Combining the best of its corporate governance, takeover defense and proxy contest practices, Latham advises public companies regarding changes in their shareholder base and interactions with activist investors.

Threats to the long-term interests of shareholders take many forms. The recent and rapid rise of activist investors can be destabilizing to a company’s boardroom or long-term strategy. With careful planning and experienced counseling, management and boards can minimize the disruption of these shareholders.

Latham has worked with clients across industries and with a broad range of market capitalizations regarding:

  • Strategies to avoid targeting by activist shareholders
  • Planning for shareholder focus on annual meeting matters, ranging from board structure and governance to executive compensation
  • Review of ratings by proxy advisory firms, and compliance with their various policy mandates
  • Evaluation of specific threats posed by activist accumulations, including the potential for “13D campaigns,” submission of precatory proposals under Rule 14a-8, and removal and nomination of directors at annual or special meetings or action by written consent
  • Implementation of defenses such as rights plans, including those designed to address the threats posed by derivative share acquisitions by insurgent hedge funds

If the fight comes to a meeting, Latham’s corporate and litigation teams work closely with the client’s management, and financial, investor, and public relations advisors to bring the contest to a successful outcome for the company however that may be defined — be it a quick settlement to avoid disruption to the board’s broader agenda or a win at the annual meeting to assure continuity in the boardroom.

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