Goodwin’s Shareholder Activism and Takeover Defense practice leverages decades of collective experience to steer public companies of all sizes and industries through managing activist investor campaigns and unsolicited takeover bids. With deep expertise in both the activist and hostile M&A landscapes, Goodwin delivers tailored strategies that consistently lead to winning results for clients, including activist withdrawals, favorable settlements, and proxy contest and contested M&A victories. In recent years, Goodwin partners have defended clients in campaigns led by the world’s most prominent activists, including Elliott Investment Management, Starboard Value, Corvex Management, and JANA Partners, as well as the broad spectrum of smaller repeat activist funds, first-time activists, founders, dissident directors and officers, and short sellers.
Practice chair, Leonard Wood, and Goodwin’s other activism partners have advised hundreds of public companies on proxy contest defense, activism preparedness, hostile bids, consent solicitations, and short attacks. Goodwin’s robust corporate platform, comprising more than 600 lawyers focused on public company governance and complex transactions, supports our practice. This includes former senior SEC officials and a worldwide team that has earned recognition as the No. 1 law firm globally in M&A by deal count (LSEG, Mergermarket H1 2025). Goodwin’s trademark industry-built approach enables us to develop strategies that combine thorough sector knowledge with high-impact counsel in the most complex contested situations.
Connect with our Shareholder Activism and Takeover Defense team.
While many matters are private by nature, our team members have variously publicly represented:
- Monotype in its defense against a proxy fight launched by Starboard and in its $825 million take-private transaction with HGGC
- LaSalle Hotel Properties in its defense against multiple activists and its proposed $4.8 billion sale to Blackstone
- Ritchie Bros. in its successful proxy contest to obtain shareholder approval of its $7.3 billion acquisition of IAA Inc. against Luxor Capital
- 2seventy bio in its defense against Engine Capital’s demand to focus on its blood cancer therapy drug
- Poshmark in its defense against an activism campaign by Kinesic Capital
- Anika Therapeutics in its defense against multiple activist campaigns by Caligan Partners
- Paramount Group in its defense against an unsolicited bid from Monarch Alternative Capital
- Virtusa in its defense against a proxy contest launched by New Mountain Vantage Advisers and in its $2 billion take-private transaction
- Rapid Micro Biosystems in its defense against an activism campaign by Kennedy Lewis Investment Management
- Leaf Group in its defense against several activist campaigns and in its $323 million sale to Graham Holdings Group
- Mimecast in its $5.8 billion sale to Permira in 2022, in response to an unsolicited higher bid from Proofpoint
- WisdomTree in its defense against proxy contests of ETFS Capital and Lion Point Capital
- Cognizant Technology Solutions Corporation in its defense against the activist campaign of Elliott Investment Management
- Citrix in a cooperation agreement with Elliott Invesment Management, avoiding a proxy contest, and $16.5 billion take-private transaction by Vista Equity Partners and Evergreen Coast Capital Corporation, an Elliott Investment Management affiliate
- Beacon Roofing Supply in its defense against an unsolicited tender offer and proxy contest by OXO Inc.*
- Enhabit in its proxy contest defense against AREX Capital Management and a separate proxy contest defense against Cruiser Capital and Harbour Point Capital Management*
- Comtech Telecommunications Corp. in its cooperation agreement with its founder and former CEO and its proxy contest defense against Outerbridge Capital Management*
- Oportun Financial Corporation in its cooperation agreement with Findell Capital Management*
- Sachem Capital Corp. in its cooperation agreement with Blackwells Capital*
- BJ’s Restaurants Inc. in its cooperation agreements with PW Partners and Fund 1 Investments*
- Cutera in its proxy contest defense against Voce Capital and cooperation agreements with Pura Vida Investments and RTW Investments*
- Apyx Medical Corporation in connection with the investment of Stavros G. Vizirgianakis*
- Sensei Biotherapeutics in its proxy contest defense against Apeiron Investment Group*
- Quotient Technology in its proxy contest defense against Engaged Capital*
- Outdoor Holding Company in its proxy contest defense against director Steven F. Urvan*
*Denotes partner experience prior to joining Goodwin.
Contacts
- /en/people/w/wood-leonard
Leonard Wood
PartnerChair, Shareholder Activism and Takeover Defense - /en/people/j/johnson-iii-joseph
Joseph L. Johnson III
Partner