Jessica Wood

JESSICA WOOD focuses her practice on shareholder activism, hostile takeovers, public M&A, corporate governance, and strategic investor relations. Jessica has represented dozens of public companies in shareholder activism and hostile takeover matters over the past 10 years, advising on issues ranging from advance preparation for activism to full proxy contest defense. She also has significant public M&A experience, including representing public company targets and buyers in highly competitive sales processes, hostile takeover attempts, and topping bid situations.

As a leading member of Sidley’s Shareholder Activism and Corporate Defense practice, Jessica has helped Sidley rise to the top of several prominent shareholder activism defense league tables, including No. 1 rankings by Bloomberg, FactSet, Diligent, and LSEG (formerly Refinitiv/Thomson Reuters). Chambers USA has ranked Sidley in Band 1 in New York for Corporate/M&A: Takeover Defense (2022–2024), noting in 2024 that “Sidley Austin is the best in the business at activism defence work.” Sidley has been ranked in Tier 1 for “Shareholder Activism – Advice to Boards” by Legal 500. The firm was also recognized by The Deal as “Activist Defense Law Firm of the Year” two years in a row.

Jessica was named a finalist for The American Lawyer’s “Young Lawyer of the Year – Corporate” in 2024. She was also named one of the leading lawyers for “Shareholder Activism – Advice to Boards” by Legal 500 in 2025.

Jessica regularly speaks on shareholder activism, M&A and related matters at conferences and events hosted by the National Association of Corporate Directors, Society for Corporate Governance, The Deal, and others. She has also written extensively on these topics.

Jessica received her J.D., with honors, from Emory University School of Law, where she was an articles editor for the Emory Law Journal. She also holds an MBA from Emory University’s Goizueta Business School and a B.A. from Vanderbilt University, where she graduated magna cum laude.

Select shareholder activism matters include:

• Texas Instruments in its activism campaign defense against Elliott.
• The New York Times with respect to an activist investment by ValueAct.
• Alight in its proxy contest defense against Starboard.
• Emerson Electric with respect to its unsolicited takeover bid for National Instruments.
• Freshpet in its proxy contest defense against JANA Partners.
• Sleep Number in its activism campaign defense against Stadium Capital.
• Pitney Bowes in its proxy contest defense against Hestia Capital.
• Box, Inc. in its proxy contest victory over Starboard
• Peloton in its activism campaign defense against Blackwells Capital
• Zendesk in its proxy contest defense against JANA Partners
• LivePerson in its proxy contest defense against Starboard
• Crown Castle in its activism campaign defense against Elliott
• Knowles in its proxy contest defense against Caligan Partners and Falcon Edge
• Elaine Wynn in her proxy contest against Wynn Resorts
• HomeStreet in its proxy contest defense against Roaring Blue Lion Capital
• Potbelly in its proxy contest defense against Ancora Advisors and its proxy contest defense against Privet Fund
• Apogee Enterprises in its activism campaign defense against Engaged Capital
• AMAG Pharmaceuticals in its consent solicitation defense against Caligan Partners
• Medallion Financial in its proxy contest defense against KORR Value
• Several other public companies in their public and private activism campaign defenses and shareholder activism preparedness

Select transactions include:

• Anixter International (NYSE: AXE) in its agreement to be acquired by an affiliate of Clayton, Dubilier & Rice for approximately $3.8 billion, which was terminated after receipt of a superior proposal
• Anixter International in its successful sale to WESCO International for approximately $4.5 billion
• Magna International (NYSE: MGA) in its terminated agreement to acquire Veoneer, Inc. (NYSE: VNE) for $3.8 billion
• Magna International in its subsequent acquisition of Veoneer’s active safety business for $1.525 billion
• MTS Systems Corporation (Nasdaq: MTS) in connection with its response to multiple unsolicited takeover proposals, review of strategic alternatives, and ultimate sale to Amphenol Corporation for approximately $1.7 billion
• Alaska Communications (Nasdaq: ALSK) in its agreement to be acquired by an affiliate of Macquarie Capital and GCM Grosvenor for approximately $300 million, which was terminated after receipt of a superior proposal
• Alaska Communications in its successful sale to an affiliate of ATN International and Freedom 3 Capital for approximately $332 million
• The Navigators Group (Nasdaq: NAVG), a global specialty insurance company, in its sale to The Hartford for $2.1 billion
• Welsh, Carson, Anderson & Stowe and Managed Markets Insights & Technology in connection with MMIT’s $1.6 billion merger with Evaluate