Sidley’s Shareholder Activism and Corporate Defense practice is led by Kai Haakon Liekefett and Derek Zaba, two of the very few lawyers in the world who devote 100% of their time to shareholder activism, proxy fights, and hostile takeovers. In the past five years, Sidley’s team members have been involved in more than 85 proxy contest defenses issuers worldwide and 25% of all U.S. proxy contests issuers, more than any other law firm. Due to their knowledge and experience, Sidley is frequently hired as “activism counsel” or “proxy fight counsel” to work with primary outside counsel on these matters.
Our practice is rated Band 1 in Chambers USA and has been ranked No. 1 in the following activism defense league tables:
- Ranked No. 1 in Bloomberg’s Activism Advisory League Tables for company-side legal advisers in 2020
- Ranked No. 1 in FactSet’s Activism Advisor League Tables for Company Representations in 2020
- Ranked No. 1 in Thomson Reuters’ Refinitiv Global Shareholder Activism Scorecard for company representations 2020
- Ranked No. 1 in Activist Insight’s 2020 Adviser Awards for Total Issuer Representations
While many matters remain private, past representative engagements of Sidley’s team members include:
- Several large and mega-cap companies in their activism campaign defense against Elliott Management, Starboard, Trian, Pershing Square, Third Point, Carl Icahn, and other activists
- Box, Inc. (NASDAQ: BOX) in its proxy contest victory over Starboard
- International Flavors & Fragrances [CEO] in connection with its cooperation agreement with Sachem Head
- TreeHouse Foods in its cooperation agreement with JANA Partners
- Alkermes in its cooperation agreement with Elliott Management
- Big Lots in its proxy contest defense against Macellum and Ancora
- Cubic in connection with a potential unsolicited takeover bid by Elliott Management
- Delek US in connection with a potential unsolicited takeover bid by Carl Icahn and CVR Energy
- Texas Pacific Land Trust in its proxy contest defense against SoftVest and Horizon Kinetic
- Argo Group International in its proxy contest defense against Voce Capital
- Elaine Wynn in her proxy contest against Wynn Resorts
- Fujifilm in its proxy contest-related litigation against Xerox, Carl Icahn, and Darwin Deason
- HomeStreet in its proxy contest defense against Roaring Blue Lion Capital
- United Airlines in its proxy contest defense against PAR Capital and Altimeter Capital
- Cabela’s in its activism campaign defense against Elliott Management
- Pandora Media in its activism campaign defense against Corvex Management
- Pulte Group in its activism campaign defense against Elliott Management and William J. Pulte
Kai Liekefett, a fellow of The American College of Governance Counsel, was named “Dealmaker of the Year” by The American Lawyer in 2019 and both Kai and Derek Zaba are ranked by Chambers USA for “Takeover Defense.” Moreover, in 2021, Sidley partner Beth Berg was honored by The Deal as one of the “Top Women in Dealmaking” for her work in shareholder activism. Sidley’s team members speak regularly about shareholder activism on panels and at universities around the world, including at Harvard, Stanford, and Frankfurt universities. They are frequently interviewed and quoted as a thought leaders by the national and international media, including CNN, The Wall Street Journal, CNBC, The New York Times, Bloomberg, Reuters, Financial Times, USA Today, Forbes, Law360, and The Deal.
