Cleary Gottlieb Steen & Hamilton has a well-established shareholder activism practice encompassing M&A, corporate governance, and capital markets mandates. The team advises public companies on takeover preparedness, activist engagement strategy, and responses to hostile bids, and is experienced in managing cross-border campaigns requiring coordinated, multidisciplinary support. The practice is led by New York-based Kyle Harris, who advises clients across the consumer products, healthcare, industrials, and TMT sectors, and San Francisco-based J.T. Ho, whose experience includes proxy contests, activist negotiations, and governance disputes, including crisis communications. Francesca Odell contributes capital markets expertise, while Paul Shim handles transactional mandates. Kimberly Spoerri and Lillian Tsu advise boards on governance frameworks and disclosure obligations aimed at mitigating activism risk. Sebastian Alsheimer joined as co-head from Wilson Sonsini Goodrich & Rosati in January 2026.
Shareholder activism in United States
Cleary Gottlieb Steen & Hamilton
Responsables de la pratique:
Kyle Harris; J.T. Ho; Sebastian Alsheimer
Autres avocats clés:
Francesca Odell; Paul Shim; Kimberly Spoerri; Lillian Tsu; Shuanjun Wang
Les références
‘The practice is thoughtful and guides us toward practical outcomes when facing shareholder activism. Activism can be contentious and emotional, and they help the team think critically and rationally in these situations. They have also offered discounted rates and fixed fees for certain matters.’
‘J.T. Ho and Shuanjun Wang are both great to work with. They are highly responsive and strong presences in the boardroom. JT draws on a wealth of activism experience to ensure proper preparation and response.’
‘Cleary has world-class talent who dig deep with clients. Their greatest strength is the deep relationships they build, resulting in best-in-class counsel across practice areas. Their special situations work in M&A and transactions, as well as shareholder activism defense, is among the best across law firms, both because of the talent they foster and the collaborative way they engage with other advisors. Cleary should be at the top of the list.’
Principaux clients
Henry Schein
Principaux dossiers
- Represented Henry Schein, the world’s largest provider of health care solutions to office-based dental and medical practitioners, in its strategic partnership with KKR, in connection with its defense of an activism campaign by Ananym Capital Management.
Cooley LLP
Cooley LLP has a well-established shareholder activism practice advising public companies and boards on activism risk assessment, preparedness planning, and responses to activist campaigns. The team advises on board nomination contests, proxy fights, rights plan adoptions, and takeover defense situations, and assists management in navigating related governance disputes and crisis scenarios. The practice is led by Sean Brownridge, who has extensive experience defending against withhold campaigns, short seller attacks, and other activism-driven challenges. Bill Roegge combines M&A and corporate governance expertise with activism defense work, while Jamie Leigh is a key advisor to boards and special committees of major US and international companies on contested transactions and strategic response processes. The team maintains a strong focus on the life sciences and technology sectors.
Responsables de la pratique:
Sean Brownridge
Autres avocats clés:
Bill Roegge; Jamie Leigh; Lucas Wherry
Les références
‘The Cooley team is made up of top performers and is in a building phase, having recently hired two standouts, Sean Brownridge and Lucas Wherry. Their experience adds significant depth alongside Bill Roegge and builds on Cooley’s existing strength in life sciences and biopharma to create a formidable shareholder activism team.’
‘Sean Brownridge is a star in this space. He has worked on some of the largest campaigns on the offense for blue-chip activists such as Trian and Elliott. Thoughtful and strategic, his move to the defense side is a game changer.’
‘Bill Roegge has demonstrated his capabilities in multiple public campaigns. He is resilient, creative, and highly intelligent.’
Principaux clients
Dynavax Technologies Corporation
Kezar Life Sciences
Tempest Therapeutics
Milestone Pharmaceuticals
Cardlytics
Heliogen
IAA
NETGEAR
Mind Medicine
Keros Therapeutics
Principaux dossiers
- Advised Eagle Pharmaceuticals, a fully integrated pharmaceutical company with research and development, clinical, manufacturing and commercial expertise, on the adoption of a limited duration stockholder rights plan and subsequent cooperation agreement with Nantahala Capital Management, a holder of approximately 38% of Eagle’s outstanding shares.
- Advised Dynavax Technologies Corporation, a commercial-stage biopharmaceutical company developing and commercializing innovative vaccines, on its successful proxy contest against Deep Track Capital, which sought to replace four directors on Dynavax’s nine-member board. Stockholders elected all four of Dynavax’s nominees at its annual stockholder’s meeting.
