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Sidley’s Shareholder Activism and Corporate Defense practice is widely recognized as the go-to activism defense practice. Our practice is led by Kai H. E. Liekefett and Derek Zaba, two of the very few lawyers in the world who devote 100% of their time to shareholder activism, proxy fights, hostile takeovers, and related settlements. In the past five years, the Shareholder Activism and Corporate Defense team members have been involved in more than 100 proxy contest defenses for issuers worldwide and approximately 25% of all proxy contests in the U.S., more than any other law firm. Due to our knowledge and experience, Sidley is frequently hired as “shareholder activism counsel” or “proxy fight counsel” by companies and/or their boards to work with primary outside counsel on activism defense matters.

Strong representation on behalf of clients has earned our Shareholder Activism and Corporate Defense practice widespread recognition in such publications, including:

  • Chambers USA has ranked Sidley Band 1 in New York for “Corporate/M&A: Takeover Defense” in 2022 and 2023
  • The Legal 500 has ranked Sidley Tier 1 in the U.S. for “Shareholder Activism – Advice to Boards” in 2023
  • The Deal has named Sidley “Activist Defense Law Firm of the Year (Large Cap)” in both 2021 and 2022

Sidley has been ranked No. 1 in all shareholder activism defense league tables as recently as 2022:

  • Ranked No. 1 in Bloomberg’s Global Activism League Tables for company-side legal advisers;
  • Ranked No. 1 in FactSet’s Company Defense Advisor League Tables for legal advisers;
  • Ranked No. 1 in Refinitiv’s Global Shareholder Activism Scorecard for company-side legal advisers

Representative Matters

While many shareholder activism matters remain private, a selection of our Shareholder Activism and Corporate Defense team’s representative engagements includes:

  • Alkermes in its proxy contest defense against Sarissa
  • Freshpet in its proxy contest defense against JANA Partners
  • Nordstrom in its activism campaign defense against RC Ventures/Ryan Cohen
  • Pitney Bowes in its proxy contest defense against Hestia Capital
  • Emerson Electric in respect of its unsolicited takeover bid for National Instruments
  • Rogers in its proxy contest defense against Starboard
  • The New York Times in respect of an activist investment by ValueAct
  • Hasbro in its proxy contest defense against Alta Fox and Ancora;
  • Box in its proxy contest defense against Starboard;
  • LivePerson in its proxy contest defense against Starboard;
  • US Foods in its proxy contest defense against Sachem Head;
  • SpartanNash in its proxy contest defense against Macellum and Ancora;
  • Peloton in its activism campaign defense against Blackwells Capital;
  • Zendesk in its proxy contest defense against JANA Partners;
  • NiSource in its activism defense campaign against Elliott;

About Our Team

Kai Liekefett, a fellow of The American College of Governance Counsel, was named “Dealmaker of the Year” by The American Lawyer in 2019. The American Lawyer named Derek Zaba as a Trailblazer in the Western Region of the United States in 2022 for his work in shareholder activism and contested M&A. Both Kai and Derek are ranked by Chambers USA among the leading lawyers for “Corporate/M&A: Takeover Defense” and in The Legal 500 for “Advice to Boards.” Sidley partner Elizabeth (Beth) Berg was honored by The Deal as one of the “Top Women in Dealmaking” for her work in shareholder activism in both 2021 and 2022 and as a key lawyer in The Legal 500 for “Advice to Boards.”; additional team members listed as key lawyers for “Advice to Boards” include partners Jessica Wood and Leonard Wood. Sidley’s team members speak regularly about shareholder activism on panels and at universities around the world, including at Harvard and Stanford. They are frequently interviewed and quoted as shareholder activism and corporate defense thought leaders by the national and international media: CNN, CNBC, The Wall Street Journal, The New York Times, Bloomberg, Reuters, The Economist, the Financial Times, TIME, USA Today, Forbes, Law360, and The Deal.

Contacts