Threats to the long-term interests of stockholders take many forms. As of late, activist investors in the marketplace, the boardroom or at the annual meeting can be destabilizing and require careful planning and experienced counseling.
Latham’s governance experts, takeover defense planning advisors and proxy contest defense teams have advised Fortune 500, as well as mid and small capitalization companies on:
- Planning for potential governance challenges on matters ranging from board structure and governance to executive compensation
- Review of ratings by proxy advisory firms, and compliance with their various policy mandates
- Evaluation of specific threats posed by activist accumulations of share positions, including the potential for “13D campaigns,” submission of precatory proposals under Rule 14a-8, and removal and nomination of directors at annual or special meetings or action by written consent
- Active implementation of defenses such as rights plans, including those designed to address the threats posed by derivative share acquisitions by insurgent hedge funds
If the fight comes to a meeting or by a solicitation, Latham’s corporate and litigation teams work closely with the client’s management team and bankers, investor and public relations advisors to bring the contest to a successful outcome for the company however that may be defined — be it a quick settlement to avoid disruption to the board’s broader agenda or a win at the annual meeting to assure continuity in the boardroom.