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Cozen O’Connor’s Shareholder Activism & Takeover Defense Practice advises a wide range of public companies, with a particular focus on small- and mid-cap issuers and middle-market public companies. We also defend against activist investor campaigns and takeover proposals.

With a multidisciplinary team of attorneys recognized in their fields, the practice combines deep experience in corporate governance, securities regulation, litigation, and strategic communications to help boards and management teams respond effectively to threats — including activism and hostile bidders — to corporate strategy, leadership, and long-term shareholder value.

Mid-cap companies and smaller issuers are often uniquely vulnerable to activist pressure and takeover threats due to concentrated ownership structures, limited internal resources, heightened sensitivity to market perception, and the cost of mounting defenses. Cozen O’Connor’s team is well-versed in guiding issuers and their boards and management teams through the full spectrum of activism and takeover scenarios, including proxy contests, special meeting demands, withhold and “vote-no” campaigns, consent solicitations, shareholder proposals, short sale reports/attacks, tender offers, unsolicited offers, and other disruptive tactics.

The firm offers a comprehensive suite of services to help clients prepare for and respond to activist threats, including:

• Providing activist risk evaluation and strategic defense planning
• Advising issuers on engagement strategies
• Defending against proxy contests, special meeting requests, and consent solicitations
• Advising and defending vote-no campaigns and withhold vote campaigns
• Responding to shareholder inspection demands
• Negotiating and drafting activist investor cooperation/settlement agreements
• Defending against unsolicited takeover bids
• Implementing shareholder rights plans (poison pills), “shelf” rights plans, and NOL preservation plans
• Conducting corporate charter and bylaw reviews, evaluations, and enhancements
• Conducting corporate governance reviews and board composition assessments
• Responding to shareholder nominations and proposals
• Developing investor communications and messaging strategies
• Preparing “fight” letters to shareholders
• Drafting “poison pen” letters to the SEC regarding activist Schedule 13D filings and proxy materials
• Advising on board fiduciary duties in response to activism and takeover bids
• Conducting director and officer indemnification reviews
• Conducting shareholder profile assessments
• Responding to SEC no-action requests related to Rule 14a-8 proposals
• Developing proxy advisory policy analysis, proxy advisory firm voting policy compliance, and engagement strategies
• Developing institutional investor meeting preparation and messaging
• Providing situational planning for potential activist campaigns

Cozen O’Connor’s approach is proactive, strategic, and tailored to each client’s unique circumstances. Activist campaign defenses and takeover defenses are crucial matters that must be addressed with the highest level of advice and responsive solutions that work within the larger framework of efficiently and effectively running the business. Whether preparing for annual meeting season or responding to an unexpected activist campaign or takeover bid, Cozen O’Connor’s Shareholder & Takeover Activism Defense Practice provides effective counsel to help companies protect their strategic vision, permit continuity of oversight and management, and preserve shareholder value.