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Shareholder Activism

It is a new age for activist investing—and insurgent hedge fund investors are transforming corporate governance. With over $100 billion under management, activists have emerged as a whole new asset class.

Our clients must increasingly respond to activist demands relating to a wide range of economic, strategic and governance objectives, such as recommending that a company increase dividends or share repurchases or dispose of assets, or lobbying for a change in the board composition. Shareholder activism also can become a significant factor in the success or failure of mergers and acquisitions transactions.

Against this backdrop, we help our corporate clients navigate the sophisticated challenges posed by activists. Ours is a seasoned multidisciplinary team that understands the various governance, corporate, securities, regulatory and litigation issues raised in activist situations. We closely collaborate with outside professionals in public relations, investment banking and proxy solicitation to give our clients maximum guidance. Our counsel in these situations can span the spectrum from advising on proxy battles to negotiating settlements with activists, including standstill agreements and the granting of board seats.

The recently increased incidence of intervention by activists in mergers and acquisitions transactions and board elections has led to Simpson Thacher advising clients in such notable transactions and activist situations as Dell, Clearwire, Smithfield, Office Depot, Ingersoll Rand, Microsoft, ValueVision Media, Walter Energy and C. R. Bard, which have involved activist shareholder campaigns, proxy contests, deal jumps and negotiated settlements. Whether it involves getting a deal done, battling insurgents in a prolonged proxy contest or structuring and negotiating a settlement arrangement, we have the experience to lead the process on behalf of our clients.

$100 Billion
Activist hedge funds now control more than $100 billion in total assets, according to Hedge Fund Research

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