Shareholder Activism

Why Cooley

Activist campaigns and proxy contests are increasingly being used by investors to force strategic change among the board and management of public companies. Poor returns due to soft and turbulent markets and differences between management and investors in strategic direction have increased the frequency of activist campaigns, exposing companies and their boards to potentially high-profile and high-risk situations. The position of public companies in these circumstances has been exacerbated by changes in investor attitudes toward corporate governance issues, including stale board composition, poor investor returns and executive compensation.

Our stockholder activism group helps public companies assess their risk and navigate the challenging environment that management and boards may face. We are experienced in representing public companies and boards confronted with the tactics that shareholder activists often employ. We counsel on all areas relevant to activist campaigns including:

• proxy contests
• shareholder communications
• advance notice bylaw provisions
• takeover defenses, including poison pills
• internal investigations
• related litigation