Shareholder Activism and Corporate Defense

Sidley’s Shareholder Activism and Corporate Defense practice is widely recognized as the go-to activism defense practice and ranked No. 1 across all league tables for this kind of work. Our practice is led by Kai H. E. Liekefett and Derek Zaba, two of the very few lawyers in the world who devote 100% of their time to shareholder activism, proxy fights, hostile takeovers, and related settlements. In the past five years, Sidley has defended more than 150 proxy contest defenses worldwide and approximately 25% of all late-stage proxy contests in the U.S., more than any other law firm. Our team has been opposite of all major activists, including Starboard, Elliott, Carl Icahn, ValueAct, JANA Partners, Trian, Third Point, Macellum, Ancora, Sachem Head, Engaged Capital, and Engine Capital. Due to our knowledge and experience, Sidley is frequently hired as “shareholder activism counsel” or “proxy fight counsel” or “red team” by companies and/or their boards to work with primary outside counsel on activism defense matters.

Strong representation on behalf of clients has earned our Shareholder Activism and Corporate Defense practice widespread recognition in such publications, including:

• Chambers USA ranking Sidley Band 1 in New York for “Corporate/M&A: Takeover Defense” in 2022 and 2023
• The Legal 500 ranking Sidley Tier 1 in the U.S. for “Shareholder Activism – Advice to Boards” in 2023
• The Deal naming Sidley “Activist Defense Law Firm of the Year (Large Cap)” in both 2021 and 2022

Sidley is ranked No. 1 in all shareholder activism defense league tables:

• Ranked No. 1 in Bloomberg’s Global Activism League Tables for company;
• Ranked No. 1 in FactSet’s Company Defense League Tables for legal advisors;
• Ranked No. 1 in LSEG’s Global Shareholder Activism Rankings for company-side legal advisors (formerly Refinitiv/Thomson Reuters) 
• Ranked No. 1 in Diligent Market Intelligence’s Activism Advisor Awards for total issuer representations

• Quotient in its proxy contest defense against Engaged Capital;
• International Flavors & Fragrances (CEO) in connection with its settlements with Sachem Head and Carl Icahn;
• TreeHouse Foods in its proxy contest defense against JANA Partners;
• OneSpan in its proxy contest defense against Legion Partners;
• Blucora in its proxy contest defense against Ancora and Engine Capital;
• CytoDyn in its proxy contest defense against the Rosenbaum group;
• Cubic in defense of an unsolicited takeover bid by Elliott and Veritas;
• Big Lots! in its proxy contest defense against Macellum and Ancora;
• Delek US in connection with a potential unsolicited takeover bid by Carl Icahn and CVR Energy;
• Knowles in its proxy contest defense against Caligan Partners and Falcon Edge;
• MiMedx Group in its proxy contest defense against Prescience Point and Parker Petit;
• Argo Group in its proxy contest defense against Voce Capital;
• Elaine Wynn in her proxy contest against Wynn Resorts;
• Fujifilm in its proxy contest-related litigation against Xerox, Carl Icahn, and Darwin Deason;
• HomeStreet in its proxy contest defense against Roaring Blue Lion Capital;
• Cigna in its proxy contest defense of its merger with Express Script against Carl Icahn;
• AmTrust Financial in its proxy contest defense against Carl Icahn;
• United Airlines in its proxy contest defense against PAR Capital and Altimeter Capital; and
• Numerous other companies in their activism defense campaigns against Starboard, Elliott, Carl Icahn, ValueAct, JANA Partners, Trian, Third Point, Macellum, Ancora, Sachem Head, Engaged Capital, Engine Capital, and other shareholder activists.