Recorded Webinar

Shareholder Activism

Over the past decade or so, the number of funds focused on shareholder activism, and the total amount of funds under their management, have grown enormously.  Nearly every publicly-traded company has had activists involved in their stock at one point or another.  Some of these activities result in proxy contests, while others just involve agitation for changes in company strategy and operations, M&A, board composition, etc.  Board members need to be aware of shareholder activism, preferably in advance of any involvement by activists in their stock, and are often admonished to “Think like an activist!”. Our panel of experts will share their extensive experience with shareholder activism and provide valuable takeaways for board members.

Speakers

Howard Brod Brownstein, Sean M Donahue, Delia Canaan, Tiffany Fobes Campion

Date & Time

May 20, 2021
12:00 PM

Members

Register with Promo Code

Non-Members

Register

Individual & Corporate Members, please use your promo code to register complimentary. Cost for non-members to register is $50. To become a member, click here. Registrants will receive sign-on information one day prior to the webinar via email. The recorded version of the webinar is automatically sent to all registrants afterward whether you attend the live version or not.

About the Speakers

Howard Brod Brownstein

President, The Brownstein Corporation

Howard Brod Brownstein, CTP, is a nationally-known turnaround and restructuring professional, and regularly provides programs for Women in the Boardroom. He is President of Brownstein Corporation, which provides turnaround management and advisory services, as well as investment banking, fiduciary services, litigation consulting, investigations and valuation services. He regularly serves on the boards of directors of public and private companies, and currently serves on the boards of: P&F Industries (Nasdaq: PFIN) where he chairs the Nominating/Governance and Strategic Planning & Risk Assessment Committees, and Merakey, a nonprofit with over 10,000 employees. He is a Certified Turnaround Professional, and also an NACD Board Leadership Fellow and Immediate Past President and Board Chair of the NACD Philadelphia Chapter. He has authored ninety articles and textbook chapters, is a Contributing Editor at two publications, and is a regular guest-lecturer at Harvard Business School, Wharton, NYU and elsewhere. He received JD and MBA degrees at Harvard, and B.S. (Wharton) and B.A. degrees from the University of Pennsylvania.

Sean M Donahue

Partner, Morgan Lewis

Sean M. Donahue counsels public companies and their boards of directors on securities regulation and corporate governance matters. Drawing on his previous tenure as an attorney-advisor with the US Securities and Exchange Commission (SEC) in the Division of Corporation Finance, Sean advises public companies on SEC reporting, corporate governance, capital markets transactions, mergers and

acquisitions, proxy contests, takeover defense, and NYSE and Nasdaq compliance issues. He also counsels investment funds on their securities law compliance obligations. In addition, Sean has experience representing companies and financial sponsors in transactions involving special purpose acquisition corporations (SPACs).

Delia Canaan

Founding Partner, Reevemark

Delia Cannan, Founding Partner, co-founded Reevemark after 6 years at Sard Verbinnen & Co. (SVC), a financial communications firm where she was a Managing Director, and eleven years at Taylor Rafferty, a cross-border investor relations firm where she was a Senior Director.  

Delia has extensive experience distilling clients’ corporate strategies into succinct investment theses, and then developing and implementing strategies to communicate clients’ key messages to stakeholders.  She has also been responsible for executing bespoke investor relations programs designed to help clients’ achieve their capital markets goals.  

Delia has provided counsel on shareholder activist matters such as Sanderson Farms’ defense against unsolicited bid (Durational Capital), Qualcomm’s activist defense and settlement (JANA Partners); Forest Laboratories’ activist defense and proxy contest (Icahn); Staples’ activist defense and settlement (Starboard); URS’ activist defense and settlement (JANA Partners); Omnova’s defense and settlement (Barington); and Healthways’ activist defense, proxy challenge and settlement (North Tide). She has also helped several U.S. and international companies prepare for potential shareholder activist engagement, including drafting messaging to address potential vulnerabilities and conducting tabletop exercises.  

She has provided strategic communications and investor relations counsel to companies for earnings communications, as well as special situations including bankruptcies and restructurings, public offerings, complex mergers & acquisitions, investor activism and litigation.  She has worked with clients of all sizes and from a wide variety of industries, including aviation, energy, financial services, consumer goods, software & services, semiconductors, retail/apparel, education and publishing, among others.  

