Shareholder Engagement and Activism Defense

Cleary Gottlieb’s distinguished Shareholder Engagement and Activism Defense practice is widely recognized as a go-to advisor for clients responding to shareholder activists and activism campaigns.

We provide pragmatic, strategic, and commercially grounded legal counsel to Fortune 500 companies, other leading corporations, and their boards facing some of their most critical and sensitive situations, seamlessly coordinating across our global offices to deliver responsive and comprehensive support.

Our lawyers understand the players, tactics, and potential pitfalls of activist campaigns, proxy fights, tender offers, and unsolicited transactions, enabling us to provide targeted, strategic advice at every stage. We have extensive experience advising clients on campaigns led by prominent activist investors, including Elliott Management, Trian Partners, Starboard Value, Third Point, ValueAct, D.E. Shaw, JANA Partners, Irenic Capital, Ananym Capital, Engaged Capital, Anson Funds, and Carl Icahn.

Integrated expertise across disciplines. Activism defense is inherently multidisciplinary. Our practice combines capabilities across M&A, corporate governance, capital markets, executive compensation, and shareholder litigation to address the full range of challenges that activists present. This includes navigating proxy contests and implementing takeover defenses, as well as responding strategically to demands for M&A, divestitures, spin-offs, capital returns, operational improvements, board composition changes, director elections, executive compensation reforms, enhanced risk management, and ESG.

Collaboration at the center of our practice. Effective activism defense requires coordination among multiple stakeholders. Boards, special committees, and executive management rely on us to serve as the central point of coordination to ensure a unified response. Our role extends beyond legal advice – we provide strategic and governance guidance that empowers clients to act decisively under pressure.

Preparing before the campaign begins. The most successful activism defense starts long before an activist appears. We work closely with clients and their advisors to prepare a tailored response plan that positions the company for success.