Public companies continue to face increasing challenges from activist investors. The experience of our shareholder activism team, combined with the resources of our broader corporate and business practice, gives us the ability to guide our clients through this ever-shifting landscape. In the past few years, we have handled a number of high profile campaigns for numerous public companies, including Cracker Barrel Old Country Store, Ryman Hospitality Properties (formerly, Gaylord Entertainment Company), O'Charley's, Healthways and Bob Evans.
Preventing or responding to an activist campaign requires a coordinated approach and the consideration of various legal, strategic and business issues. Our attorneys partner with the management team, board of directors and the company's other advisors on an ongoing basis to anticipate and respond to activist investor demands or campaigns and to consider whether any changes to a company's structural defenses, governance or strategic outlook are advisable.
Our shareholder activism experience includes:
- Advising companies and boards in connection with activist investor demands and campaigns, including proxy contests
- Preparing shareholder rights plans (also known as "poison pills") and advising boards on adopting and maintaining poison pills in the current activist environment
- Counseling public companies regarding adopting or modifying certain governance and/or charter and bylaw provisions
- Reviewing with companies the history and tendencies of their significant activist shareholders
- Advising boards of directors in connection with unsolicited takeover bids
- Advising companies regarding proxy advisory firms such as Institutional Shareholder Services (ISS) and Glass Lewis
- Advising companies when considering stockholder proposals
- Advising companies on their disclosure obligations and preparing SEC disclosures in connection with the matters described above