Shareholder Activism & Hostile Takeover Defense
Overview
Golden Flag has successfully defended our clients against all of the leading activists, as well as numerous first-time and unconventional actors.
- Our track record demonstrates that we are not motivated to push our clients into proxy fights (unless warranted by the circumstances) or to seek media attention.
- When the situation dictates, we use all available legal and other tactical options to press advantages in proxy contests where most advisors would shy away. We employ the most sophisticated and creative legal, PR and IR strategies and tactics, resulting in our clients regularly winning outright at the ballot box, securing favorable settlements or forcing the activists to withdraw their campaigns.
We are not anchored to any ideological or historical approach to activism.
- Largely recycled responses and tactics from prior cycles are, in most cases, no longer effective.
- We have built a reputation with the leading players across the activism ecosystem (including the decision makers at leading proxy advisory firms and activists and their counsel) as the most thoughtful and creative practitioners in resolving activist situations.
We believe that clients benefit from a holistic approach to activism defense rather than as a niche silo practice.
- Our team incorporates relevant experience from many of Golden Flag’s market leading practices, including M&A, capital markets, ESG, litigation and restructuring.
- This approach better enables our clients to tailor their strategic and defense messaging to key market participants in a manner that credibly and persuasively speaks to the broader picture.
Experience
Select Experience Highlights
- Huntsman Corporation in its successful defense of a proxy contest by Starboard Value
- Constellation Brands in connection with cooperation and information sharing agreements with Elliott Management
- Lee Enterprises in its successful defense of a hostile takeover bid and attempted proxy contest by Alden Global Capital
- Bristol-Myers Squibb in its successful defense of its $90 billion acquisition of Celgene against opposition by Starboard and Wellington
- Controlling stockholder of World Wrestling Entertainment, Inc. (WWE), Vincent McMahon, on actions in support of a plan for WWE to undertake a review of strategic alternatives, including the election of Mr. McMahon and two others to the WWE board, and in the subsequent pending $21+ billion merger of WWE and UFC to form a global live sports and entertainment company
- AIM ImmunoTech in its successful defense of the first attempted proxy contest under the SEC’s universal proxy rules
- Nikola Corporation in response to fraud claims, an activist short attack by Hindenburg Research, related SEC and DOJ investigations, and CEO separation
- Wynn Resorts in its response to the “withhold-the-vote” campaign by Elaine Wynn and its agreement with Elaine Wynn regarding the composition of the Wynn Resorts board of directors
- Six Flags Entertainment Corporation in connection with its agreements with H Partners regarding the composition of the Six Flags board, shareholder activism by Land and Buildings and its CEO transition
Shareholder Activism Defense
- Heron Therapeutics in connection with a cooperation agreement with Rubric Capital and Velan Capital
- Sylvamo in connection with its cooperation agreement with Atlas Holdings
- Mueller Water Products in connection with its cooperation agreement with Ancora Holdings
- Travelport Worldwide Limited in response to shareholder activism by Elliott Management and in its $4.4 billion sale to Siris Capital and Elliott
- KVH Industries, Inc. in its successful defense against a proxy contest led by VIEX Capital
- Taubman Centers in connection with shareholder activism by Land and Buildings
- Del Frisco’s Restaurant Group, Inc. in its agreement with Engaged Capital regarding the composition of the board
- Avis Budget Group in its defense against multiple proxy contests by SRS Investment Management and an agreement with SRS regarding the composition of the Avis Budget Group board of directors
- Vitamin Shoppe in its defense against a full slate proxy contest by Vintage Capital, its agreements with Vintage Capital and Shah Capital regarding the composition of the Vitamin Shoppe board of directors, and its acquisition by Liberty Tax
- Daseke in connection with its cooperation agreements with Don Daseke and Lyons Capital regarding the composition of the Daseke board
- KVH Industries, Inc. in connection with its cooperation agreement with Vintage Capital Management, LLC regarding the composition of the KVH Industries board
- Tenneco Inc. in connection with its cooperation agreement with Protean Services LLC and Daniel A. Ninivaggi regarding the composition of the Tenneco board
- Lee Enterprises in response to the “withhold-the-vote” campaign by Cannell Capital
- Laredo Petroleum in connection with shareholder activism by SailingStone Capital Partners
- Xerox in its agreement with Carl Icahn and Darwin Deason regarding the composition of the Xerox board of directors
- CBL in its agreement with Exeter Capital regarding the composition of the CBL board of directors
Defense of Activist Challenges to M&A Transactions
- Thoma Bravo in its successful defense of its acquisition of Magnet Forensics against opposition by Nellore Capital Management
- Vista Equity Partners in its successful defense of its acquisition of Avalara against a proxy contest by Altair US, LLC
- Starwood Capital Group in its successful defense of its $6 billion joint acquisition, together with Blackstone Real Estate Partners, of Extended Stay America Inc. against a proxy contest by Tarsadia Capital
- Vista Equity Partners in its successful defense of its acquisition of Pluralsight against a proxy contest by Eminence Capital
- Thoma Bravo in its successful defense of its acquisition of Instructure against opposition by Praesidium and Rivulet Capital
- Callon Petroleum Company in its successful defense of its $3.2 billion acquisition of Carrizo Oil & Gas against opposition by Paulson & Co. Inc.
- Steiner Leisure (an L Catterton portfolio company) in its successful defense of its PIPE investment in OneSpaWorld against opposition by Deep Field Asset Management
- Vista Equity Partners in its successful defense of its acquisition of Mindbody against opposition by Luxor Capital
- Rowan Companies plc in its successful defense of its $12 billion merger with Ensco against opposition by Canyon Capital
- WellCare Health Plans in its successful defense of its $17.3 billion acquisition by Centene Corporation against opposition by Third Point, Sachem Head and Corvex
- HGGC in its successful defense of its acquisition of Monotype Imaging against opposition by Gilead Capital
Won and established key precedent with SEC in first attempted proxy contest under new universal proxy rules
Winner, Activist Defense Law Firm of the Year
The Deal Awards, 2020
Band 1 (Highest Ranking) for Shareholder Activism: Advice to Boards
The Legal 500 United States, 2020–2024
News &
Insights
44th Annual Ray Garrett Jr. Corporate & Securities Law Institute