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Preparing For Shareholder Activism: What You Need To Be Doing Now 2015


Speaker(s): Abe M. Friedman, Brian E. Hamilton, Candace S. Hewitt, Chris Young, Daniel Avrutsky, Ethan A. Klingsberg, Igor Kirman, Jamie Moser, Marc Weingarten, Scott A. Barshay
Recorded on: Sep. 30, 2015
PLI Program #: 138438

Abe M. Friedman is the Founder and Managing Partner of CamberView Partners. CamberView advises boards and management teams of public companies on how to succeed with their investors in the context of shareholder activism and engagement. Prior to founding CamberView, Abe was a Managing Director at BlackRock where he served as the Global Head of Corporate Governance and Responsible Investment.  Abe lead a team of 18 professionals in six offices around the globe.

 Prior to his role at BlackRock, Abe was the Global Head of Corporate Governance at Barclays Global Investors (BGI). Before joining BGI, Abe served as Chief Policy Officer and General Counsel for Glass, Lewis & Co., LLC, a corporate governance and proxy research firm. Abe joined Glass Lewis upon its founding and developed and led Glass Lewis’ proxy research business.

 Abe is the co-director of the Stanford Institutional Investor Forum, was appointed by Chairman Shapiro in 2009 to serve on the SEC's inaugural Investor Advisory Committee, and was selected in 2012 to the NACD Directorship 100 list of the most influential leaders in corporate governance. Abe earned a JD, a Masters in Public Policy, and a B.A., with honors, in Political Science from U.C. Berkeley.


Chris Young heads the Takeover Defense practice at Credit Suisse.  He is responsible for takeover defense, contested M&A transactions, shareholder activism and corporate governance matters.

Mr. Young joined Credit Suisse in June 2010 from Institutional Shareholder Services (ISS) where he was Director of M&A and Proxy Fight Research.  Prior to ISS, Mr. Young was an investment banker at Bear Stearns, an M&A lawyer at Sullivan & Cromwell and a derivatives trader at Sumitomo Bank, all in New York.

At ISS, Mr. Young advised institutional investors on hundreds of contested M&A transactions and shareholder activist campaigns, including hedge fund-led proxy fights for board seats at Heinz, CSX Corp., Target Corp., Motorola, Yahoo, H&R Block, Atos Origin, Tui, and Biogen, as well as hostile bids including Exelon for NRG, Agrium for CF Industries, CF Industries for Terra Industries, BASF for Engelhard, and contested M&A transactions including the aborted Cablevision buyout, Lilly-ICOS, Caremark-CVS-Express Scripts, the Clear Channel and TXU buyouts, Biomet, Lear, and Genentech.

Mr. Young received a BS in foreign service from Georgetown University's School of Foreign Service and a JD, magna cum laude, from Boston University School of Law. He is also a CFA charter holder.


Ethan A. Klingsberg is partner in the NY office of Cleary Gottlieb.  His practice comprises corporate, public company board of directors, M&A and SEC matters.

He has been repeatedly named a "BTI Client Service All-Star" based on the survey of general counsels of the Fortune 1000, and "Most Valuable Practitioner" in M&A by Law360, as well as having been selected, for a number of different assignments, as Dealmaker of the Year, Dealmaker of the Week and Dealmaker in the Spotlight by The American Lawyer and The Deal, and as a recipient of the Burton Award for Legal Achievement for writing on fiduciary duties. He is recognized as one of the country’s leading corporate lawyers in every major guide.

Ethan has helped companies prevail against, manage and work constructively with "activist stockholders," including in scenarios where these stockholders have board seats, are seeking board seats and do not have board seats.

Ethan joined the firm in 1994 and became a partner in 2001.


Igor Kirman is a partner in the Corporate Department at Wachtell, Lipton, Rosen & Katz, where he focuses primarily on mergers and acquisitions, activism and takeover defense, corporate governance and general corporate matters. He has advised public and private companies, as well as private equity funds, in connection with mergers and acquisitions, divestitures, leveraged buyouts, joint ventures, cross-border deals, shareholder activism, takeover de-fenses and corporate governance matters.

