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Activist Spotlight: Who’s Helping Whom

Published: June 29th, 2021
A review of the top advisers to corporations and activists in the first half of 2021.

A handful of law firms advise both corporations targeted by activist hedge funds and the insurgent investors who specialize in M&A campaigns. As such, we’ve once again compiled a list of each participating law firm’s top three activist situations for the first six months of 2021.

Notably, Schulte Roth & Zabel LLP partners Ele Klein and Michael E. Swartz provided legal advice in probably the highest-profile director contest of 2021 — upstart ESG activist Engine No. 1 GP LLC’s ultimately successful Exxon Mobil Corp. (XOM) contest.

Also, in probably what could be described as the most contentious remaining director contest of 2021, Starboard Value LP vs. Box Inc. (BOX), Sidley Austin LLP partners Kai Liekefett and Derek Zaba and Wilson Sonsini Goodrich & Rosati PC partner David Berger are facing off against Olshan Frome Wolosky LLP partners Steve Wolosky, Andrew Freedman and Meagan Reda.

The first two law firms are advising Box, and the latter Starboard. Olshan and Schulte still dominate the activist hedge fund advice category.

Top Advisers to Companies Targeted by Activists

Wachtell, Lipton, Rosen & Katz partners Igor Kirman and Sabastian Niles advised Tegna Inc. (TGNA) in its second consecutive successful defense against Standard General LP’s director contests. (Wachtell Lipton advised Tegna in its 2020 win against Standard General as well.)

Niles and partner Robin Panovka advised Columbia Property Trust (CXP) in response to board control dissident nominations and a buyout offer from an Arkhouse Partners-led group.

Niles and partners Adam Emmerich and Viktor Sapezhnikov advised Public Storage (PSA) in its January resolution with Elliott Management Corp. in a deal that added two new trustees and focused on the company’s upcoming investor day.

As mentioned above, Sidley Austin partners Liekefett and Zaba, the co-chairs of the law firm’s shareholder activism practice, are advising Box in its pending proxy contest defense against Starboard Value. The duo also led a team that advised the CEO of International Flavors & Fragrances Inc. (IFF) in connection with director nominations by Sachem Head Capital Management LP and a subsequent cooperation agreement.

Sidley, led by Beth Berg, senior partner in the shareholder activism practice, with assistance from a team including Zaba, advised Blucora Inc. (BCOR) in its successful proxy contest defense against Ancora Advisors LLC.

Kirkland & Ellis LLP partners Shaun Mathew and Michael Brueck are advising KVH Industries Inc. (KVHI) in defense against a proxy contest launched by VIEX Capital Advisors LLC, Potomac Capital Ltd., Peter Shaper and Brad Radoff.

Brueck and Mathew also are advising Starwood Capital Group Global LLC in a defense of the firm’s acquisition with Blackstone Real Estate Partners of Extended Stay America Inc. (STAY) against a proxy contest by Tarsadia Capital LLC.

Mathew and partners Daniel Wolf and David Klein advised Vista Equity Partners LLC in defense of its acquisition of Pluralsight Inc. against a proxy contest by Eminence Capital LP.

Latham & Watkins LLP partners Mark Gerstein and Christopher Drewry advised Kohl’s Corp. (KSS) in its defense of a public campaign by multiple activists, including Ancora Advisors, Legion Partners Asset Management LLC, Macellum Advisors GP LLC and 4010 Capital LLC, to seek control of the board.

Partners Charles Ruck and Josh Dubofsky advised Aecom (ACM) in connection with Starboard’s campaign at the Los Angeles-based design and engineering company.

Dubofsky and partner John Greer advised QEP Resources Inc. in its successful defense strategy and response to a campaign by Glazer Capital LLC opposing the sale of QEP to Diamondback Energy Inc. (FANG). QEP secured the necessary stockholder votes to approve the merger, which closed in March.

As mentioned above, Wilson Sonsini’s Berger represented Box in its response to activist Starboard’s director contest.

Partner Doug Schnell represented Pluralsight in response to activist Eminence Capital’s opposition to its $3.8 billion deal to be taken private by Vista Equity Partners, a transaction completed in April.

