Drew Chapman is the chair of the Shareholder Activism Department.

He is a leading adviser on shareholder activism, corporate governance, proxy contests, tender offers and hostile takeovers, mergers and acquisitions, and corporate governance and securities litigation.  Drew is consistently looked to by clients involved in highly adversarial and hostile situations, whether or not involving litigation.

Experience

Drew represents activist investors, hedge funds and private equity firms, credit and distressed funds in activism matters, distressed, special situations and other complex transactions, and disputes.

He also represents corporations on these matters and provides guidance regarding shareholder activism preparedness and defense. Drew frequently counsels boards of directors, special committees and audit committees in connection with corporate governance, board and management evaluations, engagement with institutional investors and proxy advisory firms, and crisis management.

Emanating from his corporate governance practice, Drew is experienced in the health benefit plan space, representing self-funded plans and plan sponsors on a variety of matters including in connection with their relationship with third party administrators.

Over his career, Drew has been a partner at a number of the country’s leading law firms and recently joined Cole Schotz to build a dedicated shareholder activism and disputes practice on a conflict-free platform. He graduated law at the age of 20, being one of the youngest to graduate law in Australia’s history.

Representative Matters

A highlight of Drew’s recent activism matters includes:

• Representing a hedge fund in connection with an activist engagement relating to a publicly traded BDC
• Representing an activist investor in connection with an activist engagement, including launching a potential tender offer, 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 group of four leading hedge funds in an activist campaign against a Canadian company
• 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 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

Representative Distressed and Transactional Matters:

•  Represent one of the largest hedge funds in the world in connection with its distressed investments, including in:
  • Windstream
  • Amplify Energy
  • Breitburn
  • Caesar’s Entertainment
  • Chapparral Energy
  • Chesapeake Energy
  • Claire’s
  • Energy Future Intermediate Holdings
  • iHeart
  • Intelsat
  • Linn Energy
  • MEMP
  • Nortel
  • Oi
  • Peabody
  • Rue21
  • Seventy Seven Energy
  • Warrior Met Coal
• Represent a leading hedge fund in the sale of a $1.1 billion portfolio of assets
• Represent one of the largest hedge funds in the world in connection with its investment in Fannie Mae/ Freddie Mac
• Represent one of the largest credit managers on a $335 million bond exchange (including into part PIK) transaction of a restaurant chain
• Represent a large credit fund on restructuring the capital structure of a for-profit education company
• Represent a leading credit fund in the acquisition of a credit derivatives products company from a major bank
• Represent a large hedge fund in connection with a joint venture to form an energy trading company
• Represent a large hedge fund in the acquisition of the largest cattle feed lot company in the United States
• Represent a hedge fund in connection with its acquisition of numerous litigation claims
• Represent the CIO of a credit hedge fund, in connection with its spin-off from a private equity group, and subsequent investment by a seed investor into the management company
• A bank in the spin-off of its collective investment trust business
• Represented a shareholder in connection with a squeeze-out merger
• A leading insurance company in the sale of its GP and seed LP interests in a real estate asset manager/ fund

Drew has extensive experience working with sponsors on the formation, structuring, restructuring and operation of private funds. His work includes unique representations of sponsors and liquidators of, and investors in, troubled funds and other financial products. Most notably, he was one of the leading advisors to funds during the financial crisis of 2008-2009. Drew also represents clients in regulatory, investigations, and enforcements actions including before the SEC.

Fund Formation and Enforcement Representations:

• A real estate private equity firm in the launch of a $2.5 billion fund
• A real estate private equity firm in connection with a $600 million managed account
• A big-4 accounting firm as liquidator of the Level Global funds in connection with (i) a multi-party settlement with the SEC, management companies and their principals in connection with the insider trading actions brought against Anthony Chiasson, (ii) the sale of certain litigation claims, and (iii) the general liquidation and wind down of the fund. Following a court of appeals decision regarding insider trading liability, Drew orchestrated the return by the SEC of the disgorgement monies paid to the SEC in the aforementioned settlement (believed to be unprecedented in SEC history)
• An asset management firm and its founder in connection with a DOJ and SEC investigation and enforcement action
• A real estate manager in connection with an SEC audit
• A large hedge fund in its successful application to participate in the U.S. Department of the Treasury’s (“UST”) Public-Private Investment Program, through which investment management firms would invest funds from both private investors and UST to acquire toxic assets from financial institutions. Following the client’s selection as one of only nine investment management firms selected by the UST, represented the client in the successful structuring and launch of the Public-Private Investment Fund
• A top10 UK credit hedge fund manager, in restructuring 8 fund groups and setting up a U.S. presence
• Multiple hedge, private equity and real estate managers in the formation of open and closed ended funds ranging from $25 million to well over $1 billion

Networks & Affiliations

Drew is the co-founder and Chair of the Eagle Down Foundation.