Shareholder Engagement and Activism Defense

Ropes & Gray advises public companies, boards of directors and independent committees on the full spectrum of shareholder engagement and activism defense matters, serving as trusted shareholder activism and proxy fight counsel in the most complex situations. Our work includes preparing for potential activist approaches, engaging with activists and facilitating negotiated outcomes, and defending against high-stakes proxy contests, hostile takeovers and unsolicited takeover approaches. We frequently are called upon to stress-test activist, contested election and takeover scenarios so boards are prepared before challenges arise.

Tailored Outcomes for Every Client

Our team focuses on achieving favorable outcomes for our clients without pushing for any pre-ordained result. We provide thoughtful, bespoke advice tailored to the specific facts and business objectives of each situation, whether we are facilitating a negotiated solution or leading the defense of a highly adversarial proxy contest, and we do not subscribe to a one-size-fits-all approach.

An Integrated Team Built for High-Stakes Matters

We have deep experience navigating complex, high-stakes shareholder activism and takeover defense matters, including campaigns involving activists who are already on the board, full slate proxy contests, and activism opposing M&A transactions. We pull together the best of our entire firm to deliver integrated capabilities across disciplines. Our lawyers collaborate to ensure that activism defense, corporate governance, M&A, capital markets, disclosure, executive compensation and other considerations are seamlessly delivered to clients as a single, coordinated package for timely, confident and well-informed decision-making. We also work closely and collaboratively with communications firms, proxy solicitors and bankers to offer unified, best-in-class perspectives tailored to each situation.