Widely recognized and consistently ranked as the nation's premier practice in representing investors in contested director elections and other shareholder activist situations worldwide.

Olshan’s Shareholder Activism Practice is ranked as the No. 1 legal advisor to activist investors by Chambers USA (Band 1), The Legal 500 United States Guide, FactSet, Bloomberg, Refinitiv, Activist Insight Monthly and The Deal Activism League Table.

"Olshan is at the top of the shareholder activist field. The firm is a thought leader and has exceedingly diligent professionals capable of thinking on many different levels simultaneously." - Chambers USA

"The Olshan team brings both deep and broad experience in the activist space. They are thoughtful, creative, and extremely responsive." - The Legal 500 United States

Over the past decade our clients have orchestrated the replacement and appointment of more than 1,000 public company directors across the globe. We advise on over 100 activist campaigns each year, including many of the most closely followed, high-profile board contests and activist-driven M&A situations.

Our shareholder activist attorneys have unparalleled experience, both domestically and abroad, in counseling clients at all stages of their engagements with boards of directors and management teams, including:

Identifying Opportunities

We often get involved in the early stages of potential activist situations by undertaking a comprehensive analysis of a company's corporate governance and defense profile and identifying opportunities for effecting change. To that end, we carefully examine the company’s organizational documents, corporate governance practices and operational performance in order to help the client understand the target’s governance and operational shortcomings and structural vulnerabilities. We work collaboratively with our clients to devise a comprehensive yet cost-effective engagement strategy. 

Stock Accumulation / Schedule 13D Filings

We play an important role helping our activist clients plan their share acquisition programs and trading activities while ensuring compliance with a number of applicable securities laws and Hart-Scott-Rodino Act (HSR) filing requirements.  This includes preparing Schedules 13D, Forms 13F, HSR filings, Schedules 13H and Forms 3 and 4.  We have attained highly specialized expertise preparing Schedules 13D (5% early warning reports) underpinning most activist campaigns, having filed over 5,000 13Ds in the last decade. 

Behind-the-Scenes Engagements

Not all shareholder engagements escalate to proxy contests.  Almost every activist situation begins with private, behind-the-scenes engagement with a company's board, management and advisors. We counsel our clients at each stage of company engagement, assist with private letter-writing campaigns and advise on when to “go public” when private engagement fails. We also have expertise in making “books and records” demands.

Director Nominations and Shareholder Proposals

A cornerstone of our activism practice is assisting our clients with their compliance with company advance notice bylaw provisions to make director nominations or bring shareholder proposals. We work closely with our clients to ensure that their nomination letters and shareholder proposals comply with rigorous and highly technical information and timing requirements contained in most bylaws. Our skill set in this area has sharpened and evolved over the years as bylaw information and questionnaire requirements for nominating directors have become increasingly onerous and complex.

Proxy Contests

With exceptional experience and a deep understanding of the mechanics of executing and winning proxy campaigns, we can swiftly initiate a successful campaign even when just days remain before a nomination deadline.  Our attorneys work closely with clients to develop a comprehensive campaign strategy that begins with formulating a roadmap tailored to the client's specific goals and designed to maximize results in a contested proxy solicitation or negotiated resolution. In addition to preparing and filing proxy statements with the SEC and navigating the SEC’s comment process, we also draft fight letters, press releases and investor presentation materials, and walk our clients through presentations to ISS, Glass Lewis and other proxy voting advisory agencies. We also have the in-house capability to help our clients prepare sophisticated investor presentations and white papers.

Settlements

It is very common for activist campaigns to culminate with settlements intended to avoid protracted proxy contests and that make sense for all parties involved. Our attorneys play a leading role negotiating and drafting the best possible settlements for our clients. Having negotiated over 300 settlements resulting in over 500 new directors being seated since the beginning of 2016, we understand the latest market trends and contractual nuances that are critical to helping ensure a settlement will achieve an optimal outcome for our clients.

Alternative Activist Engagements

We present to our clients the full range of strategic options available to them for achieving their objectives based on the company’s organizational documents, state law and timing considerations.  Particularly after a nomination deadline has passed and it is too late to take action at an annual meeting, these alternatives to the nomination process may include:

  • Calling a special meeting of shareholders to remove and replace directors
  • Commencing a consent solicitation to remove and replace directors
  • Engaging in a withhold campaign soliciting “votes against” the re-election of directors

Our attorneys will draw upon and advise on the full activism "toolkit" available for each particular situation when designing a strategy to catalyze change.

Activist-Related Litigation

Our practice group includes a seasoned team of litigators as strategic litigation may be critical to successful execution of our clients’ goals to effect corporate change. Our litigators stand ready on short notice to assist our clients in a range of matters, including enforcing shareholder rights to compel special and annual meetings, obtaining corporate records, obtaining shareholder lists, challenging defensive maneuvers that impede the shareholder franchise and asserting class and derivative claims to challenge board conduct. We frequently appear in the Delaware Court of Chancery, where the majority of such cases are brought, and other courtrooms throughout the country on behalf of shareholder activists. We also represent shareholders in responding to claims asserted in federal court, including claims by management alleging violations of federal securities laws involving proxy and reporting obligations. When needed, our litigators draw on deep and longstanding relationships with key players in the activist community, including corporate governance experts, Delaware counsel and proxy solicitation firms.

Chambers 2024 USA Guide
The Legal 500 US 2024 - Top Tier
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