Shareholder Activism: Responding to Proxy Contests and Other Actions That Impact Corporate Boards and Decision-Making

Negotiating Settlement Agreements That Equitably Address Shareholder Concerns

*** This program has been cancelled ***

A live 90-minute CLE webinar with interactive Q&A

Wednesday, April 12, 2017
1:00pm-2:30pm EDT, 10:00am-11:30am PDT

This CLE webinar will provide corporate counsel with the tools to engage with activist shareholders and best respond to their demands. The panel will review the latest developments in proxy contests, the types of settlement agreements entered into to cut off proxy contests and other actions, and the competing concerns which might exist with other institutional shareholders.


Shareholder activism has increasingly become a factor in corporate decision-making as ownership of stock in publicly held companies has shifted over time from retail investors to hedge funds and institutional investors. Significant shareholders have the ability and desire to change the makeup of corporate boards or otherwise affect actions of management which may impact stock performance.

Activist shareholders often seek to impact board elections through proxy contests with the goal of electing one or more directors. Counsel must understand the current proxy rules and have a strategy for conducting proxy contests.

Management’s best course of action might be to enter into a settlement agreement which meets certain demands of activist shareholders in order to avoid a costly proxy fight or dispute. Settlement agreements often address voting rights and procedures, director pre-resignation, information sharing and standstill provisions, and other matters. Counsel should know the key concepts that should be addressed in any settlement agreement, while being mindful of the competing concerns of other significant shareholders.

Listen as our authoritative panel discusses proxy contests and other actions taken by activist shareholders and strategies for countering these actions, including engagement and settlement. They will also review the provisions that might be found in shareholder settlement agreements. Finally, they will discuss amendments recently proposed by the SEC to federal proxy rules which would require universal proxy cards and how the use of universal proxy cards might impact proxy contests.


  1. Shareholder activism—current trends
  2. Objectives of activist investor vs. institutional investor
  3. Proxy contests
    1. Proxy advisory firms—their impact on a proxy contest
    2. Settlement/aftermath of a proxy contest
  4. Proxy access as an alternative to proxy contests—universal proxy cards
  5. Settlement agreements
    1. Minimum shareholding and director pre-resignation provisions
    2. Standstill provisions
    3. Voting agreements
    4. Information sharing
    5. Expense reimbursement


The panel will review these and other key issues:

  • What are the objectives of the activist investor vs. institutional investor?
  • How is a proxy contest conducted and what is the role of the proxy advisory firm?
  • How would a universal proxy card affect the proxy contest?
  • What is the best way to respond to other demands of the activist shareholder?
  • What are the typical issues addressed in a settlement agreement?


Derek D. Bork, Partner
Thompson Hine, Cleveland

Mr. Bork is the Chair of the firm's Takeovers and Shareholder Activism Group. His practice is focused on shareholder activism, proxy contests and hostile takeovers, public company board and special committee matters, securities law and public company reporting, mergers and acquisitions, and general corporate matters. He also provides advice regarding strategy and shareholder communications in activist shareholder matters, proxy contests and hostile takeovers. He regularly represents hedge funds and other investors in activist campaigns and is a frequent writer and speaker in this area.

Keith E. Gottfried, Partner
Morgan Lewis & Bockius, Washington, D.C.

Mr. Gottfried focuses his practice on advising public companies across the United States on activist defense matters. As the head of the firm’s shareholder activism defense practice, he counsels public companies—including boards of directors and special committees—with respect to preparing for and/or responding to high-profile proxy contests, special meeting demands, withhold and vote-no campaigns, shareholder proposals, and other activist shareholder campaigns, as well as contests for corporate control and negotiated and contested mergers and acquisitions (M&A) situations. He also advises public companies and their boards of directors on the latest techniques for making a company less vulnerable to activist shareholders, best practices for engaging with shareholders, strategic communications, corporate governance issues, board composition enhancement programs, and board advisory matters.

Steve Wolosky, Partner
Olshan Frome Wolosky, New York

Mr. Wolosky is his firm's Activist & Equity Investment Practice Chair. He counsels clients in the areas of proxy contests and mergers and acquisitions and advises hedge funds and investment partnerships on activist situations nationwide and worldwide. He advises clients in negotiating mergers and acquisitions and hostile takeovers of public companies. He has extensive experience representing public and private issuers of debt and equity securities, purchasers and sellers in mergers, stock and asset transactions, and investment funds in their formation, capital raising and investment transactions. He counsels corporate clients in corporate planning and structuring activities, corporate governance matters, dealings with stock exchanges, and public company compliance matters.

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