- Advised Keros Therapeutics, a clinical-stage biopharmaceutical company focused on developing and commercializing novel therapeutics to treat a wide range of disorders that are linked to dysfunctional signaling of the transforming growth factor-beta (“TGF-ß”) family of proteins, in connection with the review of strategic alternatives and the adoption of a limited-duration stockholder rights plan. Later, Keros announced an agreement to repurchase shares from ADAR1 Capital Management and Pontifax Venture Capital, in addition to a tender offer to repurchase up to $194 million of additional shares.
Cravath, Swaine & Moore LLP
The takeover defense team at Cravath, Swaine & Moore LLP forms part of the firm’s broader M&A practice and regularly advises boards and senior management on activism-related matters and unsolicited acquisition proposals. The group is frequently engaged on governance strategy, preparedness planning, and responses to activist campaigns. Robert Townsend III concentrates on corporate governance and activist preparedness work. Faiza Saeed is a key advisor to public companies, boards, and special committees on complex M&A transactions, takeover defense mandates, and proxy contests. Daniel Cerqueira and Andrew Wark are noted for their experience with cooperation agreements, shareholder rights plan adoptions, and defense against unsolicited tender offers.
Responsables de la pratique:
Faiza Saeed; Mark Greene; Ting Chen; Aaron Gruber; Richard Hall; Robert Townsend III; George Schoen
Autres avocats clés:
Daniel Cerqueira; Andrew Wark
Les références
‘Clear understanding — and willingness to learn — of the company’s business and governance practices. Deep subject matter expertise in shareholder activism. Strong ability to collaborate with both the company and other external advisors.’
‘Robert Townsend III was the primary Cravath partner supporting the activism work. His judgment, pragmatism, and even-keeled approach are real strengths.’
Principaux clients
Evolent Health
Frontier
Illumina
Kenvue
Silvergate
Principaux dossiers
- Represented Kenvue in its cooperation agreement with Starboard.
- Representing Frontier Communications in its dealings with JANA Partners and Glendon Capital.
- Represented Illumina in its interactions with Carl Icahn and Corvex.
Freshfields
Freshfields has a developing takeover defense offering and is sought out by global clients for advice on activism-related mandates, including preparedness planning, board-level strategy discussions, and new activist campaigns, often involving cross-border considerations. The practice is jointly led by Elizabeth Bieber, who advises boards and management on takeover defense, shareholder activism, and corporate governance matters; and Ethan Klingsberg, an M&A specialist. The team also advises on evolving governance trends, including SEC rule developments, environmental and social proposals, executive compensation issues, proxy advisory developments, and institutional investor expectations.
Responsables de la pratique:
Elizabeth Bieber; Ethan Klingsberg
Les références
‘Elizabeth Bieber is fantastic. She understands the business objectives underlying activism matters and has deep knowledge of market practice and governance trends.’
‘Team is proactive in flagging activism developments in the market that could impact our company and combines deep practical knowledge with strong commercial judgment.’
Principaux dossiers
Goodwin
Goodwin’s takeover defense team is a key port of call for public companies across the life sciences, technology, and real estate sectors. The practice is jointly led by Leonard Wood, who joined from Sidley Austin LLP and is noted for his experience in proxy contests, activism preparedness, strategic investor relations, and contested M&A, and Joseph Johnson III , whose expertise includes cross-border shareholder activism matters, including campaigns addressing board composition, governance reform, and investor engagement across parallel US and European regulatory regimes.
Responsables de la pratique:
Leonard Wood; Joseph Johnson, III
Les références
‘Not only experts in the legal tactics required to prevail in proxy contests, but also demonstrate a strong appreciation of the practical considerations that shape an effective campaign strategy.’
‘Leonard Wood is highly collaborative and brings a refreshing ability to think creatively and generate ideas that often lead to successful outcomes.’
‘An extremely intellectual and thoughtful practice with deep experience.’
Principaux clients
Beacon Roofing Supply, Inc.
Tripadvisor, Inc.
Avadel Pharmaceuticals plc
Comtech Telecommunications Corp.
