Justin C. Nowell

JUSTIN NOWELL has significant experience counseling public, private, and not-for-profit companies and boards of directors across industries, advising on a wide range of matters, including leadership transitions, effective governance practices, fiduciary duties, risk oversight, conflicts of interest, shareholder activism and preparedness, takeover defense, mergers and acquisitions, shareholder engagement, special committee investigations, board and committee structure, board self-evaluation processes, and related matters impacting companies’ businesses and key stakeholders.

Justin has been recognized as a New York “Rising Star” in 2025 by Super Lawyers and in Savoy’s list of 2024 “Most Influential Lawyers.” In addition, he is an adjunct professor at the Fordham University School of Law and is recognized as a Certified Corporate Governance Professional® by the Society for Corporate Governance.

Justin speaks regularly on panels regarding evolving business trends, stakeholder expectations, and best practices in the regulatory and corporate governance spheres. He also frequently authors publications on these topics.

Justin received his J.D. from Columbia Law School, where he was a James Kent Scholar and Harlan Fiske Stone Scholar.

Corporate Governance and Shareholder Activism and Corporate Defense

• Represented a food distributor in a successful leadership transition.
• Represented a consumer goods company in strategic board succession planning.
• Represented a pharmaceutical company in a comprehensive evaluation of its policies, practices, culture, and overall environment.
• Represented a mass-media company in connection with the successful resolution of an investment by an activist investor.
• Represented a restaurant chain in connection with the successful negotiation of cooperation agreements with multiple activist investors.
• Represented an energy device company in its proxy contest defense against an activist investor and successful negotiation of cooperation agreements with multiple activist investors.
• Represented a specialty retailer in a proxy fight against an activist investor, resulting in the successful re-election of all the company’s director nominees.
• Represented a chain of merchandise retail stores in a successful resolution of an aggressive proxy fight and activism campaign for a complete takeover of the board of directors.
• Represented an oil and gas company against a hostile proxy fight and activism campaign, culminating in a settlement agreement.
• Represented an insurance company in a successfully negotiated withdrawal of a “first of its kind” shareholder proposal regarding reproductive freedom.
• Represented an insurance company in a successfully negotiated withdrawal of a shareholder proposal regarding gender pay equity.
• Represented a drug company in SEC reporting and other public disclosures, including amendments to the company’s organizational documents and board refreshment policies.
• Represented a personal products company on SEC reporting and other public disclosures, including amendments to the company’s organizational documents to lower the threshold for shareholders to call a special meeting.
• Represented a technology company on the compliance and implementation of Rule 10b5-1 plans for directors transacting in the company’s securities.
• Represented a payment card service corporation on board of director evaluations and refreshment.
• Represented an oil and gas company on ESG/sustainability and corporate governance disclosures.
• Represented a broadcast, digital media, and marketing services company on SEC reporting and other public disclosures, including preparing amendments to the company’s organizational documents to eliminate supermajority voting provisions.
• Represented a defense contractor on SEC reporting and other public disclosures, including preparing amendments to the company’s organizational documents to implement a majority voting standard for the election of directors.

Mergers and Acquisitions

• Represented a chemical and ingredients distributor in an approximately US$2 billion acquisition.
• Represented an oil and gas company in an approximately US$1.6 billion sale.
• Represented an investment management company in an approximately US$1.2 billion acquisition.
• Represented a chemical and ingredients distributor in an approximately US$640 million sale of business units.
• Represented an integrated payment solutions company in an approximately US$630 million acquisition.
• Represented a publisher of health and wellness magazines, books, and digital properties in an approximately US$205 million sale of business units.
• Represented a personal care company in an approximately US$125 million sale of business units.
• Represented a bank holding company and financial services corporation in an approximately US$85 million acquisition, plus additional contingent payments for revenue and product milestones up to an additional US$80 million.

Private Equity

• Represented affiliates of an investor of US$279 million full redemption of all outstanding convertible preferred equity securities.
• Represented an investment fund in a US$100 million minority investment.

Capital Markets

• Represented an issuer in structuring its US$500 million senior notes offering and tender offer of US$150 million in outstanding notes.
• Represented an issuer in structuring its US$750 million offering of fixed rate notes.
• Represented an issuer in structuring its US$550 million senior notes offering.

Some of the above matters were handled prior to joining Sidley.

• American Bar Association
• New York State Bar Association
• New York City Bar Association
• Council of Urban Professionals Fellow
• Society for Corporate Governance
• Harlan Fiske Stone Society