Shaun J. Mathew, P.C.
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.
Experience
Representative Matters
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
- 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
- Taubman Centers in connection with shareholder activism by Land and Buildings
- Thoma Bravo in defense of its acquisition of Instructure against opposition by Praesidium and Rivulet Capital
- 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 a proxy contest by SRS Investment Management and its 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 and its agreements with Vintage Capital and Shah Capital regarding the composition of the Vitamin Shoppe board of directors
- 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
- Callon Petroleum Company in defense of its $3.2 billion acquisition of Carrizo Oil & Gas against opposition by Paulson & Co. Inc.
- Laredo Petroleum in connection with shareholder activism by SailingStone Capital Partners
- Rowan Companies plc in defense of its merger with Ensco against opposition by Canyon Capital
- CBL in its agreement with Exeter Capital regarding the composition of the CBL board of directors
- Vista Equity Partners in defense of its acquisition of Mindbody against opposition by Luxor Capital
- Xerox in its agreement with Carl Icahn and Darwin Deason regarding the composition of the Xerox board of directors
- Vitamin Shoppe in its acquisition by Liberty Tax
- 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
Prior Experience
Wachtell Lipton Rosen & Katz
Vinson & Elkins LLP
More
Thought Leadership
Publications
“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
“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, “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
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