Shareholder Activism & Takeover Defense

Assets under management for activist hedge funds are at an all-time high. Activist investors now pose threats to all public companies, no matter the size or industry. Our Shareholder Activism & Takeover Defense team has more than 30 years of experience in designing strategies to protect public companies of all types and sizes from activist attacks. We know all the players in this space—the activists, law firms, investment banks, proxy solicitors and PR firms. We have an intimate knowledge of activists’ tactics and the marketplace.

When advising billion dollar public companies against blue-chip, established activists such as Elliott and Starboard Value, we know what to expect as we have many successful defense campaigns to draw on as reference.

When dealing with less established activists who are much more aggressive and vocal in the press about their campaign, we calmly and efficiently assess the situation and provide clients with custom strategies through each specific challenge.

Given our unique skill set, we work with clients to design a defense strategy that fits the company’s needs – whether it’s reaching a quick advantageous settlement or winning a contested proxy contest.

We have experience negotiating all types of activist engagements, including board nominations, proxy contests and unsolicited, hostile takeover attempts. Our fully integrated team of lawyers—with experience across all industries from life sciences to technology to real estate—can augment existing counsel or step in directly to help companies negotiate a settlement quickly, or when necessary, aggressively fight to reach victory for our clients. When time cannot be wasted, we are fully prepared with the knowledge, insight, experience, data sets and contacts our clients need to reach a resolution quickly. Our defense work against three of the top ten activists in the past year alone speaks to our competence in this area. Clients can count on Goodwin for an experienced legal team when you need it most.


  • Advised Cognizant in the negotiation of its settlement with Elliott Management. 
  • Advised Citrix Systems in its response to and entry into a cooperation agreement with Elliott Management. 
  • Advised iRobot in its successful proxy contest concerning Board representation against activist hedge fund Red Mountain Capital. 
  • Advised PAREXEL in its defense of activist campaigns led by Corvex and Starboard Value.
  • Advised Monotype Imaging in its successful defense against Starboard Value Fund.
  • Advised LaSalle in its defense of the hostile takeover from Pebblebrook Hotel Trust and related activists engagements.

Unmatched Experience

In the past several years, Goodwin has had multiple engagements defending companies against the largest activists funds, including Elliott, Jana, Starboard and Corvex.

We know all the players in this space-the activists (both large and small), law firms, investment banks, proxy solicitors and PR firms. We have an intimate knowledge of activists' tactics and the market place.

From technology and life science companies to the financial services industry, we defend public companies, big and small, across all industries.

Given our unique skill set, Goodwin will design a defense strategy which fits the client (whether it's reaching a quick advantageous settlement or winning a contested proxy contest).