Shareholder Activism in M&A: Anticipating and Responding to Shareholder Challenges

Planning for Activist Objections to Board Representation, Deal Price and Appraisal Rights When Negotiating Deals

Recording of a 90-minute premium CLE webinar with Q&A

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Conducted on Thursday, October 30, 2014

Recorded event now available

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Course Materials

This CLE course will provide deal counsel with a review of the latest trends in activism by shareholders in response to planned M&A. The panel will outline practical steps for deal counsel to anticipate and manage challenges by shareholders.


According to a recent study by Cornerstone Research, 94% of public M&A deals triggered challenges by shareholders in 2013. Areas that activist shareholders frequently target are deal price, deal process and appraisal rights.

To prevent deals from becoming derailed or delayed by activist shareholders, counsel for M&A buyers and target companies must guide their clients in implementing early strategic measures to anticipate and respond to challenges. Such efforts should include identifying vulnerabilities in the transaction that activists could attack, and carefully crafting deal terms to increase the chance of approval by shareholders and allocate risk.

Counsel should also help buyers and targets create a long-term strategy for evaluating M&A proposals to identify and minimize the likelihood of future activist challenges.

Listen as our authoritative panel discusses recent trends in shareholder activism in M&A transactions and best practices for anticipating and responding to shareholder challenges.



  1. Current trends in shareholder activism in M&A deals
    1. Board representation
    2. Deal price
    3. Appraisal rights
  2. Preparing for shareholder challenges
    1. Communicating with shareholders
    2. Soliciting shareholders’ concerns up front
    3. Identifying vulnerabilities in a transaction
    4. Negotiating provisions in a merger agreement
  3. Responding to and defending shareholder challenges


The panel will review these and other key issues:

  • The most common challenges activist shareholders make against public M&A transactions
  • Steps that deal counsel can take to prepare in advance for activist shareholders when planning and negotiating a deal
  • Strategies for responding to activism and minimizing the likelihood of future challenges


Kai Haakon E. Liekefett, Esq.
Kai Haakon E. Liekefett, Esq.

Vinson & Elkins

Mr. Liekefett's practice focuses on mergers and acquisitions and shareholder activism. He has extensive experience...  |  Read More

William P. Mills
William P. Mills

Cadwalader Wickersham & Taft

Mr. Mills concentrates his practice in the area of corporate law, with emphasis on mergers and acquisitions, securities...  |  Read More

Darren Novak
Darren Novak

Senior Vice President
Houlihan Lokey

Mr. Novak  specializes in advising companies on public and private M&A transactions, particularly in activist...  |  Read More

Gary Finger
Gary Finger
Houlihan Lokey

Mr. Finger is a Director in Houlihan Lokey's New York office. He is a member of...  |  Read More

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