Mr. Kirman is a frequent speaker at professional conferences, and has written articles in numerous professional publications on topics relating to mergers and acquisitions and corporate governance. He has been frequently recognized for achievement by professional organizations such as Chambers USA, New York Superlawyers, Who’s Who Legal and Best Lawyers in America.  He was twice named as Dealmaker of the Year by American Lawyer (2006 and 2015).

Mr. Kirman is the author of a book, "M&A and Private Equity Confidentiality Agreements" (Aspatore). He is the chair of the Practising Law Institute's annual "Doing Deals" program in New York and teaches a course on M&A as an adjunct at Columbia Law School.  He also serves on the Advisory Board of the Practical Law Company and on the Mergers & Acquisitions Advisory Board of Strafford Publications. 

Mr. Kirman received a B.A. in Ethics, Politics and Economics magna cum laude from Yale University in 1993. He completed his J.D. at Columbia Law School in 1996, where he was notes editor of the Columbia Law Review.  He is involved in a number of civic institutions, and serves as a member of the Advisory Board of the Mount Sinai School of Medicine and as a Trustee of the Trinity School.  He was born in Ukraine and speaks Russian.


Jamie Moser is a Partner at Joele Frank, Wilkinson Brimmer Katcher, a strategic communications firm that provides strategic counsel and tactical support across disciplines, ranging from ongoing public and investor relations to transactions to shareholder activism and other crisis situations.

Over the last 14 years, Jamie has worked with small- mid- and large-cap companies across industries.  In addition to providing strategic counsel to companies on investor and media relations programs, her areas of expertise include:

  • Shareholder Activism: Some of her experience in activism situations and proxy contests includes: DuPont, Danone, Mondelez, Tiffany (Trian); Family Dollar, Lionsgate (Carl Icahn); Apache, Oil States, Civeo (JANA); Sony (Third Point); Meritor, InfoSpace (Sandell); Progress Software, SeaChange, Datascope (Starboard); ITT, Banco Santander (Relational).
  • M&A: She works alongside her clients involved in both friendly and unsolicited M&A transactions to ensure that all key stakeholders – investors, analysts, employees, customers, regulators and others – understand the company’s strategic objectives. Her friendly transaction experience includes working with: Family Dollar in its sale to Dollar Tree; Scientific Games in its merger with WMS; American Realty Capital Properties in its merger with Cole Real Estate Investments; MetroPCS in its merger with T-Mobile; Stratasys in its merger with Objet; and Goodrich in its acquisition by United Technologies. Her unsolicited transaction experience includes working with: Time Warner in its defense against Twenty-First Century Fox; Tenet Healthcare in its defense against Community Health Systems; PotashCorp in its defense against BHP Billiton; Microsoft in its proposed acquisition of Yahoo!; Express Scripts in its proposed acquisition of Caremark; PeopleSoft in its defense against Oracle; Omnicare in its acquisition of NeighborCare; Taubman Centers in its defense against Simon Property Group and Westfield America; and the William R. Hewlett Trust in its opposition to the H-P/Compaq merger.
  • Crisis Communications:She has advised companies in connection with SEC/regulatory investigations, workforce reductions and facility closures, management changes, environmental issues, and litigation.
  • Investor Relations & Public Relations: She works closely with her clients to ensure that their corporate stories are articulated clearly and consistently and leveraged across constituency groups.

Jamie joined Joele Frank in 2001. She received a BA in American studies from Cornell University.  She is Co-Chair of the Board of Directors of the Partnership for Children’s Rights.


Scott A. Barshay is Global Head of Paul, Weiss’s Mergers & Acquisitions Practice and has been widely recognized as one of the country’s leading activist defense and M&A lawyers.