Berger and Schnell represented eHealth Inc. (EHTH) in settlement agreements with both Hudson Executive Capital LP and, later, Starboard.

Skadden, Arps, Slate, Meagher & Flom LLP partners Pankaj Sinha and Rich Grossman advised Duke Energy Corp. (DUK) in connection with activist investor Elliott Management’s campaign to urge the Charlotte, N.C.-based utility to form a strategic-review committee to explore the possibility of splitting the company into three different utilities. Duke Energy rejected that approach.

Grossman and Skadden partner Graham Robinson advised Adverum Biotechnologies Inc. (ADVM), a clinical-stage gene therapy company targeting unmet medical needs in ocular and rare diseases, in its successful defense against a proxy contest brought by Sonic Fund II LP. Adverum stockholders voted overwhelmingly in favor of all of the board’s nominees.

Partners Todd Freed, Jon Hlafter and Grossman advised Principal Financial Group Inc. (PFG) in enhancing shareholder value by initiating a strategic review of its business mix, capital management and capital deployment options. Principal added two new directors to its board, Maliz Beams and Alfredo Rivera, following a constructive dialogue with Elliott Management.

Vinson & Elkins LLP’s shareholder activism practice leaders, Lawrence Elbaum and Patrick Gadson in New York, advised eHealth in its defense of a proxy fight launched by Starboard Value and in connection with Hudson Executive Capital’s activism campaign.

Elbaum and Gadson also represented MiMedx Group Inc. (MDXG) in the defense of a proxy fight initiated by Prescience Point Capital Management, and they advised Velodyne Lidar Inc. (VLDR) in response to an activism campaign launched by David and Marta Hall.

Top Advisers to Activists Targeting Companies

Schulte Roth & Zabel partners Klein and Swartz, in addition to advising Engine No. 1 on its Exxon contest, provided legal advice to TCI Fund Management’s Christopher Hohn for a challenge to his “say on climate” proposal that came up for a vote at a May 13 annual meeting at Union Pacific Corp. (UNP).

Klein advised Jana Partners LLC in March on a settlement at TreeHouse Foods Inc. (THS).

Olshan partners Wolosky and Elizabeth Gonzalez-Sussman advised Legion Partners, Macellum Advisors and Ancora Advisors in their activist campaign at Kohl’s that resulted in an April 2020 settlement in which three new directors joined the board, including two of the group’s nominees.

Wolosky, Freedman and partner Kenneth Mantel advised Elliott Management on its campaign at Public Storage that culminated in a January cooperation agreement.

Wolosky and partner Ryan Nebel advised Ryan Cohen and his RC Ventures LLC in a deal with Reddit darling GameStop Corp. (GME) in January that resulted in Cohen joining the board along with two other RC Ventures-backed nominees. Cohen has since become chairman and helped remake GameStop’s C-suite.

Cadwalader, Wickersham & Taft LLP partners Richard Brand, Stephen Fraidin and Joshua Apfelroth advised Senator Investment Group LP in its partnership with Cannae Holdings Inc. (CNNE) to make an approximately $7 billion unsolicited acquisition proposal for CoreLogic Inc. that was coupled with a successful effort to replace three directors on the company’s board.

Brand and partner Braden McCurrach advised Hudson Executive Capital on its investment in eHealth and successful effort to appoint two directors to the company’s board.

Brand and Apfelroth advised Sachem Head Capital Management on its investment in and agreement with International Flavors & Fragrances, granting Sachem Head the option for the fund’s managing partner, Scott Ferguson, to join the company’s board.

Kleinberg, Kaplan, Wolff & Cohen PC partner Christopher Davis advised RC Ventures’ Cohen with respect to his activist campaign at GameStop.

Davis also advised Nierenberg Investment Management Co. regarding a proposal the fund submitted that came up for vote at Houston Wire & Cable Co.’s (HWCC) June annual meeting, and he advised Sonic Fund II on its proxy statement to appoint new directors at Adverum Biotechnologies.

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