- 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.
Shareholder Activism
Public companies continue to face increasing challenges from activist investors. The experience of our shareholder activism attorneys, 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 a shareholder activist campaign requires a coordinated approach and the consideration of various legal, strategic and business issues. Our shareholder activism 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 corporate attorneys have been nationally recognized in various industry publications, and Chambers USA has said of our firm, it is "A standout corporate team, with extensive experience advising on large-scale M&A transactions, shareholder activism and private offerings." (from Chambers USA 2018)
Our shareholder activism experience includes:
Experience
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Bass, Berry & Sims counseled Bob Evans Farms, Inc. in response to an activist campaign led by hedge fund Sandell...
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Bass, Berry & Sims counseled Healthways, Inc. in response to significant stock accumulation and activist campaign led by hedge fund...
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Bass, Berry & Sims counseled Cracker Barrel Old Country Store, Inc. in its four successful defenses against proxy contests initiated...
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We served as lead counsel for King Pharmaceuticals, Inc. and its board of directors in shareholder class actions relating to...
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We counseled J. Alexander's Corporation in response to the significant stock accumulation and activist campaign led by Privet Fund LP...
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We counseled O'Charley's following a significant stock accumulation by Crescendo Partners, L.P., a New York-based hedge fund. We prepared analysis...
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We served as co-counsel to Sanofi-Aventis S.A. in shareholder class actions filed following announcement of its acquisition of Chattem, Inc....
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We counseled a committee of independent directors of Telephone & Data Systems, Inc. in connection with threatened and actual proxy...
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We counseled the board of directors in response to a significant stock accumulation and subsequent Schedule 13D filing by Shamrock...
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We represented Bright Horizons Family Solutions, Inc. and its board of directors in shareholder class action filed in Massachusetts relating...
Professionals
Publications
Past Events
"Bass, Berry & Sims has a preeminent group highly recommended for its expertise in big-ticket M&A transactions. It also has a wealth of experience advising on private offerings and shareholder activism issues. It further maintains an enviable reputation for its work in major healthcare deals and is also highly regarded for its work in the energy, technology, retail and financial services spheres. Additionally, the firm has extensive expertise in advising public companies and their executive boards on sophisticated corporate and securities matters, with further noteworthy expertise in private equity." Client feedback: "Bass, Berry & Sims provides excellent service levels and responsiveness." "Bass, Berry & Sims' level of service exceeds other firms." "The firm has the ability to bring in various subject matter experts easily."
From Chambers USA 2023
Law Firm of the Year 2021