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:
- 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.
Experience
-
Read More
Counseled Healthways, Inc. in response to significant stock accumulation and activist campaign
-
Read More
Counseled Bob Evans Farms, Inc. in preparation for activist investors and in response to an activist campaign led by Sandell Asset Management Corp.
-
Read More
Counseled Cracker Barrel Old Country Store, Inc. in its three successful defenses against proxy contests initiated by Biglari Holdings Inc. and Sardar Biglari
-
Read More
Lead counsel for King Pharmaceuticals, Inc. and its board of directors in shareholder class actions
-
Read More
Counseled J. Alexander’s Corporation in response to the significant stock accumulation and activist campaign led by Privet Fund LP and its associates during 2012
-
Read More
Counseled O’Charley’s following a significant stock accumulation by Crescendo Partners, L.P., a New York-based hedge fund
-
Read More
Co-counsel for Sanofi-Aventis S.A. in shareholder class actions filed following announcement of its acquisition of Chattem
-
Read More
Counseled a committee of independent directors of Telephone & Data Systems, Inc. in connection with threatened and actual proxy contests
-
Read More
Counseled the board of directors in response to a significant stock accumulation and subsequent Schedule 13D filing
-
Read More
Represented Bright Horizons Family Solutions and its board of directors in shareholder class action relating to a going-private transaction
Professionals
Notice
Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.
Notice
Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.
Notice
Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.
Notice
Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.
Notice
Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.
Notice
Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.
Notice
Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.
Notice
Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.
Notice
Visiting, or interacting with, this website does not constitute an attorney-client relationship. Although we are always interested in hearing from visitors to our website, we cannot accept representation on a new matter from either existing clients or new clients until we know that we do not have a conflict of interest that would prevent us from doing so. Therefore, please do not send us any information about any new matter that may involve a potential legal representation until we have confirmed that a conflict of interest does not exist and we have expressly agreed in writing to the representation. Until there is such an agreement, we will not be deemed to have given you any advice, any information you send may not be deemed privileged and confidential, and we may be able to represent adverse parties.
Publications
Past Events
Media Mentions & Firm News
Chambers USA
"Preeminent group highly recommended for its expertise in big-ticket M&A transactions. Also has a wealth of experience advising on private offerings and shareholder activism issues. Maintains an enviable reputation for its work in major healthcare deals and 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. 'It's an outstanding team of professionals who are always timely and quick to respond.' 'They clearly spent time trying to understand our business. They're incredibly diligent, responsive and smart.'"
From Chambers USA 2022
The M&A Advisor
Bass, Berry & Sims was named Law Firm of the Year for 2021 at the 20th Annual M&A Advisor Awards.