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Shareholder Activism: A Changing Landscape


Product Code - LGA157
Speaker(s): Richard J. Grossman, Skadden, Arps, Slate, Meagher and Flom LLP; Eileen T. Nugent, Skadden, Arps, Slate, Meagher & Flom LLP; Scott S. Winter, Innisfree M&A Incorporated; Matthew Sherman, Joele Frank Wilkinson Brimmer Katcher
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Shareholder activism has increased significantly in the recent past. It has become an effective, even mainstream, way to influence corporate policy. The goals of activist investors have become more nuanced, often seeking incremental change and long-term involvement with target companies rather than just short-term gains.

Activists have shown that they are willing to use more potent measures when they believe that management is not cooperating with their requests. The success of activists has encouraged them to engage larger market cap companies in actions such as proxy battles, publicity campaigns, shareholder resolutions, litigation, and negotiations with management. In short, no public company today, no matter what its market capitalization, is immune from activist pressure, especially as the support for activists, even by traditional institutions, has lost any stigma that it once may have had.

Against this new and evolving landscape, corporate counsel and management and directors need to be aware that any company can be a potential target for activism. The faculty for this program will set forth some recent developments that interested parties should be aware of, along with an overview of common activist tactics and responses.

Educational Objectives:

• Gain an understanding of activist tactics.
• Learn how to respond if the company becomes subject to activism.
• Understand the ways in which companies have successfully fended off activists.
• Find out how to advise your corporate clients how to maintain control of, and the value of, their companies.

Who would benefit most from attending the program?

Corporate practitioners, general counsels and senior executives of public companies.

Program Level: Intermediate.

Credit Available: CLE. For more information, please click on the “CLE Credit” tab.

Richard J. Grossman, Skadden, Arps, Slate, Meagher and Flom LLP; Eileen T. Nugent, Skadden, Arps, Slate, Meagher & Flom LLP; Scott S. Winter, Innisfree M&A Incorporated; Matthew Sherman, Joele Frank Wilkinson Brimmer Katcher

Richard J. Grossman, Skadden, Arps, Slate, Meagher and Flom LLP
Richard Grossman focuses his practice on proxy contests, responses to shareholder activists, corporate governance matters, mergers and acquisitions, and leveraged buyouts. He has advised many companies with respect to corporate governance issues and responses to shareholder proposals and has represented companies in contested proxy solicitations and other contests for corporate control as well as unsolicited acquisition proposals. In addition, Mr. Grossman has advised clients in designing and implementing shareholder rights plans and other corporate protective measures.

Mr. Grossman earned a J.D. from New York University and a B.S. from The Wharton School, University of Pennsylvania. He has written about say-on-pay, Dodd-Frank, and M&A issues.

Eileen T. Nugent, Skadden, Arps, Slate, Meagher & Flom LLP
Eileen Nugent, global co-head of Skadden’s Transactions Practices, has worked on a wide variety of acquisitions and dispositions of companies, subsidiaries and divisions, both public and private, hostile and negotiated, in the United States and around the world. A significant number of these transactions have been leveraged buyouts (LBOs). Ms. Nugent has represented the full range of transactional parties, including buyers, sellers, controlling stakeholders, boards of directors and special committees, LBO organizers and management teams, as well as investment bankers and various financing sources. She has worked on numerous recapitalizations and other "reverse LBO” transactions, such as initial public offerings, and is one of the firm’s leading practitioners in the field of M&A and restructuring of financially distressed companies. The breadth of her experience has resulted in her being increasingly regarded as a senior legal, business and strategic adviser to her clients, particularly in the areas of corporate governance and conflict-of-interest situations, including dealing with significant stockholders.

Ms. Nugent earned a J.D. from Brooklyn Law School and an A.B. from Cornell University.

Scott S. Winter, Innisfree M&A Incorporated
Scott Winter is a Managing Director of Innisfree. His practice includes the representation of U.S. and international clients in a wide variety of transactions, shareholder meetings and corporate governance issues, with an emphasis on friendly and hostile acquisitions, as well as proxy contests. Prior to joining Innisfree, Mr. Winter was an attorney with Skadden, Arps, Slate, Meagher and Flom LLP specializing in mergers and acquisitions, including cross-border and hostile transactions. Before attending law school, he was a certified public accountant with Ernst & Young LLP focusing in hedge funds and broker-dealers.

Mr. Winter earned a J.D. from the New York University School of Law and a B.B.A. in accounting from the University of Wisconsin. He is a member of the American Bar Association, Society of Corporate Secretaries & Governance Professionals, and a past member of Mergers, Acquisitions and Corporate Control Contests Committee of the Association of the Bar of the City of New York.

Matthew Sherman, Joele Frank Wilkinson Brimmer Katcher
A founding member of the firm, Matt Sherman has more than 16 years of experience providing strategic corporate, financial and crisis communications counsel to boards of directors and executive leadership of public corporations and private equity firms involved in M&A, hostile takeovers, proxy contests, shareholder activism defense, spin-offs, reorganizations, financial restructurings, management changes, litigation, regulatory actions and a wide range of corporate crises.

Mr. Sherman earned an M.B.A. from Columbia Business School and a B.A. in international relations and a B.A. in communications from the University of Pennsylvania.

This program’s CLE-credit eligibility varies by state. Bloomberg BNA is an accredited provider in the states of New York, California, Pennsylvania, Texas and Virginia, and most other jurisdictions grant CLE credit on a per-program basis. At this time, Bloomberg BNA does not apply directly to the states of Florida, Rhode Island, Montana and Hawaii although credit is usually available for attorneys who wish to apply individually. Additionally, the following states currently do not grant credit for Bloomberg BNA OnDemand programming: Arkansas, Ohio, Nebraska, and Delaware. All requests are subject to approval once the live webinar has taken place or the customer has viewed the OnDemand version. Please contact the Bloomberg BNA accreditations desk if you have specific questions that have not been addressed.

If you have further questions regarding a specific state or how to file for CLE credit, please contact Bloomberg BNA customer service at 800-372-1033 and ask to speak to the CLE Accreditation Coordinator.

Hardship Policy
Bloomberg BNA offers a hardship policy for attorneys earning less than $50,000 per year. If an attorney wishes to take advantage of this option, he or she must contact Bloomberg BNA directly. For attorneys who are unemployed or earning less than $35,000 per year, a full discount off the price of the program will be awarded upon written proof of hardship. Attorneys earning between $35,000 and $50,000 per year will receive a 50% discount off the price of the program. Any attorney working in the public service sector also qualifies for a special price. If you have further questions regarding the hardship policy or seek additional information, please contact Bloomberg BNA customer service at 800-372-1033 and ask to speak to the CLE Accreditations Coordinator, or email us at accreditations@bna.com.

Questions
For more information about Mandatory or Minimum Continuing Legal Education (MCLE) requirements, visit the American Bar Association website at http://www.abanet.org/cle/mandatory.html.