Shareholder Activism

Activist/Engagement Strategies

Activists range from funds seeking to bring about positive change in under-performing or shareholder unfriendly companies, and pension funds demanding reform of executive pay schemes, to ethical investors calling for more attentive management.

Our highly skilled and tenacious team of lawyers combines corporate, reputation management and litigation expertise. They have unrivalled experience in advising the most high-profile activist clients on a wide range of strategies designed to bring about the desired change, including public and private campaigns/engagement with the company, proxy battles (including proposing resolutions/changing board composition), and legal actions against the company (and/or its major shareholders).

We start with an investigative analysis on the target company, including a review of its constitutional documents, governance practices, shareholder base/capital structure and history relating to the shareholder grievance. We develop an action plan which combines legal options with client objectives in a way which maximises opportunities and advantages. We then work tirelessly with the client at each stage of the action plan for greater impact, including engaging with the board, drafting letters and presentations, requisitioning meetings/submitting proposals, and liaising with regulators. Ultimately, we negotiate the settlement or solution with management.

We also understand that the advent of social media has given activists a tool with which to frame debate and discussion. Activists are aware that an individual or a company’s reputation can be destroyed by just one tweet. Their campaigns are increasingly as much about publicity as about corporate law. Working with our colleagues in Reputation Protection, we advise shareholder activists on exactly what they can and cannot say and on what they would like to achieve.

We also ensure our client are appropriately guided through their obligations under Insider Trading and Market Abuse Legislation, the Disclosure Guidance and Transparency Rules Chapter 5 and the Takeover Code as they become relevant in any activist campaign.

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