Shaun J. Mathew

Partner Shareholder Activism & Hostile Takeover Defense

New York +1 212 909 3035

Shaun J. Mathew

Overview

Shaun J. Mathew is a corporate partner in the New York office of Kirkland & Ellis LLP. Shaun counsels public companies and their boards of directors on shareholder activism and hostile takeover response and preparedness, investor engagement, and complex corporate governance matters. In addition, Shaun is a member of Kirkland’s Crisis Response practice group, counseling clients on internal and external communications in high-profile crisis situations. His recent experience includes representing public companies across industries in responding to activist campaigns involving a number of activist investors, including Elliott Management, Carl Icahn, Starboard Value, JANA Partners, and Engaged Capital.

While at Kirkland, Shaun's representative transactions have included:

  • Bristol-Myers Squibb in defense of its $90 billion acquisition of Celgene against opposition by Starboard
  • Travelport Worldwide Limited in response to shareholder activism by Elliott Management and in its $4.4 billion sale to Siris Capital and Elliott Management
  • Del Frisco’s Restaurant Group, Inc. in defense against a threatened proxy contest by Engaged Capital and in its agreement with Engaged Capital regarding the composition of the board
  • Wynn Resorts in its response to the “withhold-the-vote” campaign by Elaine Wynn and its agreement with Elaine Wynn regarding the composition of the Wynn Resorts board of directors
  • Xerox in its agreement with Carl Icahn and Darwin Deason regarding the composition of the Xerox board of directors
  • Rowan Companies plc in defense of its merger with Ensco against opposition by Canyon Capital
  • Vista Equity Partners in defense of its acquisition of Mindbody against opposition by Luxor Capital
  • Vitamin Shoppe in its defense against a full slate proxy contest by Vintage Capital and its agreements with Vintage Capital and Shah Capital regarding the composition of the Vitamin Shoppe board of directors
  • Vitamin Shoppe in its acquisition by Liberty Tax
  • Avis Budget Group in its defense against a proxy contest by SRS Investment Management and its agreement with SRS regarding the composition of the Avis Budget Group board of directors
  • Lee Enterprises in response to the “withhold-the-vote” campaign by Cannell Capital
  • Staples Inc. in its $996 million acquisition of Essendant Inc.

Prior to joining Kirkland, Shaun’s representative transactions included:

  • SandRidge Energy in connection with opposition by Carl Icahn and Fir Tree Partners to the $746 million proposed merger with Bonanza Creek Energy
  • Rice Energy in the proxy contest defense of its merger with EQT against JANA Partners
  • Fred’s in connection with the activism campaign by Alden Global Capital
  • Simpson Manufacturing in its proxy contest defense against Iron Compass
  • Ruby Tuesday in connection with a threatened proxy contest by Engaged Capital 
  • Matrix Service Company in its proxy contest defense against Engine Capital
  • Owens Realty Mortgage against the withhold-the-vote campaign by Freestone Capital and in the subsequent repurchase of shares from Freestone Capital
  • Immunomedics in its proxy contest defense against venBio Select Advisor
  • Senomyx in its proxy contest defense against VCM Group
  • Stratus Properties in its proxy contest defense against Carl E. Berg
  • RiceBran Technologies in its proxy contest defense against LF-RB Management
  • Old Point Financial in its proxy contest defense against PL Capital
  • Rubicon Technology in its proxy contest against Paragon Technologies
  • Xplore Technologies in connection with the activism campaign by RGJ Capital
  • Capstone Turbine in its proxy contest defense against VCM Group
  • Crest Financial Limited in its proxy contest against the merger of Clearwire Corporation with Sprint Nextel Corporation

Wachtell Lipton Rosen & Katz

Vinson & Elkins LLP

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Thought Leadership

Publications

"Purpose, Culture and Long-Term Value — Not Just a Headline," Kirkland Governance Update, February 11, 2019

“Surviving Activist Shareholders, Passive Index Funds and Corporate Crises,” Corporate Board Member, September 10, 2018

“Shareholder Activism – Evolving Tactics,” Kirkland M&A Update, August 9, 2018

“Advance Notice Bylaw Deadlines – A Warning Shot,” Kirkland M&A Update, May 16, 2018

“Advance Notice Bylaws – Advantage Confirmed,” Kirkland M&A Update, April 16, 2018

“Takeaways from BlackRock’s 2018 CEO Letter,” Law360, January 26, 2018

“Diversity Poised To Take Center Stage In 2018 Proxy Season,” Law360, December 14, 2017

Select Seminars

Shareholder Activism & Engagement: Lessons from the Trenches, Governance Week (June 2019)

Governance Issues, Why ESG Issues Matter to Energy Companies and How to Handle Them (January 2019)

Shareholder Activism: Adapting to a New Era of Investor Relations, Equilar Webinar (November 2018)

Shareholder Activism Spotlight, Merrill Insight (September 2018)

How to Handle Post-Deal Activism, DealLawyers.com (January 2018)

Shareholder Activism and Contested Corporate Elections: Lessons from the Trenches, American Bar Association (November 2017)

M&A and Shareholder Activism Panel, Global Restaurant Leadership Conference, Dubai (October 2017)

Memberships & Affiliations

Harvard Association of Law and Business (Co-Chair, Alumni Advisory Board)

NYU Lawyer Alumni Mentoring Program (Advisory Board)

Ashoka Foundation (Ashoka Support Network)

Credentials

Admissions & Qualifications

  • New York
  • Texas

Education

  • Harvard Law SchoolJ.D.cum laude

    Founder, Harvard Association of Law & Business

  • New York UniversityB.A., Economics & Politicssumma cum laude
  • London School of Economics and Political ScienceGeneral Course