TPI Composites
23andMe
Yunqi Capital
Principaux dossiers
Kirkland & Ellis LLP
Kirkland & Ellis LLP maintains a strong position at the top of the shareholder activism market, with a proven track record in high-stakes proxy contests. The practice advises companies and boards responding to activist campaigns and takeover situations, including negotiated settlements, board reconstitutions, and withdrawn contests. Shaun Mathew stands out for his experience across live proxy fights, hostile M&A, white squire transactions, and short attacks, advising companies from preparedness planning through negotiations and, where necessary, litigation. Evan Johnson focuses on advising registered funds, boards, and independent directors, including closed-end funds, drawing on extensive board-level experience in activism defense matters. Daniel Wolf combines M&A expertise for public and private companies and private equity sponsors with a focus on corporate governance, activism defense, and securities issues. The team was further strengthened in May 2025 by the arrival of Graham Robinson, Laura Knoll, and Chade Severin from Skadden, Arps, Slate, Meagher & Flom LLP.
Autres avocats clés:
Shaun Mathew; Evan Johnson; Daniel Wolf; Graham Robinson; Laura Knoll; Chade Severin
Les références
‘The activism defense team is one of the best. They understand all aspects of contested proxy solicitations (legal, banking, PR, and proxy mechanics). They know how to read the room, which allows them to provide top-notch advice.’
‘I believe Shaun Mathew is a leading advisor in activism defense. I would trust him more than any other advisor on the Street. He understands my role almost as well as I do, which is extremely rare for an activism defense attorney, and he pays close attention to detail.’
‘The Kirkland team is highly experienced with large issuers and mindful of the numerous stakeholders involved in complex shareholder activism situations. While previously M&A-focused, the practice has developed a dedicated activism specialization under Shaun Mathew and Evan Johnson.’
Principaux clients
Amplify Energy Corp. (NYSE: AMPY)
Arvinas, Inc. (Nasdaq: ARVN)
Azenta, Inc. (Nasdaq: AZTA)
Carvana Co. (Nasdaq: CVNA)
Clear Channel Outdoor Holdings, Inc (NYSE: CCO)
Coreweave, Inc. (Nasdaq: CRWV)
E2Open Parent Holdings, Inc. (NYSE: ETWO)
El Pollo Loco Holdings, Inc. (Nasdaq: LOCO)
FTAI Aviation Ltd. (Nasdaq: FTAI)
Hanesbrands Inc. (NYSE: HBI)
KKR & Co. (NYSE: KKR)
Kyndryl (NYSE: KD)
Lee Enterprises (Nasdaq: LEE)
ModivCare Inc. (Nasdaq: MODV)
Southwest Airlines Company (NYSE: LUV)
Sylvamo (NYSE: SLVM)
Thoma Bravo (Dayforce acquisition)
TransMedics Group, Inc. (Nasdaq:TMDX)
Victoria’s Secret & Company (NYSE: VSCO)
Independent Trustees of Eaton Vance New York Municipal Bond Fund (NYSE American: ENX) and Eaton Vance California Municipal Bond Fund (NYSE American: EVM)
Principaux dossiers
- Advised Southwest Airlines Co in successfully resolving Elliott Management’s unprecedented special meeting proxy fight seeking to replace Southwest’s CEO and majority of its board.
- Advised global investment firm KKR in its strategic partnership agreement with Henry Schein, Inc., the world’s largest provider of health care solutions to office-based dental and medical practitioners. KKR agreed to acquire an additional $250 million of common stock in a primary issuance from Henry Schein. Combined with its existing holdings, KKR became Henry Schein’s largest non-index-fund shareholder with a 12% position.
- Advising Victoria’s Secret & Company in connection with two activist campaigns:|1) a shareholder activism campaign from BBRC International Pte Ltd. |2) a shareholder activism campaign from Barington Capital Group LP.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
Based in New York, Kleinberg, Kaplan, Wolff & Cohen, P.C. maintains a focused investor activism practice advising hedge funds and other shareholders on engagement strategies and proxy-related situations. The team works with clients across the lifecycle of activist campaigns, from early-stage analysis and private engagement through escalation and contested processes, with particular emphasis on governance, disclosure, and board composition issues. The practice is frequently engaged by both established activists and first-time entrants, benefiting from a conflict-light profile rooted in long-standing work for the funds industry. Christopher Davis chairs the practice and remains closely involved in shaping campaign strategy, drawing on extensive experience advising investors on activism and proxy matters. He is supported by Alexander Shiekman, who is regularly involved in the execution of activist engagements.
