Shareholder Activism

Hamilton Clarke’s Shareholder Activism practice brings highly sophisticated expertise to all aspects of shareholder activism, proxy contests, and takeovers. 

With a unique combination of experience on both the investor and company side, we advise our clients on: 

  • Activist strategy 
  • Corporate governance 
  • Proxy rules, securities laws and compliance 
  • Tender offers and hostile take-overs 
  • Offensive and defensive litigation 
  • ESG 

Members of our Shareholder Activism group have represented and advised activist investors, strategic investors, occasional activists, as well as public company clients on activism and takeover preparedness and defense. 

In addition to traditional company engagements, our team has robust experience in activist campaigns against business development companies and closed-end funds. We are savvy in our approach and often find pressure points that have resulted in the successful removal of management. 

When planning an activist strategy, our attorneys work together from the outset to identify and preempt issues that may arise. 

Activism, proxy contests, tender offers and takeovers – which often include a litigation component – involve a fast moving and dynamic process that requires a team of experienced attorneys. 

We work together to address complex, multi-faceted issues that are intertwined and affect one another. We excel at the art of the deal, not just the science, and always plan steps ahead while not losing sight of the big picture. 

Our success is driven by integrating into one team high-end corporate, securities and litigation practitioners, all highly experienced in both the corporate and litigation side of campaigns, proxy contests, tender offers and other related litigation. 

Our extensive experience in Delaware, including litigating in Delaware Chancery court as well as other courts around the country, allows us to proactively plan for and address issues and pressure points before they occur, mitigating the need to react defensively. 

Our Shareholder Activism Practice also has significant experience on campaigns involving foreign companies listed as a U.S. exchange, as well as on international engagements including Australia, Canada, the Cayman Islands, China and the U.K. 

Representative Experience:

  • Activist group in seminal advanced notice bylaw litigation in Delaware Chancery Court establishing enhanced scrutiny standard
  • Hedge fund in connection with an activist engagement relating to a publicly traded BDC resulting in the sale of the BDC
  • Activist investor in connection with the potential hostile takeover of a publicly-traded company
  • Fortune 500 company in response to an activist shareholder seeking the sale of the company
  • Media company in contested acquisition of entertainment business
  • Several leading law firms on defending their corporate clients in multiple activist campaigns, serving as specialist activism co-counsel
  • Activist group in a proxy contest against a biotechnology company, including dueling litigation in Federal and Chancery court in Delaware
  • Activist investor in an activist campaign involving a NYSE-listed company, resulting in a settlement achieving a board seat plus a board observer seat for the fund
  • Investor in litigation involving the control and subsequent bankruptcy of a media company in the Southern District of Texas
  • Public oil & gas company in defense of an M&A activist engagement
  • Hedge fund in an activist campaign against the management of a BDC, resulting in the removal of the investment manager and the board of directors of the BDC
  • Activist investor in connection with an activist campaign involving a NYSE-listed company
  • Activist investor in an activist campaign against a Toronto Stock Exchange-listed company
  • Activist investor on its campaign at a leading Chinese biotechnology/ healthcare company listed on the Cayman Islands Stock Exchange
  • Group of four leading hedge funds seeking to unwind a structured products vehicle
  • Activist hedge fund in connection with its activist campaigns (including all of its governance/ poison pill rights plan analyses)
  • Public companies on activist defense preparedness, poison pill rights plans and advanced notice bylaw analyses
  • Litigation counsel in an action in Delaware Chancery Court regarding a proxy contest for control of the board
  • Handled numerous books and records requests in Delaware
  • Implementation of poison pill rights plans; takeover planning; analysis of takeover defense by acquirers, targets and activists