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Preparing for Shareholder Activism: What You Need to Be Doing Now 2018


Speaker(s): Amy Lissauer, Aneliya S. Crawford, Audra D. Cohen, Brian L. Schorr, Edward J. Lee, Eric L. Schiele, Hon. Robert J. Jackson, Jr., Jessica McDougall, Jim E. Rossman, Keith Hallam, Meaghan Repko, Meredith L. Cole, Robert A. Kindler, Sabastian V. Niles
Recorded on: Nov. 16, 2018
PLI Program #: 221544

Amy Lissauer is a Managing Director of the firm's corporate advisory business and focuses on activist and raid defense, proxy solicitations, investor relations and corporate governance matters.

Ms. Lissauer’s experience includes Bristol-Myers Squibb on its acquisition of Celgene and activism from Starboard and Wellington, Mitek on its unsolicited offer from ASG Technologies and Elliott, Envision Healthcare on its sale to KKR and activism defense from Starboard and Corvex, QTS Realty Trust on activism from Land & Buildings, Hess on activism from Elliott, Nuance on activism from Neuberger Berman, Akamai Technologies on activism from Elliott, Whole Foods on its sale to Amazon and activism from JANA Partners, Cognizant on activism from Elliott, Fred’s on activism from Alden Capital, Perrigo on activism from Starboard, United Continental on activism from Altimeter and PAR Capital, Yahoo on activism from Starboard, eBay on activism from Icahn, Apple on activism from Icahn and Greenlight Capital, Hess on activism from Elliott and Relational Investors, Oshkosh Corp on an unsolicited offer and activism from Icahn, Forest Laboratories on activism from Icahn, Ferro Corp on an unsolicited offer from A. Schulman and activism from FrontFour and Quinpario), Procter and Gamble on activism from Pershing Square, Netflix on activism from Icahn, Actelion on activism from Elliott, Riverbed on activism from Elliott, CVR Energy on activism from Icahn, Clorox on activism from Icahn, Clearwater Paper on activism from SAC Capital Advisors, Cracker Barrel on activism from Biglari, and Comtech Telecommunications on activism from MMI Investments.

Ms. Lissauer has over 10 years of experience in investment banking and has advised over 100 companies facing activism or strategic raids. Prior to joining Evercore, she was COO of Executive Finance at Bridgewater Associates (Dalio Family Office). Before Bridgewater Associates, she was a Vice President in Goldman Sachs’ Mergers & Acquisitions Group and an Associate in Goldman Sachs’ Global Investment Research Department.

Ms. Lissauer has a B.S. from Cornell University. She has published articles and speaks frequently on mergers & acquisitions, hostile activity, and board/shareholder interaction.


Aneliya S. Crawford is a partner at Schulte Roth & Zabel LLP in the global Shareholder Activism and M&A and Securities Groups. She represents hedge funds and other large investors in matters concerning shareholder activism, proxy contests, hostile takeovers, corporate governance, and mergers and acquisitions. Aneliya is one of the leading attorneys representing activist investors globally with close to 200 major shareholder activism contests, including campaigns in the United States, United Kingdom, Canada, Australia and Latin America. Aneliya has extensive experience providing strategic guidance to investors on activist strategies, including proxy contests, settlement negotiations, corporate governance, consent solicitations, letter-writing campaigns, hostile takeovers and M&A transactions. She provides counsel to clients on their equity investments in public companies, and she also represents public and private companies in mergers and acquisitions and asset purchase and stock purchase transactions. Most recently, Aneliya represented Trian Fund Management in the largest proxy contest to date. The successful campaign sought the addition of Trian CEO and founding partner Nelson Peltz to the Board of Directors of Procter & Gamble.