Responsables de la pratique:
Christopher Davis
Autres avocats clés:
Alexander Shiekman
Principaux clients
JAT Capital Management, LP
Nierenberg Investment Management Company, Inc. (“NIMCO”)
Pleasant Lake Partners, LLC
EREZ Asset Management
Advisory Research, Inc.
Marlton Partners
Principaux dossiers
- Advising NIMCO on an engagement with Riverview Bankcorp (NASDAQ: RVSB).
- Advised Advisory Research, Inc., in its letter to the board of Miller Industries
Latham & Watkins
The shareholder activism team at Latham & Watkins regularly advises on proxy contests, settlement negotiations, unsolicited takeover approaches, and short seller campaigns. The practice is jointly led by Josh Dubofsky in New York and the Bay Area, who handles complex M&A and shareholder engagement mandates, including hostile takeover preparedness and defense and public company transactions, and Chris Drewry in Chicago, a key advisor to multinational corporations on high-stakes activism campaigns across jurisdictions. Charles Ruck is noted for his experience defending proxy solicitations and advising boards in contested transactions. Tiffany Campion focuses on corporate governance, including engagement strategy development and shareholder surveillance programs aimed at identifying and mitigating activism risk. Adam Tamzoke joined the team in March 2025.
Responsables de la pratique:
Josh Dubofsky; Chris Drewry
Autres avocats clés:
Charles Ruck; Tiffany Campion; Adam Tamzoke; Kate Pritchard
Les références
‘This practice is often overlooked but should be recognized among the top defense teams. Drawing on deep experience in M&A, litigation, and contested or hostile situations, Latham’s shareholder activism practice is highly effective, led by well-regarded experts and supported by hardworking, thoughtful associates, including Kate Pritchard and Adam Tamzoke.’
‘Chris Drewry, co-chair of the practice alongside Josh Dubofsky, is a consummate client service professional who is responsive and adept at handling complex matters across multiple clients. He combines strategic insight with an affable, steady approach that helps clients navigate high-stakes and often existential situations.’
‘Josh Dubofsky is an expert in shareholder activism defense, advising some of the largest issuers in the country. He is well versed in deploying the full range of defensive tools, commercially minded, and equally comfortable negotiating strong settlements or pursuing a contested vote where necessary.’
Principaux clients
CoStar Group
Harley Davidson
The Hershey Company
Healthcare Realty Trust
Zevra Therapeutics
MEG Energy
Atea Pharmaceuticals
Intrepid Potash
Rexford Industrial
Landsea Homes
Tamboran Resources
FIGS Inc.
TempusAI
AN2 Therapeutics
Kyndryl Holdings
Zeta Global Holdings
OSI Systems
Enovis Corp.
Principaux dossiers
Olshan Frome Wolosky LLP
Based in New York, Olshan Frome Wolosky LLP fields one of the few practices dedicated exclusively to advising activist shareholders, and continues to sit at the center of the US shareholder activism market. The team is regularly engaged on high-intensity campaigns for hedge funds and other investors, providing end-to-end support that combines governance and securities execution with day-to-day strategic counseling throughout live engagements. The practice is particularly strong where campaigns require coordinated shareholder outreach, disciplined disclosure work, and sustained negotiations with boards and management teams, including in situations shaped by corporate transactions and change-of-control dynamics. The group is led by Andrew Freedman and Ryan Nebel, who remain closely involved in campaign strategy, nomination and notice processes, engagement planning, and settlement negotiations. Steve Wolosky continues to advise on complex proxy contest and hostile-scenario mandates. The bench is reinforced by Meagan Reda, Kenneth Mantel, Rebecca Van Derlaske, and Dorothy Sluszka, who play active roles across SEC filings, proxy rules, governance analysis, and negotiations, supporting a steady flow of domestic and cross-border shareholder engagements.
Responsables de la pratique:
Andrew Freedman; Ryan Nebel
Autres avocats clés:
Steve Wolosky; Meagan Reda; Kenneth Mantel; Rebecca Van Derlaske; Dorothy Sluszka
Les références
‘Quick response time, excellent commercial litigation advice, and appropriately staffing matters’
‘Andrew Freedman is one of the top shareholder activism practitioners in the country. He is also an amazing person who the entire team enjoys working alongside. He is a true partner to our firm. His partners and associates make for a deep bench in the shareholder activism area.’
