Ian A. Engoron

Appreciated by clients for his diligence, dedication and understanding of the wide range of aspects relevant to activist investors, Ian has played a role in a variety of successful activist investor engagements—from proxy contests, consent solicitations, settlement negotiations, and withhold campaigns to public and private letter-writing campaigns and behind-the-scenes engagements with management teams and boards of directors. He also advises on many other matters relevant to activist investors, including Schedule 13Ds and Section 16 filings, mergers and acquisitions, hostile takeovers, shareholder rights, and corporate governance.

Representing shareholders and potential shareholders, including hedge funds and investment firms, Ian brings to each campaign an appreciation for both veteran and first-time activist investors and the many legal challenges they face in this still evolving area of law. He advises on a wide variety of activist strategies, including the critically important steps that must be taken in preparing to approach the target company and/or opposing counsel, and helps clients navigate challenges and exercise their rights as shareholders in order to achieve desired changes at companies.

Before attending law school, Ian earned an undergraduate degree in philosophy, which he believes makes him a better, more rounded lawyer.

• Assisted Land & Buildings Investment Management in its nomination and proxy contest at Apartment Investment & Management Co (Aimco), where shareholders elected Land & Buildings’ director nominee to the Aimco board of directors at the 2022 annual shareholders meeting. This was the first proxy contest taken all the way to a shareholder vote under the SEC’s new Universal Proxy regime.
• Assisted Broadfin Capital in its settlement overhauling Nevro Corp.’s leadership team and boardroom. As part of the agreement, Nevro’s president & CEO was replaced, three new directors were added to the board, and two incumbent board members resigned.
• Assisted Engaged Capital in its nomination and settlement with Quotient Technology pursuant to which two directors designated by Engaged were appointed to the company’s board of directors and a reconstituted four-member Strategic Committee. In connection with the settlement, Quotient also agreed to present a proposal to declassify its board of directors at the 2022 annual shareholders meeting and Quotient’s CEO retired from the company.
• Assisted Ancora Advisors in its nomination and settlement with C.H. Robinson Worldwide pursuant to which two directors designated by Ancora were appointed to the company’s board of directors and the parties agreed that a third candidate, by mutual agreement, would also be appointed. In addition, the company agreed to form a Capital Allocation and Planning Committee to objectively assess value creation opportunities, make recommendations to the board and support management’s review of the company’s capital allocation, operations and strategy, including enhanced transparency and disclosures to shareholders.
• Assisted White Hat Capital Partners in its first-ever nomination of directors and subsequent settlement for one board seat at Spok Holdings with a limited standstill agreement.
• Assisted WaterMill Asset Management with its consent solicitation at ZIOPHARM Oncology pursuant to which two of WaterMill’s director nominees were elected to the board of directors by stockholders. Following the successful consent solicitation, a settlement agreement was entered pursuant to which a third individual designated by WaterMill was appointed to the board of directors.

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Honors & Recognitions

• Recognized as a “Key Lawyer” in The Legal 500 United States guide for M&A/Corporate and Commercial: Shareholder Activism - Advice to Shareholders, 2021