Shaun J. Mathew, P.C.
Overview
He provides practical advice. He has a great personality and he gets things done right. - Chambers USA, 2021
Shaun is a corporate partner and a leader of the Firm’s Shareholder Activism & Hostile Takeover Defense practice, which was named by The Deal as Activist Defense Law Firm Practice of the Year in 2020. Shaun counsels public companies and their boards of directors on shareholder activism and hostile takeover response and preparedness, investor engagement, and corporate governance matters, including those related to diversity, sustainability and other ESG related issues. 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 defending public companies and private equity sponsors in several of the most high profile challenges to M&A transactions, and he has defended clients against campaigns mounted by a number of activist investors including Elliott Management, Carl Icahn, Starboard Value, JANA Partners, and Engaged Capital.
Shaun has been recognized as among the best lawyers for activism and takeover defense by The Legal 500 and Chambers USA. He is also a frequent speaker on shareholder activism, corporate governance and ESG topics and has guest lectured at Harvard Law School and the University of Michigan Law School, among others. His articles have been featured in Harvard Law School Forum on Corporate Governance and he has been quoted in leading publications including The Wall Street Journal, The Deal and Law360.
Experience
Representative Matters
Select Experience Highlights
- Bristol-Myers Squibb in defense of its $90 billion acquisition of Celgene against opposition by Starboard and Wellington
- Travelport Worldwide Limited in response to shareholder activism by Elliott Management and in its $4.4 billion sale to Siris Capital and Elliott Management
- 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
- Six Flags Entertainment Corporation in connection with its agreement with H Partners regarding the composition of the Six Flags board
- Nikola Corporation in response to an activist short attack by Hindenburg Research
Shareholder Activism Defense
- KVH Industries, Inc. in defense against a proxy contest led by VIEX Capital
- Taubman Centers in connection with shareholder activism by Land and Buildings
- 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
- Avis Budget Group in its defense against multiple proxy contests by SRS Investment Management and an agreement with SRS regarding the composition of the Avis Budget Group board of directors
- Vitamin Shoppe in its defense against a full slate proxy contest by Vintage Capital, its agreements with Vintage Capital and Shah Capital regarding the composition of the Vitamin Shoppe board of directors, and its acquisition by Liberty Tax
- Daseke in connection with its cooperation agreements with Don Daseke and Lyons Capital regarding the composition of the Daseke board
- KVH Industries, Inc. in connection with its cooperation agreement with Vintage Capital Management, LLC regarding the composition of the KVH Industries board
- Tenneco Inc. in connection with its cooperation agreement with Protean Services LLC and Daniel A. Ninivaggi regarding the composition of the Tenneco board
- Lee Enterprises in response to the “withhold-the-vote” campaign by Cannell Capital
- Laredo Petroleum in connection with shareholder activism by SailingStone Capital Partners
- Xerox in its agreement with Carl Icahn and Darwin Deason regarding the composition of the Xerox board of directors
- CBL in its agreement with Exeter Capital regarding the composition of the CBL board of directors
Defense of Activist Challenges to M&A Transactions
- Starwood Capital Group in defense of its $6 billion joint acquisition, together with Blackstone Real Estate Partners, of Extended Stay America Inc. against a proxy contest by Tarsadia Capital
- Vista Equity Partners in defense of its acquisition of Pluralsight against a proxy contest by Eminence Capital
- Thoma Bravo in defense of its acquisition of Instructure against opposition by Praesidium and Rivulet Capital
- Callon Petroleum Company in defense of its $3.2 billion acquisition of Carrizo Oil & Gas against opposition by Paulson & Co. Inc.
- Steiner Leisure, an L Catterton portfolio company, in defense of its PIPE investment in OneSpaWorld against opposition by Deep Field Asset Management
- Vista Equity Partners in defense of its acquisition of Mindbody against opposition by Luxor Capital
- Rowan Companies plc in defense of its $12 billion merger with Ensco against opposition by Canyon Capital
- WellCare Health Plans in defense of its $17.3 billion acquisition by Centene Corporation against opposition by Third Point, Sachem Head and Corvex
- HGGC in defense of its acquisition of Monotype Imaging against opposition by Gilead Capital
Prior Experience
Wachtell Lipton Rosen & Katz
Vinson & Elkins LLP
More
Thought Leadership
Publications
“r/BlackRockAnnualLetter: Climate Change and ESG in the Age of Reddit,” Kirkland Governance Update, February 1, 2021
“REIT Activism Trends to Expect in the Wake of COVID-19,” Law360, October 2, 2020
“Poison Pills — A Measured Prescription,” Kirkland M&A Update, March 24, 2020
"#MeToo Compliance — Two Years In, “Wait-and-See” Is No Longer An Option," Kirkland Governance Update, October 3, 2019
"New SEC Policy for No-Action Requests to Exclude Rule 14a-8 Shareholder Proposals for 2019–2020 Proxy Season," Kirkland Governance Update, September 9, 2019
"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
“Activism & ESG Developments: Lessons from the Exxon / Engine No. 1 Proxy Context and the 2021 Proxy Season,” Texas General Counsel Forum (July 2021)
“Acquisition Transactions,” Guest Lecturer, Corporate Lawyer (Prof. Andrew Kaufman), University of Maine School of Law (April 2021)
“The Evolving Role of Investors in Driving ESG Change,” NYU 2021 Social Innovation Symposium (February 2021)
“Shareholder Activism and Corporate Control Contests in Practice,” Guest Lecture, Assistant Professor Allen Page, Baylor Law (January 2021)
“Diversity, Equity & Inclusion,” Society for Corporate Governance Essentials (January 2021)
“Hot Topics for Corporate Boards and Management During the Pandemic and Beyond,” Texas General Counsel Forum (December 2020)
“Hot Topics for Corporate Boards and Management During the Pandemic and Beyond,” The Forum for Florida General Counsel (November 2020)
"Preparing for Shareholder Activism: What You Need to be Doing Now 2020," The Practicing Law Institute (October 2020)
“Shareholder Activism and Corporate Control Contests in Practice,” Guest Lecture, Corporate Lawyer (Prof. Vikramaditya Khanna), University of Michigan Law School (April 2020)
Shareholder Activism and Private Equity M&A, Kirkland PENews Brief (November 2019)
“Disclosure in Public M&A,” Guest Lecture, Mergers and Acquisitions (Chief Justice Strine), Harvard Law School (November 2019)
2019 Corporate Governance Roundtable, Harvard Law School (November 2019)
Preparing for Shareholder Activism: What You Need to be Doing Now 2019, Practising Law Institute (October 2019)
2019 Shareholder Engagement Roundtable, Harvard Law School (June 2019)
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)
Press Mentions
Quoted, “Nasdaq Diversity Rule To Bring Change, Or Shame, To Cos.,” Law360 (August 13, 2021)
Quoted, “Activist Defense Law Firm of the Year,” The Deal, September 2020
Quoted, “The Activist Insight 2019 Adviser Awards,” Activist Insight Monthly, December 2019
Quoted, “Another Summer of Discontent,” The Deal’s DealMaker Quarterly, September 26, 2019
Quoted, “M&A, Active Managers Among Catalysts for H1 Insurgencies,” The Deal, August 30, 2019
Quoted, “Activist Investors Gain Clout as Stocks Tumble,” The Wall Street Journal, December 26, 2018
Recognition
Recognized by Chambers USA for Corporate/M&A: Takeover Defense (New York), 2021
Recognized as a “Leading Individual” by The Legal 500 United States for Shareholder Activism: Advice to Boards, 2019–2021
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