‘Incredibly responsive Deep activist strategy counsel’
Principaux clients
Ancora Advisors, LLC
Anson Funds
Bradley Radoff
Browning West LP
Elliott Investment Management L.P.
Engaged Capital LLC
Engine Capital LP
Findell Capital Management
H Partners
Impactive Capital
Irenic Capital Management, LLC
JCP Investment Management, LLC
Kushner Companies LLC
Land & Buildings Investment Management, LLC
Legion Partners Asset Management, LLC
Marathon Partners Equity Management, LLC
Outerbridge Capital Management, LLC
Pleasant Lake Partners
Rubric Capital
Principaux dossiers
- Representing Starboard Value LP in all activist, governance-related, and company negotiations for campaigns at Autodesk, Inc., Kenvue Inc. and Fortrea Holdings.
- Representing Elliott Investment Management L.P., one of the oldest fund managers of its kind under continuous management, in all activist, governance-related, and company negotiations for campaigns at Phillips 66, Southwest Airlines Co., Hewlett Packard Enterprise Company and Honeywell International.
- Representing Ancora Advisors, LLC on all activist-related matters regarding its engagement with United States Steel Corporation and Forward Air Corporation.
Paul Hastings LLP
Paul Hastings LLP has a strong track record defending against hostile bidders and activist shareholders, advising boards on contested M&A, proxy contests, and related governance disputes. The practice is led by Sean Donahue in Washington DC and New York, who is recognized for his experience in high-profile proxy contests and campaign defense strategy. Eduardo Gallardo, based in New York, handles complex M&A mandates, including leveraged buyouts, spinoffs, and takeover disputes arising from control situations. Andrew Goodman, in Boston and New York, advises on contested matters, friendly and hostile public company mergers, and corporate governance issues, including board response and defense processes. Eric Schiele joined from Kirkland & Ellis LLP in March 2025.
Responsables de la pratique:
Sean Donahue
Autres avocats clés:
Eduardo Gallardo; Andrew Goodman; Eric Schiele
Les références
‘Sean Donahue is an outstanding and trusted legal and business advisor. I value his technical expertise, command of current shareholder activism trends, and ability to quickly identify the core issues. His understanding of the motivations and perspectives of all parties in activism situations, combined with prior SEC experience, makes him particularly effective. He is dedicated, responsive, and efficient, and brings credibility and gravitas when engaging with the SEC, boards of directors, or activists.’
‘Sean is my go-to resource for both addressing and proactively avoiding shareholder activism. His ability to anticipate risk and navigate complex dynamics makes him a highly effective advisor, and I have followed him across multiple firms as a result.’
‘When confronted with shareholder activism, it is critical to have counsel who understand all the key players – activists, institutional investors, proxy advisors, and the SEC. Sean Donahue at Paul Hastings has a comprehensive understanding of these stakeholders, their motivations, and the broader activism landscape. For companies facing activism, he is the advisor you want on your team.’
Principaux clients
ACELYRIN
UniFirst
Paragon Technologies
Culp
Allied Gaming & Entertainment
LQR House
Hooker Furnishings
Vislink Technologies
Matinas Biopharma
US Global Investors
Principaux dossiers
- Represented ACELYRIN Inc. (Nasdaq: SLRN), a late-stage clinical biopharma company focused on transformative medicines in immunology, in successfully defending against an unsolicited takeover approach.
- Represented UniFirst Corp. in its $5.3 billion defense against a hostile takeover bid from Cintas Corp., a leading provider of corporate uniform and facility services.
- Represented Paragon Technologies Inc. (Nasdaq: PGNT) in its proxy contest against activist investor Sham Gad.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
Paul, Weiss, Rifkind, Wharton & Garrison LLP advises boards and senior management facing shareholder activism, including campaigns seeking leadership changes, capital allocation adjustments, strategic repositioning, and potential sale or break-up transactions. The team handles complex proxy contests and contested governance situations, as well as related M&A and takeover defense mandates. Scott Barshay is noted for his experience in high-profile proxy contests and contested board matters. James Langston advises on public and private M&A transactions and related activism defense issues. Kyle Seifried focuses on corporate governance, compliance, disclosure obligations, and takeover preparedness. Carmen Lu joined from Wachtell, Lipton, Rosen & Katz in January 2025.
