Leonard Wood

Leonard advises directors and management teams on activism and corporate governance engagements, including through engagement with proxy advisory firms and institutional investors. He has defended against leading activist funds as well as many part-time and one-time activists, founders, and sitting and former directors and officers.

While many matters remain private, Leonard’s experience includes representing:

• Beacon Roofing Supply in defense of an unsolicited tender offer and proxy contest by QXO, Inc.*
• Enhabit in its proxy contest defense against AREX Capital Management.*
• Enhabit in its proxy contest defense against Cruiser Capital and Harbour Point Capital Management.*
• Comtech Telecommunications Corp. in connection with its cooperation agreement with its founder and former CEO.*
• Comtech Telecommunications Corp. in its proxy contest defense against Outerbridge Capital Management.*
• Oportun Financial Corporation in connection with its cooperation agreement with Findell Capital Management.*
• Sachem Capital Corp. in its cooperation agreement with Blackwells Capital.*
• BJ’s Restaurants, Inc. in connection with its cooperation agreement with PW Partners Capital Management.*
• BJ’s Restaurants, Inc. in connection with its cooperation agreement with Fund 1 Investments / Pleasant Lake Partners.*
• Apyx Medical Corporation in connection with the investment of Stavros G. Vizirgianakis.*
• Cutera in its proxy contest defense against Voce Capital and cooperation agreements with Pura Vida Investments and RTW Investments.*
• Sensei Biotherapeutics in its proxy contest defense against Apeiron Investment Group.*
• Quotient Technology in its proxy contest defense against Engaged Capital.*
• Comtech Telecommunications Corp. in defense of an unsolicited takeover bid by Acacia.*
• Zendesk in its proxy contest defense against JANA Partners.*
• Texas Pacific Land Trust in its proxy contest defense against Horizon Kinetics and SoftVest.*
• Argo Group International Holdings in its proxy contest defense against Voce Capital.*
• Gulfport Energy in its proxy contest defense against Firefly Value Partners.*
• Newpark Resources, Inc. in connection with the investment of Bradley L. Radoff.*
• Luby’s in its proxy contest defense against Bandera Partners.*
• FujiFilm in litigation and related matters against Xerox, Carl Icahn, and Darwin Deason.*
• Cigna in the proxy contest defense of its merger with Express Scripts against Carl Icahn.*
• InnerWorkings in connection with the investment of Engaged Capital.*
• InnerWorkings in its proxy contest defense against Engine Capital.*
• AmTrust Financial in its proxy contest defense of its going private transaction against Carl Icahn.*
• Stratus Properties in connection with its cooperation agreement with Oasis Management.*
• Rice Energy in the proxy contest defense of its merger with EQT Corporation against JANA Partners.*
• SandRidge Energy in its proxy contest defense against Carl Icahn.*
• Simpson Manufacturing in its proxy contest defense against Iron Compass.*
• Fred’s Pharmacy in connection with the investment of Alden Global Capital.*
• Immunomedics in its proxy contest defense against venBio Select Advisor.*
• Ecology and Environment in its proxy contest defense against Mill Road Capital.*
• Bluescape Energy in its group investment with Elliott Management in NRG Energy.*
• magicJack VocalTec in its proxy contest defense against Carnegie and Kanen Wealth Management.*
• Ciber in its proxy contest defense against Legion Partners and Ameri Holdings.*
• Omega Protein in its proxy contest defense against Wynnefield Capital.*
• Rubicon Technology in its proxy contest against Paragon Technologies.*
• RiceBran Technologies in its proxy contest defense against LF-RB Management.*
• Investors Title in connection with the activist campaign by Groveland and GrizzlyRock.*
• O2Micro International in its proxy contest defense against Lone Star Value.*
• Endeavour International in its proxy contest defense against the Talisman Group.*
• VAALCO Energy in its proxy contest defense against Group 42 and BLR Capital.*
• Gastar Exploration in connection with its settlement agreement with Kleinheinz Capital.*
• Miller Energy in its proxy contest defense against Bristol Capital and Lone Star Value.*
• Other companies in their activism campaign defenses against JANA, Elliott, Carl Icahn, Trian, and many other activists.*

*Denotes experience prior to joining Goodwin

• Leonard routinely advises publicly traded corporations on a broad range of corporate governance, sustainability issues and related risks, including Exchange Act compliance, stock exchange listing requirements, proxy advisory firms (ISS and Glass Lewis), the disclosure of climate change risks, shareholder proposals under Rule 14a-8, the development of corporate sustainability programs and goals, and the preparation of sustainability and corporate responsibility reports.

• Beacon Roofing Supply in its US$11 billion acquisition by QXO, Inc.*
• American National Insurance in its US$5.1 billion acquisition by Brookfield Asset Management Reinsurance Partners.*
• Texas Pacific Land Trust in its corporate reorganization into Texas Pacific Land Corporation, with a market capitalization in excess of US$6.2 billion at reorganization.*
• Conflicts committee of the board of directors of the general partner of an MLP in connection with the US$3.3 billion acquisition of the MLP’s outstanding public common units by its publicly traded parent corporation through a public merger.*
• Financial adviser to a midstream company in its US$10.5 billion merger with Williams Partners L.P.*

*Denotes experience prior to joining Goodwin