Shareholder Activism & Hostile Takeover Defense
Related ProfessionalsOverview
Public companies and boards of directors facing activists and unsolicited corporate bidders turn to Kirkland for consistently differentiated results driven by its commitment to think outside the box, aversion to “cookie cutter” advice, and willingness to leverage deep relationships within the activism and takeover defense ecosystem. Kirkland’s unparalleled transactional platform, across M&A, private equity, capital markets and financing, paired with its depth of expertise across industries and geographies, provides a unique window into emerging market trends and insights that is unavailable to any of our peers.
Our team has successfully defended against all of the leading activists, as well as numerous first-time and unconventional actors. Strong relationships with the decision makers at leading index funds, activist funds, and proxy advisory firms, as well as with all the leading players across the activism and takeover defense ecosystem, inform our advice and result in better outcomes for our clients.
Kirkland’s sole motivation is to achieve the results that best suit our clients’ situation-specific strategic and commercial objectives, and we are not anchored to any ideological or historical approach to activism or takeover defense.
Experience
Activism Defense — Challenges to Boards
Travelport Worldwide Limited — shareholder activism by Elliott Management
Advance Auto Parts — settlement agreement with Starboard Value relating to board composition and leadership changes
Wynn Resorts — 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
Taubman Centers — shareholder activism by Land and Buildings
Del Frisco’s Restaurant Group — defense against a threatened proxy contest by Engaged Capital and in its agreement with Engaged Capital regarding the composition of the board
Activism Defense — Challenges to Strategic M&A
Bristol-Myers Squibb — defense of its $90 billion acquisition of Celgene against opposition by Starboard and Wellington
Callon Petroleum Company — defense of its $3.2 billion acquisition of Carrizo Oil & Gas against opposition by Paulson & Co. Inc.
Rowan Companies plc — defense of its $12 billion merger with Ensco against opposition by Canyon Capital
Rice Energy — defense of its $6.7 billion acquisition by EQT Corporation against opposition by JANA Partners
Activism Defense — Challenges to Take Privates and other Sponsor-Backed Transactions
Thoma Bravo — defense of its acquisition of Instructure against opposition by Praesidium and Rivulet Capital
Steiner Leisure, an L Catterton portfolio company — defense of its PIPE investment in OneSpaWorld against opposition by Deep Field Asset Management
Vista Equity Partners — defense of its acquisition of Mindbody against opposition by Luxor Capital
HGGC — defense of its acquisition of Monotype Imaging against opposition by Gilead Capital
Hostile Takeovers
Baxalta — in connection with Shire plc's unsolicited takeover bid resulting in a $32 billion transaction
AkzoNobel — defense against both unsolicited $28 billion takeover proposal by PPG Industries and Elliott’s proxy contest
Macerich — defense of a $23.2 billion unsolicited acquisition proposal from Simon Property Group
Nexstar Broadcasting Group — $4.6 billion acquisition of Media General, ending a six month public takeover battle
Tier 1 Shareholder Activism: Advice to Boards
The Legal 500 U.S., 2021
Activist Defense Law Firm of the Year
The Deal Awards, 2020
“Its lawyers have a level of work ethic and pace that exceeds any other law firm I have worked with.”
Chambers USA, 2020