Responsables de la pratique:
Scott Barshay; Robert Kindler; James Langston; Krishna Veeraraghavan; Robert Schumer; Jeffrey Marell
Autres avocats clés:
James Langston; Kyle Seifried; Carmen Lu
Les références
‘Clear-eyed view of shareholder perspectives that allows for insightful and constructive advice to corporate clients. This facilitates efficient discussions of alternatives and typically leads to fair and balanced settlements.’
‘Scott Barshay is one of the most experienced lawyers advising major corporations on activism matters. His knowledge of precedent is particularly valuable, enabling efficient analysis and solution-oriented guidance.’
‘The team was responsive and provided valuable, actionable insight into both the activism situation and the specific activist involved. They were proactive and thoughtful advisors throughout.’
Principaux clients
Avantor
Crown Castle
Dana Incorporated
Etsy Incorporated
Exelixis
Goodyear Tire & Rubber Company
Hewlett Packard Enterprise
Keurig Dr. Pepper
Red Robin Gourmet Burgers
Riot Platforms
Starbucks Corporation
Willscot Mobile
Workday
Workiva
Principaux dossiers
McDermott Will & Schulte
McDermott Will & Schulte is a go-to for activist investors running campaigns where the margin between leverage and overreach is defined by execution. The team pairs campaign strategy with tight control of the mechanics that decide outcomes in practice: nomination and notice requirements, proxy and disclosure rules, and the sequencing of engagement and public messaging when negotiations harden. The New York-based practice is particularly effective in matters that sit at the intersection of activism and complex structures, including closed-end fund campaigns, transaction-adjacent activism, and situations where litigation risk and securities issues shape the path forward. Eleazer Klein leads the practice and is closely involved in the firm’s most sensitive live engagements, guiding clients through escalation points and settlement dynamics. Marc Weingarten remains a key figure on major shareholder-side mandates. Brandon Gold and Abraham Schwartz are integral to day-to-day campaign execution, from engagement planning through nominations and settlement documentation. Adriana Schwartz has left the firm.
Responsables de la pratique:
Eleazer Klein
Autres avocats clés:
Marc Weingarten; Brandon Gold; Abraham Schwartz
Les références
‘Most capable activist side firm in the country, with the strongest lawyers and a team that understands strategy in addition to the law.’
‘Ele Klein is a lawyer’s lawyer with deep knowledge of the law and all the exceptions to the exceptions. Great intellect and funny, personable bedside manner.’
Principaux clients
D. E. Shaw & Co.
Elliott Investment Management L.P.
JANA Partners Management, LP
Politan Capital Management LP
Saba Capital Management, L.P.
Starboard Value LP
Kimmeridge Energy Management Company
Trian Fund Management, L.P.
TOMS Capital Investment Management
Anson Funds
Land & Buildings Investment Management
Altai Capital Management
Caligan Partners
Tarsadia Capital
Fivespan Partners
HMI Capital Management, L.P.
Ananym Capital Management, LP
Whetstone Capital Advisors, LLC
Two Seas Capital LP
ADAR1 Capital Management, LLC
Principaux dossiers
- Representing JANA Partners in its shareholder engagement with Six Flags Entertainment Corporation — an initiative attracting notable support, including from NFL star and entrepreneur Travis Kelce, who has joined the activist-investor group to help re-energize one of America’s most iconic brands.
- Advising Saba Capital Management in its historic and sweeping series of activist campaigns targeting 51 Blackrock-managed closed-end funds – representing one of the most ambitious and consequential board and governance challenges in the closed-end fund space and across the activist landscape generally.
- Advising Two Seas on its successful challenge to the $9 billion merger between Core Scientific and CoreWeave, which was announced in July 2025 and was voted down by Core Scientific shareholders in October 2025.
Sidley Austin LLP
Sidley Austin LLP maintains a leading shareholder activism practice advising boards and senior management, with a strong track record in takeover approaches, proxy contests, settlement negotiations, and related litigation across a range of industries. The team regularly advises on activism preparedness, shareholder engagement strategy, and defense against activist demands, including matters involving board reconstitution, cooperation agreements, and negotiated resolutions. The group is led by New York-based Kai Liekefett, who is particularly experienced in late-stage proxy contests and campaign defense strategy, and Palo Alto-based Derek Zaba, noted for his corporate governance and takeover defense work. Jessica Wood focuses on hostile takeover defense and public company M&A transactions, while Eric Goodwin advises on conflicted transactions and special committee mandates arising from activist pressure. Demetrius A. Warrick joined from Skadden, Arps, Slate, Meagher & Flom LLP in April 2025, and Leonard Wood left the firm in August 2025.
