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“Sidley Austin is the best in the business at activism defence work.”
Chambers USA 2024

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 other contests for corporate control, including 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 United States, 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, Saba Capital, and Engine Capital. Due to our knowledge and experience, Sidley is frequently hired as “shareholder activism counsel”, “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” since 2022
  • The Legal 500 ranking Sidley Tier 1 in the U.S. for “Shareholder Activism – Advice to Boards” since 2022
  • The Deal naming Sidley “Activist Defense Law Firm of the Year (Large Cap)” in both 2021 and 2022 (award discontinued thereafter)

Sidley has been ranked No. 1 in all shareholder activism defense league tables since 2020, including:

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

Representative Matters

While many shareholder activism matters remain private, a selection of our Shareholder Activism and Corporate Defense team’s representative engagements includes:

  • BlackRock in its proxy contest defense against Saba Capital
  • The New York Times in respect of an activist investment by ValueAct
  • Hasbro in its proxy contest defense against Alta Fox and Ancora
  • Alight in its proxy contest defense against Starboard
  • Enhabit in its proxy contest defense against AREX Capital
  • Emerson Electric in respect of its unsolicited takeover bid for National Instruments
  • Box in its proxy contest defense against Starboard
  • US Foods in its proxy contest defense against Sachem Head
  • Crown Castle in its activism defense campaign against Elliott
  • Nordstrom in its activism campaign defense against RC Ventures/Ryan Cohen
  • Alkermes in its proxy contest defense against Sarissa
  • Freshpet in its proxy contest defense against JANA Partners
  • Texas Pacific Land Trust in its activism defense against Horizon Kinetics and SoftVest
  • Pitney Bowes in its proxy contest defense against Hestia Capital
  • Rogers in its proxy contest defense against Starboard
  • LivePerson in its proxy contest defense against Starboard
  • SpartanNash in its proxy contest defense against Macellum and Ancora
  • Peloton in its activism campaign defense against Blackwells Capital
  • Zendesk in its proxy contest defense against JANA Partners
  • NiSource in its activism defense campaign against Elliott

About Our Team

Kai Liekefett, a fellow of The American College of Governance Counsel, was named “Dealmaker of the Year” by The American Lawyer in 2019. The American Lawyer named Derek Zaba as a Trailblazer in the Western Region of the United States in 2022 for his work in shareholder activism and contested M&A. Both Kai and Derek are ranked by Chambers USA among the leading lawyers for “Corporate/M&A: Takeover Defense” and in The Legal 500 for “Advice to Boards.” Sidley partner Beth Berg was honored by The Deal as one of the “Top Women in Dealmaking” for her work in shareholder activism in both 2021 and 2022 and as a key lawyer in The Legal 500 for “Advice to Boards.”; additional team members listed as key lawyers for “Advice to Boards” include partners Jessica Wood, Leonard Wood, and Reuben Zaramian. Sidley’s team members speak regularly about shareholder activism on panels and at universities around the world, including at Harvard and Stanford. They are frequently interviewed and quoted as shareholder activism and corporate defense thought leaders by the national and international media: CNN, CNBC, The Wall Street Journal, The New York Times, Bloomberg, Reuters, The Economist, the Financial Times, TIME, USA Today, Forbes, Law360, and The Deal.

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