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Shareholder Activism and Takeover Defense

Goodwin’s Shareholder Activism and Takeover Defense practice advises public companies and boards in high-stakes contests over corporate control, board composition, and strategy. Our partners have advised hundreds of public companies and defended against the world’s most prolific activist investors. We bring deep campaign experience, rigorous preparation, and creative thinking to securing successful outcomes—including activist withdrawals, favorable settlements, proxy contest victories, and contested M&A victories.

Our practice is led by Leonard Wood, who devotes his practice entirely to shareholder activism, proxy fights, activism preparedness, strategic investor relations, and takeover defense. Our partners have defended companies against Elliott Investment Management, Starboard Value, Corvex Management, JANA Partners, and a broad range of other investors, from established activist funds to first-time activists, founders, dissident directors and executives, and short sellers. We understand the tactics activists deploy, the pressures boards face, and the arguments that move shareholders.

We advise at every stage—from identifying vulnerabilities and strengthening shareholder relationships to directing campaign strategy, negotiating resolutions, and defending against proxy contests and hostile bids. Each engagement draws on a detailed understanding of the company’s business, shareholder base, and strategic alternatives. We integrate legal advice with tactical campaign advice to help boards act decisively and maintain credibility when scrutiny is most intense.

The Legal 500 recognizes Leonard for his work in Shareholder Activism: Advice to Boards, with clients praising his “comprehensive and top notch” activism defense expertise and “refreshing ability to think creatively and generate ideas that lead to successful outcomes.” His guidance is described as “consistently practical and business oriented.”

Our focused activism and takeover practice is backed by Goodwin’s global corporate platform and deep industry knowledge, particularly in technology, life sciences, and real estate. We draw on more than 600 corporate lawyers, former senior SEC officials, and a global M&A team ranked No. 1 by deal count worldwide and in the United States (LSEG H1 2026).

Recent representative matters include:

  • Tripadvisor in connection with its cooperation agreement with Starboard Value
  • A leading technology company in its response to shareholder activism of Starboard Value
  • Yatra Online in its unsolicited takeover and tender offer defense against Magna Holdings
  • A leading technology company in its response to shareholder activism of Engaged Capital
  • OraSure Technologies in its proxy contest defense against Altai Capital Management
  • Yunqi Capital in connection with its successful opposition to the proposed acquisition of STAAR Surgical Company
  • Vaxart in its proxy contest and cooperation agreement with a shareholder group

Connect with our Shareholder Activism and Takeover Defense team.

 

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