Responsables de la pratique:
Kai Liekefett; Derek Zaba
Autres avocats clés:
Eric Goodwin; Demetrius A. Warrick; Jessica Wood
Les références
‘They are the leading global practice in this space.’
‘Top-tier client service and deep subject matter knowledge.’
‘The largest and most experienced shareholder activism practice in the country. The team combines strong legal execution with strategic insight and is supported by a deep bench that consistently impresses.’
Principaux clients
The New York Times Company
BlackRock, Inc.
Beacon Roofing Supply, Inc.
Cannae Holdings, Inc.
Matthews International Corp.
Alight, Inc.
Riot Platforms, Inc.
Rogers Corp.
WEX Inc.
Portillo’s
Bausch Health Companies Inc.
National Vision Holdings, Inc.
CAE Inc.
Quanterix Corporation
Sleep Number, Inc.
TrueBlue, Inc.
Dine Brands Global, Inc.
Medallion Financial Corp.
Lifeway Foods Inc.
Denny’s Corporation
Principaux dossiers
- Representing The New York Times Company in its defense against an activist campaign launched by Fivespan Partners, a new fund formed by former ValueAct partners.
- Successfully defended BlackRock, the world’s largest asset manager, in its back-to-back proxy contests in 2024 and 2025 against Saba Capital in one of the most high-profile activism matters in recent years.
- Represented Beacon Roofing Supply, the largest publicly traded distributor of roofing materials in the U.S., in its defense against a bold unsolicited takeover bid from Brad Jacobs’ QXO Inc.
Skadden, Arps, Slate, Meagher & Flom LLP
The shareholder activism team at Skadden, Arps, Slate, Meagher & Flom LLP draws on the firm’s broader M&A platform and advises on corporate governance, capital markets, SEC compliance, and related litigation matters. The group regularly represents boards facing hostile bids and activist-driven acquisition attempts, advising on investor base analysis, governance reviews, and the implementation of structural defenses, including shareholder rights plans and advance notice bylaws. The practice is led by New York-based Elizabeth R. Gonzalez-Sussman, a key advisor to both companies and activist investors on takeover defense and shareholder activism matters. Richard Grossman retired from the partnership in December 2025.
Responsables de la pratique:
Elizabeth Gonzalez-Sussman
Principaux clients
Seven & i Holdings
ESSA Pharma Inc.
Air Products and Chemicals, Inc.
Aspen Technology, Inc. (Special Committee)
Barnwell Industries, Inc. (Special Committee)
Brookdale Senior Living Inc.
Caesars Entertainment, Inc.
Edgar Bronfman, Jr.
Honeywell International Inc.
Logan Ridge Finance Corp. (Special Committee)
Markel Group Inc.
ON24, Inc.
Performance Food Group Company
The Middleby Corporation
FTAI Aviation Ltd.
FTAI Infrastructure Inc.
ASA Gold and Precious Metals – 1940 Act Activism by Saba Capital Management, LP
The European Smaller Companies – 1940 Act Activism by Saba Capital Management, LP
Henderson Opportunities Trust PLC – 1940 Act Activism by Saba Capital Management, LP
Nuveen Pennsylvania Quality Municipal Income Fund – 1940 Act Activism by Saba Capital Management, LP
Principaux dossiers
- Represented Seven & i Holdings Co., Ltd. in the unsolicited bid by Alimentation Couche-Tard (Canada).
- Represented ESSA Pharma Corp. (Canada) in its letter from activist investors BML Capital and Soleus Capital Management to ESSA’s board to liquidate the company.
- Represented Air Products and Chemicals, Inc. in its proxy fight against Mantle Ridge who initially was seeking full control of the company and engagement with DE Shaw who also sought board seats.
Sullivan & Cromwell LLP
The practice at Sullivan & Cromwell LLP is jointly led from New York by Patrick Gadson, who advises on activism-related investments, hostile takeovers, public and private M&A transactions, strategic minority investments, and capital raises, and Lawrence Elbaum, a securities specialist with extensive experience in proxy contests, hostile bids, merger contests, precatory proposals, and short seller attacks. Melissa Sawyer focuses on corporate governance matters, while Marc Trevino advises senior executives and boards on complex situations involving reputational risk, overlapping regulatory regimes, and fiduciary conflicts. Brett Peace is also recommended.