Aneliya has been recognized as a “Recommended Lawyer” in The Legal 500 US in M&A/Corporate and Commercial: Shareholder Activism - Advice to Shareholders for 2019. The leading industry publication noted how the “'hardworking and creative' Aneliya Crawford advised Trian Fund Management on its successful campaign to appoint the manager's co-founder Ed Garden to the board of General Electric.” The Legal 500 highlighted also her work advising “Sports Direct on its campaign at Iconix Brand Group, securing two board seats in a cooperation agreement” and “UBS, as financial advisor to Elliott Management, in relation to its campaign at NXP Semiconductors.” A recognized thought leader, Aneliya has become a leading source for business journalists and business news organizations and a much sought-after speaker. She has served as a moderator and speaker at numerous conferences and events addressing shareholder activism, M&A and corporate governance. She contributed to The Activist Investing Annual Review 2019 (produced by Activist Insight in association with SRZ) and the 2018 Shareholder Activism Insight report (published by SRZ in association with Activist Insight and Okapi Partners) and has authored articles published in the Harvard Law School Forum on Corporate Governance and Financial Regulation, Forbes, HFMWeek and others. Aneliya was named to Crain’s 40 Under 40 Class of 2018 and has been named a New York “Rising Star” by Super Lawyers magazine each year since 2014 for her shareholder activism and M&A practice.

Aneliya earned her J.D. from Benjamin N. Cardozo School of Law, her M.L.A. in management (extension studies) from Harvard University and her B.A. from American University in Bulgaria.


Audra Cohen is co-Managing Partner of the Firm’s General Practice Group globally and serves as a co-head of the Firm’s Consumer & Retail and Power and Utility Groups. She has extensive experience representing clients on a broad range of merger and acquisition transactions, including public company mergers, private company transactions and spinoffs, and advising boards of directors on corporate governance and activism matters. As an active member of the Firm’s management and administration, Ms. Cohen also serves on the Firm’s Diversity Committee.

Selected clients include: Andeavor, AT&T, Avon Products, C&S Wholesale Grocers, Collective Brands, Connecticut Water Service, Diageo, Dynegy, Intercontinental Exchange, Kraft Foods Group, LSC Communications, NBTY, Panera Bread, Pepco, Quality Care Properties, Ron Shaich, RR Donnelley & Sons, Wachovia Corporation and ZF Friedrichshafen. 

Selected Recognitions

  • New York Super Lawyers – “Top Woman Attorney in New York” (2016-2018) and a leading lawyer for M&A (2006-2018)
  • The American Lawyer – co-leader of S&C team advising on 2016 “Deal of the Year” – Kraft merger with Heinz (2016)
  • Euromoney Legal Media Group Expert Guides, Women in Business Law – Leading Practitioner, Mergers & Acquisitions (2014)

Selected Publications and Speaking Engagements

  • “Public Company M&A Deals,” 37th Annual Federal Securities Institute, Miami, FL, February 2019 (Panelist)
  • “Deal Activism: How Dealmakers Can Prepare for and Respond to Activist Campaigns Against M&A Transactions,” PLI’s Preparing for Shareholder Activism: What You Need to be Doing Now 2018, New York, NY, November 2018 (Panelist)
  • “M&A Roundup: Today’s Deal Landscape,” PLI’s 49th Annual Institute on Securities Regulation, New York, NY, November 2017 (Panelist)
  • “Top Ten Regulatory Considerations for Executing Consumer and Retail Deals,” Bloomberg BNA (co-author) (October 2016)

Education

George Washington Law School, J.D. 1992
University of Washington, B.A. 1989


Brian Schorr is a Partner and has been Chief Legal Officer and a member of the investment team of Trian Fund Management, L.P. (Trian Partners) since inception in November 2005. Mr. Schorr oversees Trian Partners’ legal and regulatory matters related to Trian and its investment portfolio. Trian Partners is an alternative investment management firm based in New York City.  He also serves as a member of Trian’s ESG working group. Trian Partners manages capital for institutional investors, including pension plans, endowments/foundations, banks, insurance companies, sovereign wealth funds, funds of funds and family offices. Trian is an active and engaged shareowner that seeks to work closely with the management and boards of directors of those companies in which it invests to enhance shareholder value through a combination of strategic redirection, improved operational execution, more efficient capital allocation and stronger focus.  From June 1994 through June 2007, he served as Executive Vice President and General Counsel of Triarc Companies, Inc. (now known as The Wendy’s Company), a NYSE-listed company with multiple operating businesses. 

