Shareholder Engagement and Activism

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Public companies and investors alike benefit from Ropes & Gray’s extensive experience with proxy contests and pre-contest negotiations.

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“They’re incredibly business-savvy and understand the consequences of their advice.” Client, Chambers USA

News

In Bloomberg Law Insights, Ropes & Gray Attorneys Provide Considerations for General Counsel at Companies with Shareholder-Nominated Directors

Corporate partner and co-head of the special situations practice Jeff Katz, litigation & enforcement associate Annie Hancock and corporate associate Keith MacLeod co-authored an Aug. 31 article published by Bloomberg Law Insights that examines practical considerations for general ...

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Overview

Ropes & Gray has deep experience providing strategic advice to both public companies and investors engaged in proxy contests, pre-contest negotiations and other forms of shareholder engagement. With a relentless focus on favorable outcomes and client service, we help clients organize teams and navigate the challenges with minimum distraction from their core business.

Our experience representing both publicly traded companies and institutional investor clients gives us unique perspective into the motivation and strategies of both sides. Our firm culture enables us to work seamlessly across disciplines with integrated teams from M&A, litigation, securities regulation and corporate governance practices.

Offensive

What’s at stake for our Institutional Investor Clients

  • Reputational risk 
  • Opportunity cost
  • Value of investment
  • Relationships with other investors
  • Compliance with SEC regulations

Why Ropes & Gray

  • We regularly advise investors on constructive engagement with management
  • We advise institutional investor clients (including hedge funds) potentially engaged in an activist campaign, proxy contest and pre-contest negotiation
  • We regularly work with other advisors, including communications firms, proxy solicitors and bankers

Defensive

What’s at stake for our Public Company Clients

  • Distraction of management
  • Reputational risk for both the company and individual executives
  • Potential loss of control of company
  • Compliance with SEC regulations
  • Relationship with shareholders

Why Ropes & Gray

  • We provide ongoing advice to companies on shareholder communications and outreach, engagement with activists, and defenses against threatened and actual proxy contests or other shareholder activism
  • We regularly work with other advisors, including communications firms, proxy solicitors and bankers
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