Responsables de la pratique:
Lawrence Elbaum; Patrick Gadson
Autres avocats clés:
Melissa Sawyer; Marc Trevino; Brett Peace; Delery Perret; Nina Bhatia; Catherine Clarkin; Heather Coleman; Brittney Kidwell
Les références
‘S&C recently strengthened its defense practice by bringing in Lawrence Elbaum and Patrick Gadson to complement an already strong M&A team. These additions have positioned the firm among the top choices for companies seeking activism defense counsel.’
‘Lawrence Elbaum is highly strategic and creative, particularly in high-intensity situations. He consistently exceeds client expectations. Patrick Gadson brings valuable investor-side perspective from his prior experience representing activists and applies that insight effectively in defense mandates. Together, they form a compelling combination and are often my first recommendation for defense counsel.’
‘Lawrence Elbaum is my first call in high-pressure situations. His calm, analytical demeanor and strong business judgment make him a trusted advisor. Our relationship began as adversaries in a proxy contest in 2016, and the mutual respect developed during that engagement led to an enduring professional partnership.’
Principaux clients
AGCO Corporation
Angel Oak
Aurora Innovation
Citi Trends, Inc.
Daktronics Inc.
Digimarc Corporation
Green Plains Inc.
HelloFresh SE
Insight Enterprises
Jack in the Box
Makino Milling Machine Co., Ltd.
Oportun Financial Corporation
Pioneer Diversified High Income Fund, Inc.
Pitney Bowes
Tesla
TETRA Technologies
TruBridge Inc.
Forward Air
Miller Industries
Kay Corp.
Principaux dossiers
Wachtell, Lipton, Rosen & Katz
Wachtell, Lipton, Rosen & Katz maintains a preeminent shareholder activism practice, advising boards and senior management on ESG positioning, corporate purpose, and shareholder engagement strategy. The team is regularly engaged on activism preparedness, investor outreach, and defense against public campaigns, including contested proxy solicitations, settlement negotiations, and board reconstitution matters. The practice is led by New York-based Elina Tetelbaum, a trusted advisor to CEOs, general counsel, and boards on complex proxy contests and unsolicited bid defenses, including overall campaign coordination and negotiation strategy. Loren Braswell focuses on investor engagement and crisis response mandates arising from activist pressure. The group acts across the oil and gas, technology, chemicals, retail, and TMT sectors.
Responsables de la pratique:
Elina Tetelbaum
Autres avocats clés:
Loren Braswell
Principaux clients
Phillips 66
Match Group
IAC
PagerDuty
United States Steel Corporation
Ingevity
Warner Bros. Discovery
Pacira BioSciences
Sun Communities
LKQ Corporation
Macy’s, Inc.
Barnes Group
Upwork Inc.
Masonite
Pfizer
Penn Entertainment
CVS Health
Twilio Inc.
Global Payments Inc.
Navitas Semiconductor Corporation
Principaux dossiers
- Advised Phillips 66 in the election of directors following a proxy contest initiated by Elliott Management.
- Advised LKQ Corporation in entering into a cooperation agreement with Ancora and Engine Capital in connection with shareholder activism.
- Advised United States Steel Corporation in its successful defence against a proxy contest launched by Ancora.
Willkie Farr & Gallagher LLP
Willkie Farr & Gallagher LLP advises activist investors on shareholder activism matters that frequently sit at the intersection of corporate governance, transactions, and shareholder litigation. The practice is integrated across the firm’s corporate and litigation capabilities, enabling it to support investors through engagement strategies, contested situations, and negotiated resolutions, particularly where campaigns raise complex legal or structural issues beyond core proxy mechanics. The team is also active on company-side mandates, giving it visibility into board dynamics and defensive considerations that shape activist outcomes. Russell Leaf and Tariq Mundiya anchor the firm’s shareholder activism work, combining transactional and contentious perspectives in campaigns involving board composition, governance reforms, and strategic alternatives. Jared Fertman plays a key role on investor-side engagements, supporting activists through negotiation-heavy campaigns and situations involving public company transactions.
Responsables de la pratique:
Russell Leaf; Tariq Mundiya
Autres avocats clés:
Jared Fertman
Principaux clients
Garden Investment Management
Irenic Capital Management
Ocho Investments
Sarissa Capital
Third Point LLC