Prior to joining Triarc, Mr. Schorr was a partner of Paul, Weiss, Rifkind, Wharton & Garrison, a law firm he joined in 1982, specializing in mergers and acquisitions, securities regulation and corporate finance. 

Mr. Schorr is a Trustee of the New York University School of Law, a Trustee Emeritus of Wesleyan University, a Director of Lawyers for Children, Inc. and a former Chair of the Corporation Law Committee of The Association of the Bar of the City of New York.  Mr. Schorr was the Co-Chair of the Joint Bar Association Drafting Committee of the New York Limited Liability Company Law and is the author of Schorr on New York Limited Liability Companies & Partnerships. In addition, Mr. Schorr serves on the Council of Institutional Investors (CII) Corporate Governance Advisory Council and on the Board of Advisors of the New York University School of Law Institute for Corporate Governance and Finance.  In March 2019, Mr. Schorr was appointed as an adviser to the American Law Institute’s (ALI) Restatement of the Law, Corporate Governance. He previously served on the National Association of Corporate Directors (NACD) Blue Ribbon Commission on Strategy Development (2014).  Mr. Schorr was named by The Legal 500 (U.S. GC Powerlist), as one of the country's leading and most influential corporate counsel (2019). In addition, Trian’s Legal Department has been named by The Legal 500 (GC Powerlist) as one of the most influential and innovative in-house legal teams in the United States (2015).

Mr. Schorr received a J.D. from the New York University School of Law and graduated from Wesleyan University with a B.A. from the College of Social   Studies, magna cum laude, with honors and an M.A. in History.


Edward J. Lee is a partner at Wachtell, Lipton, Rosen & Katz. Ed’s practice focuses on both friendly and hostile mergers and acquisitions, corporate governance and complex capital markets transactions. Ed has significant experience in both cross-border and domestic transactions, as well as spin-offs and carve-outs, joint ventures, LBOs, and initial public and other securities offerings. He also frequently advises companies and their boards of directors on takeover defense and shareholder activism situations. He has advised a broad range of public and private clients across many industries, including aerospace, technology and digital, pharmaceutical, automotive, telecom, industrial, media and advertising, energy, private equity, and financial institutions.

Ed has also represented issuers in connection with many securities offerings and other capital raising transactions, totaling over $50 billion.

Ed received a B.S. from Cornell University and a J.D. cum laude from Harvard Law School.

In each of 2015-2018, Ed has been named a “Rising Star” by Expert Guides in the Corporate / M&A category. IFLR1000 has recognized Ed as an “Elite Dealmaker” and as “highly regarded” within the M&A practice.  Law360 has also recognized Ed as one of the country’s top M&A lawyers under 40.

Ed is actively involved in city and national civic and professional organizations.  He is a David Rockefeller Fellow, Class of 2017-2018, and a member of the Legal Advisory Group for the Partnership for New York City’s Innovation Council.  Ed is also currently a member of the Council of Korean Americans, Co-Chair of the Corporate Law Committee of the Asian American Bar Association of New York, and a member of the Board of Governors of the Korean American Lawyers Association of Greater New York. Ed serves on the Board of Directors of Cornell University’s College of Human Ecology Alumni Association.

Ed lives in Manhattan with his wife, son and daughter.


Eric Schiele is a corporate partner in the New York office of Kirkland & Ellis LLP. His practice primarily encompasses public and private mergers and acquisitions and board advisory work, including hedge fund activism defense.

Eric has been repeatedly recognized as a leading lawyer in mergers and acquisitions. He was recognized for his M&A work by Chambers USA: America’s Leading Lawyers for Business from 2015 through 2019 and was highlighted by clients as “absolutely terrific” and “thorough, wise, always available and very results oriented.” Eric was also recognized by IFLR1000 from 2015 through 2019 and was named to Lawdragon’s list of the “500 Leading Lawyers in America” in 2016 and 2017. He has also been recognized by The Legal 500 for his transactional work in the media and entertainment industry in 2017 and 2018, for his transactional work on mergers & acquisitions in 2018 and 2019, for his transactional work in the telecoms and broadcast industry in 2014 and 2017, for his transactional work in the technology industry in 2015 and for his skill in the capital markets arena from 2011 through 2013.

