Shareholder Activism and Takeover Defense

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.