Her transactional experience includes Chesapeake Energy’s acquisition of WildHorse; Simon Property Group’s acquisition of Taubman Centers; Barnes & Noble Education’s acquisitions of MBS and Student Brands; Qualcomm’s attempted acquisition of NXP; Kroger’s acquisitions of Harris Teeter, Vitacost.com, Roundy’s and Murray’s Cheese; T-Mobile’s contested acquisition of MetroPCS; ARRIS’ acquisition of Motorola Home; eBay’s separation of PayPal and Marketplace businesses; MetLife’s sale of retail advisor force to MassMutual, acquisition of Logan Circle Partners and spin-off of Brighthouse Financial; Danaher’s acquisition of Pall Corp and separation into two publicly-traded companies; and the Cousins Properties/Parkway merger and spin-off of Houston assets.  

Delia’s bankruptcy and restructuring experience includes support for companies including Chesapeake Energy, Payless ShoeSource, Bristow Group, H2H Holdings and Fred’s. Her experience in the area of crisis communications and litigation support includes support for P.I. Financial’s transfer of ownership, Sorrento’s lawsuit against NantCell, Inc. and Patrick Soon-Shiong, MetLife’s SIFI designation and lawsuit versus DOJ, McGraw-Hill’s DOJ lawsuit against Standard & Poor’s, Qualcomm’s regulatory matters (antitrust: NDRC in China; FTC in US), The Children’s Place on various matters, Spirit Aerosystems’ suspension of 737 MAX production and J.R. Simplot’s product mislabeling issue. 

Initial public offering, listing and SPAC transaction experience includes Cellebrite’s merger with TWC Tech Holdings II Corp., Redwire’s merger with Genesis Park Acquisition Corp., LINE, Empire State Realty Trust, Israel Chemicals Ltd, Manchester United, MasterCard, Moelis & Co., Solera, Synchrony Financial, and T-Mobile’s NYSE listing and transfer to NASDAQ.  She has worked on executive succession announcements for companies including Bristow Group, Barnes & Noble Education, Staples, Mattel, Healthways, T-Mobile, Abeona Therapeutics and Ralph Lauren.  Ongoing corporate positioning and investor relations experience includes work with The Children’s Place, Kroger, Qualcomm, Ralph Lauren, Scholastic, SNC-Lavalin, UNIVISION and URS (while at SVC) and SAP AG, Royal Dutch Shell plc, SABMiller plc, ScottishPower plc, Wolters Kluwer, VNU, AmBev, InBev, Chunghwa Telecom, Tomkins plc, Integrys Energy Group, Vodafone plc (while at TR). 

Delia graduated cum laude from Boston College’s Carroll School of Management, where she received her B.S. in Economics and General Management.

Tiffany Fobes Campion

Senior Attorney - Takeover Defense and Shareholder Activism, Latham & Watkins LLP

Tiffany Fobes Campion is a senior attorney in the Chicago office of Latham & Watkins, where she focuses on takeover defense and shareholder activism matters. She is a key member of the firm’s Activism Practice, a central resource for clients and Latham lawyers dealing with activist investors.

Ms. Campion works extensively with management and directors of public corporations on takeover defense planning, shareholder activism, and related corporate governance matters.

To prepare clients for activism or hostile offers, Ms. Campion educates on the investor market, recommends and facilitates enhancements to takeover defenses, and monitors shareholder profiles. When activist investors surface, she develops engagement strategies, evaluates potential courses of action, and, as needed, negotiates settlement agreements. 

Ms. Campion regularly advises clients dealing with some of the nation’s most prolific activist investors, including: Atlantic Investment Management, Barington Companies Investors, Becker Drapkin Management, Carl Icahn, Casablanca Capital, Clinton Group, Engaged Capital, GAMCO Asset Management, Harbinger Capital Partners, JANA Partners, Land & Building Investment Management, Lonestar Value, Pershing Square, NS Advisors LLC, Potomac Capital, Raging Capital, Stadium Capital, Starboard Value, Third Point, and ValueAct Capital, among others. 

Related Content

[activeKey]
[activeKey]