Shareholder Activism and Corporate Defense

“Sidley Austin is the best in the business at activism defence work.”
Chambers USA 2024

Sidley’s Shareholder Activism and Corporate Defense practice is widely recognized as the go-to activism defense practice and has been ranked No. 1 across all league tables for this kind of work for many years. 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 other contests for corporate control, including related settlements, as well as short attacks.

Since 2020, Sidley has defended over 150 proxy contests worldwide and more than 25% of all late-stage proxy contests in the United States, more than any other law firm.

Our team has been opposite of all major activists, including Starboard, Elliott, Carl Icahn, ValueAct, JANA Partners, Trian, Third Point, Macellum, Ancora, Sachem Head, Engaged Capital, Saba Capital, Browning West, Impactive Capital, and Engine Capital. Due to our knowledge and experience, Sidley is frequently hired as “shareholder activism counsel,” “proxy fight counsel,” or “red team” 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, including:

• Chambers USA ranking Sidley Band 1 in New York for “Corporate/M&A: Takeover Defense” since 2022
• The Legal 500 ranking Sidley Tier 1 in the U.S. for “Shareholder Activism – Advice to Boards” since 2022

Sidley has been ranked No. 1 in all shareholder activism defense league tables, including:

• Ranked No. 1 in Bloomberg’s Global Activism League Tables for company representations in North America each year since 2020
• Ranked No. 1 in FactSet’s Company Defense League Tables for company representations in the U.S. each year since 2022
• Ranked No. 1 in LSEG’s Global Shareholder Activism Rankings for company representations globally each year since 2022 
• Ranked No. 1 in Diligent Market Intelligence’s Activism Advisor Awards for total issuer representations globally each year since 2023

Representative Matters

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

• BlackRock in its proxy contest defense against Saba Capital
• The New York Times in respect of an activist investment by ValueAct
• Texas Instruments in respect of an activist investment by Elliott
• Hasbro in its proxy contest defense against Alta Fox and Ancora
• Box in its proxy contest defense against Starboard
• Beacon Roofing Supply in defense of the unsolicited tender offer and proxy context by QXO
• Emerson Electric in respect of its unsolicited takeover bid for National Instruments
• Crown Castle in its activism defense campaign against Elliott
• Matthews International Corporation in its proxy contest against Barington Capital
• US Foods in its proxy contest defense against Sachem Head
• Alkermes in its proxy contest defense against Sarissa
• Gildan in its proxy contest defense Browning West 
• Alight in its proxy contest defense against Starboard
• Enhabit in its proxy contest defense against AREX Capital
• Rogers in its proxy contest defense against Macellum and Ancora
• SpartanNash in its proxy contest defense against Macellum and Ancora
• Texas Pacific Land Trust in its activism defense and litigation against Horizon Kinetics and SoftVest
• Nordstrom in its proxy contest defense against RC Ventures/Ryan Cohen
• Freshpet in its proxy contest defense against JANA Partners
• Sleep Number in its proxy contest defense against Stadium Capital
• BJ’s Restaurants in its activism defense against Pleasant Lake Partners/Fund 1 and PW Partners
• Invesco in its proxy contest defense against Saba Capital
• Medallion Financial in its proxy contest defense against ZimCal Asset Management and KORR Value
• The Necessity Retail REIT and Global Net Lease in their proxy contest defense against Blackwells Capital

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 for his proxy fight work. The American Lawyer named Derek Zaba 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 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 Reuben Zaramian. 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 including The Wall Street Journal, CNBC, The New York Times, The Economist, Bloomberg, Reuters, Financial Times, CNN, USA Today, Forbes, Law360, and The Deal.