Justin C. Nowell

Corporate Governance and Shareholder Activism and Corporate Defense

• Represented a food distributor in a successful leadership transition.
• Represented a consumer goods company in strategic board succession planning.
• Represented a pharmaceutical company in a comprehensive evaluation of its policies, practices, culture, and overall environment.
• Represented a mass-media company in connection with the successful resolution of an investment by an activist investor.
• Represented a restaurant chain in connection with the successful negotiation of cooperation agreements with multiple activist investors.
• Represented an energy device company in its proxy contest defense against an activist investor and successful negotiation of cooperation agreements with multiple activist investors.
• Represented a specialty retailer in a proxy fight against an activist investor, resulting in the successful re-election of all the company’s director nominees.
• Represented a chain of merchandise retail stores in a successful resolution of an aggressive proxy fight and activism campaign for a complete takeover of the board of directors.
• Represented an oil and gas company against a hostile proxy fight and activism campaign, culminating in a settlement agreement.
• Represented an insurance company in a successfully negotiated withdrawal of a “first of its kind” shareholder proposal regarding reproductive freedom.
• Represented an insurance company in a successfully negotiated withdrawal of a shareholder proposal regarding gender pay equity.
• Represented a drug company in SEC reporting and other public disclosures, including amendments to the company’s organizational documents and board refreshment policies.
• Represented a personal products company on SEC reporting and other public disclosures, including amendments to the company’s organizational documents to lower the threshold for shareholders to call a special meeting.
• Represented a technology company on the compliance and implementation of Rule 10b5-1 plans for directors transacting in the company’s securities.
• Represented a payment card service corporation on board of director evaluations and refreshment.
• Represented an oil and gas company on ESG/sustainability and corporate governance disclosures.
• Represented a broadcast, digital media, and marketing services company on SEC reporting and other public disclosures, including preparing amendments to the company’s organizational documents to eliminate supermajority voting provisions.
• Represented a defense contractor on SEC reporting and other public disclosures, including preparing amendments to the company’s organizational documents to implement a majority voting standard for the election of directors.

Mergers and Acquisitions

• Represented a chemical and ingredients distributor in an approximately US$2 billion acquisition.
• Represented an oil and gas company in an approximately US$1.6 billion sale.
• Represented an investment management company in an approximately US$1.2 billion acquisition.
• Represented a chemical and ingredients distributor in an approximately US$640 million sale of business units.
• Represented an integrated payment solutions company in an approximately US$630 million acquisition.
• Represented a publisher of health and wellness magazines, books, and digital properties in an approximately US$205 million sale of business units.
• Represented a personal care company in an approximately US$125 million sale of business units.
• Represented a bank holding company and financial services corporation in an approximately US$85 million acquisition, plus additional contingent payments for revenue and product milestones up to an additional US$80 million.

Private Equity

• Represented affiliates of an investor of US$279 million full redemption of all outstanding convertible preferred equity securities.
• Represented an investment fund in a US$100 million minority investment.

Capital Markets

• Represented an issuer in structuring its US$500 million senior notes offering and tender offer of US$150 million in outstanding notes.
• Represented an issuer in structuring its US$750 million offering of fixed rate notes.
• Represented an issuer in structuring its US$550 million senior notes offering.

Some of the above matters were handled prior to joining Sidley.

• American Bar Association
• New York State Bar Association
• New York City Bar Association
• Council of Urban Professionals Fellow
• Society for Corporate Governance
• Harlan Fiske Stone Society