Scott has represented clients in many of the biggest and highest-profile M&A transactions in recent years, including Anheuser-Busch InBev in its $107 billion acquisition of SABMiller; Cameron International in its $15 billion sale to Schlumberger; Honeywell in its $90 billion proposal to acquire United Technologies; The Kraft Heinz Company in its proposed $143 billion acquisition of Unilever; Mylan Pharmaceuticals in its successful takeover defense against Teva’s $40 billion hostile bid and in Mylan’s $35 billion hostile offer to acquire Perrigo; Qualcomm in its $47 billion acquisition of NXP; Starwood Hotels in its $13.6 billion sale to Marriott International and the competing bids from Anbang; United Airlines in its $7 billion merger of equals with Continental Airlines; and 3G Capital and H.J. Heinz in the $60 billion Kraft/Heinz merger.

Scott has also advised numerous companies and boards of directors in defending against activist hedge funds, including Air Methods, ARIAD Pharmaceuticals, Avon, Barnes & Noble, BHP Billiton, Cameron International, Cheniere Energy, Chico’s FAS, Gannett, Harris Corporation, Helix Energy, Hertz, Hologic, Honeywell, Jones Apparel, King Pharmaceuticals, Mylan, NCR, Par Pharmaceuticals, Qualcomm, Randstad Holdings, Sara Lee, Starwood Hotels, Web.com and Xerox.


Brian Hamilton is a partner in the Firm’s Mergers and Acquisitions and Private Equity Groups and was recently recognized as a “Rising Star” by IFLR1000. Mr. Hamilton advises on public and private mergers and acquisitions and private equity transactions, both in and outside the United States, and in a variety of industries.

Mr. Hamilton was resident in the Firm’s London office from 2007 through 2010, where he was deputy head of the European Mergers and Acquisitions Group.

Selected Recent Transactions

  • AirTran Holdings, Inc. in its $3.4 billion acquisition by Southwest Airlines Co.
  • Banco Bilbao Vizcaya Argentaria S.A. (BBVA) in the $630 million definitive agreement to sell its approximately 98.92 percent interest in Panamanian bank Banco Bilbao Vizcaya Argentaria (Panamá) S.A. to Leasing Bogotá S.A., Panamá, a subsidiary of Grupo Aval Acciones y Valores S.A, and in the $541 million sale of its Colombian pension fund administrator, BBVA Horizonte Sociedad Administradora de Fondos de Pensiones y Cesantías, S.A., to Sociedad Administradora de Fondos de Pensiones y Cesantías, Porvenir, S.A., as Purchaser, and Grupo Aval Acciones y Valores S.A., as Guarantor
  • Barclays Bank plc in its $15.2 billion sale of Barclays Global Investors to BlackRock Inc., and in its acquisition of EquiFirst Corporation from Regions Financial Corporation
  • Bright House Networks, LLC in its pending three-way combination with Charter Communications, Inc. and Time Warner Cable Inc., to createan$80 billion cable company
  • CVS Caremark in its 50/50 joint venture with Cardinal Health, to form the largest generic pharmaceutical sourcing entity in the U.S.
  • CVS Health Corporation in its $12.7 billion acquisition of Omnicare, Inc.
  • Digital Sky Technologies Limited in the restructuring of its Mail.ru Group Limited internet joint venture with MIH and Tiger Global Private Investment Partners
  • Gildan Activewear Inc. in its $100 million acquisition of Comfort Colors, its $350 million acquisition of Gold Toe Moretz Holding Corp. and in its $88 million acquisition of Anvil Holdings, Inc.
  • Goldman Sachs Bank USA in the acquisition of GE Capital Bank’s online deposit platform and assumption of its online deposits
  • The Goldman Sachs Group, Inc. in its sale of Metro International Trade Services to Reuben Brothers, its $550 million sale of Goldman Sachs Administration Services (GSAS) to State Street Corporation and the sale of its NYSE designated market maker business to IMC Financial Markets
  • Hess Corporation in its sale of its interest in Hess Energy Trading Company to an affiliate of funds managed by Oaktree Capital Management
  • ING Groep N.V. in the $3.1 billion sale of ING Bank of Canada to The Bank of Nova Scotia and in the $9 billion sale of its ING Direct USA online banking operation to Capital One Financial Corp.
  • The Priceline Group Inc. in its expanded commercial agreement with and $750 million two-stage investment in Ctrip.com, its $2.6 billion acquisition of OpenTable, Inc. and its $1.8 billion acquisition of KAYAK Software Corporation

Rankings and Recognitions

  • Recognized as a leading lawyerin Mergers & Acquisitions by New York Super Lawyers.(New York Super Lawyers 2013-2015)
  • Recognized as a “Rising Star” in the United States by IFLR1000 (2014, 2015)

Education

1998, New York University School of Law, J.D

1994, State University of New York at Albany, M.A.

