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Our Practices
Cole Schotz’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, the firm advises on:
- Activist strategy
- Corporate governance
- Proxy rules
- Securities laws and compliance
Playing chess, not checkers
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.
An integrated multi-disciplinary team
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 office in Delaware also allows us to draw upon our team’s deep bench of experience litigating in Delaware Chancery court, as well as other courts around the country. This approach allows us to proactively plan for and address issues and pressure points before they occur, mitigating the need to react defensively.
A track record of creating innovative and original solutions
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 loopholes and pressure points that have resulted in the successful removal of management.
Representative Matters
- Representing a hedge fund in connection with an activist engagement relating to a publicly traded BDC.
- Representing an activist investor in connection with the potential hostile takeover of a publicly-traded company.
- Represented an investor group in a proxy contest against a biotechnology company to replace the entire board of directors, including dueling litigation in Federal and Chancery court in Delaware.
- Represented an activist investor in an activist campaign involving a NYSE-listed company, achieving a settlement resulting in the fund achieving a board seat plus a board observer seat.
- Represented a 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.
- Represented an activist investor in connection with an activist campaign involving a NYSE-listed company.
- Represented an activist investor in an activist campaign against a Toronto Stock Exchange-listed company.
- Represented an activist investor in connection with its investment in a Cayman Islands listed corporation with a Chinese based business.
- Represented a shareholder in connection with a squeeze-out merger.
- Represented a group of four of the leading hedge funds in an activist campaign to unwind a Canadian structured product vehicle.
- Represented a leading activist hedge fund in connection with its activist campaigns (including all of its governance and poison pill analyses prior to their making an investment).
- Represented public company in defense of an M&A activist engagement.
- Represented public companies on activist defense preparedness, by-law analyses, and implementation of poison pills.
- Served as litigation counsel in an action in Delaware Chancery Court regarding a proxy contest for control of the board.
- Handled numerous actions seeking books and records in Delaware.