1993, State University of New York at Albany, B.A.


With over 18 years of global M&A and private equity experience, Mr. Avrutsky has worked on several dozen transactions with an aggregate value in excess of $100 billion. 

Currently, Mr. Avrutsky is a Managing Director at Perella Weinberg Partners, where he is a co-head of the activism defense advisory practice. 

 Previously, Mr. Avrutsky worked at leading global financial institutions, including Bank of America, Warburg Pincus and Salomon Brothers.  Mr. Avrutsky began his carrier with JPMorgan.

 Mr. Avrutsky holds BA with cum laude in Mathematics and Economics from Duke University and an MBA from Stanford University Graduate School of Business.  He also studied Mathematical Economics and Computer Science at Moscow State University.


Marc Weingarten, a partner in the New York office of Schulte Roth & Zabel, is co-chair of the Business Transactions Group and a member of the Investment Management Group. His practice focuses on mergers & acquisitions, leveraged buyouts, corporate governance, securities law and investment partnerships. Marc was selected twice as “Dealmaker of the Year” by The American Lawyer for his representation of Cerberus Capital Management in its acquisition of a controlling interest in GMAC from General Motors and most recently for his work on some of the fiercest shareholder activism campaigns and proxy contests in the market. He also represented Cerberus in the acquisition of control of Chrysler from Daimler; its acquisition, by tender offer, of a controlling interest in Aozora Bank in Japan; and in numerous other transactions. He has represented private equity fund Castle Harlan in the organization of LBO funds and the negotiation of buyouts of restaurant chains, a media company, an insurance company, publishing ventures and other transactions. In addition to representing public and private companies in acquisitions and dispositions, he regularly counsels companies and investors on corporate governance and control issues. One of the leading lawyers representing activist investors, he has advised on many of the most significant activist campaigns in recent years, including The Children's Investment Fund Management (UK) LLP’s proxy contest with CSX Corp., JANA Partners LLC and SAC Capital Advisors LP in their campaign involving Time Warner Inc., the Trian Group in its successful proxy contest with H.J. Heinz Co., JANA Partners in its campaign involving Kerr-McGee Corp., and Pershing Square Capital Management LP in its investments in McDonald's Corp. and Target Corp.

Marc is a member of the American Bar Association, the New York State Bar Association and the New York City Bar Association, having served on its Committee on Mergers, Acquisitions and Corporate Control Contests for multiple terms, and on its Committee on Corporation Law. He has been cited for his preeminence in both corporate law and investment fund practice in Chambers USA, IFLR1000, The Legal 500 United States, Lawdragon, Who’s Who and New York Super Lawyers. Marc received his J.D. from Georgetown University Law Center, where he was an editor of the Georgetown Law Journal, and his B.S. in finance from the University of Pennsylvania's Wharton School.


As an analyst with TIAA's Stewardship and Corporate Governance Team, Candace Hewitt advocates for environmental, social, and governance (ESG) best practices that will enhance and protect the value of TIAA participants’ investments to and through retirement.  Alongside her colleagues at TIAA, Candace is proud to serve those who serve others—TIAA is the leading provider of financial services in the academic, research, medical, cultural and government fields, managing over $854B in assets under management.

Prior, Hewitt deepened her intellectual expertise and practical exposure to issues of sustainable development, global governance and economics while completing her Masters of Public Policy at Duke University, where she contributed to projects related to public-private partnerships, corporate social responsibility and social impact investing/strategy.

Before joining TIAA, Candace advanced her career in advertising as a communications strategist.  At agencies Saatchi & Saatchi and Grey Worldwide, she developed brand engagement strategies for blue chip clients in consumer goods, pharmaceuticals, and finance.  Hewitt is a proud graduate of Smith College.