Eric is a frequent speaker on M&A topics, including co-chairing PLI’s Hot Topics in Mergers and Acquisitions conferences from 2014–2019 and chairing its Shareholder Activism conference in 2016, 2018 and 2019. Eric received his J.D. at The University of Texas School of Law and his B.A. from Ohio Wesleyan University.


Jessica McDougall is a member of the BlackRock Investment Stewardship team, based in NYC. Her work includes engagement with executives and directors of public companies in which BlackRock is invested on behalf of its clients. These conversations encompass topics such as corporate strategy, governance, environmental and social risk, M&A, and activism. Specifically, she serves as the lead analyst for US and Canadian companies within the industrials and materials sectors. In addition to engagement, Jessica also votes on behalf of BlackRock’s clients at these companies’ annual and special meetings.

Jessica brings over eight years of experience in financial services, most recently as an analyst on the Stewardship and Corporate Governance team at TIAA. Prior to working at TIAA, Jessica provided financial planning to wealth management clients. Jessica began her career at Moxy Vote (TFS Capital), a start-up focused on proxy voting and retail shareholder advocacy efforts.
 
Jessica is a CERTIFIED FINANCIAL PLANNER™ and holds various securities licenses. She graduated from the University of Virginia with a BA in English.


Keith Hallam is a partner in Cravath’s Corporate Department.  His practice primarily focuses on mergers and acquisitions and activist defense.  Mr. Hallam also advises corporations and their directors on general corporate and governance matters. His clients have included AerCap, Aerion, Affiliated Computer Services, Alere, AmerisourceBergen, Ashland, ATK, Avon, Banco Santander, Biogen, Brightline, Brunswick, Casey’s General Stores, Cincinnati Bell, CommScope, Conduent, Delta Air Lines, Florida East Coast Railway, The Fresh Market, Frontier Communications, Hertz, IBM, JBS, Lender Processing Services, Martin Marietta, Naspers, NCR, Occidental Petroleum, Parker Hannifin, Pilgrim’s Pride, Pinnacle Foods, Starwood Hotels, Unilever, US Foods, UTi Worldwide and Xerox. 

Mr. Hallam was recognized for his work in mergers and acquisitions by The Legal 500 from 2016 through 2019 and by IFLR1000 from 2017 through 2019. He received Euromoney Legal Media Group’s 2018 Americas Rising Star Award for “Best in Mergers & Acquisitions.” Mr. Hallam was named a “Next Generation Lawyer” in mergers and acquisitions in 2019 and in technology transactions in 2018 and 2019 by The Legal 500. Additionally, he was recognized for his work in activism defense in 2019 and for his transactional work in the technology industry in 2016 by The Legal 500.

Mr. Hallam was born in Alexandria, Virginia. He received a B.A. magna cum laude from the University of Pennsylvania, where he was elected to Phi Beta Kappa and a J.D. from the University of Pennsylvania, where he was a senior editor of the Law Review.


Meaghan Repko is a Partner at Joele Frank, a leading strategic financial communications and investor relations firm. Meaghan has more than 15 years of experience providing strategic corporate, financial and crisis communications counsel to Boards of Directors and executive leadership of public corporations and private equity firms involved in M&A, hostile takeovers, proxy contests, shareholder activism defense, spin-offs, reorganizations, financial restructurings, management changes, litigation, regulatory actions and a wide range of corporate crises. Meaghan received The M&A Advisor’s “40 Under 40” Recognition Award in 2018.  

Joele Frank has earned numerous awards, including #1 in M&A league tables among PR Firms in number of deals 2018, 2017, 2016, 2015, 2014 and 2013 (Corporate Control Alert), #1 in U.S. M&A league tables among PR Firms in number of deals for 2017, 2016, 2015, 2014 and 2013 (MergerMarket), Financial Agency of the Year 2019, 2017, 2016 and 2012 by The Holmes Report and PR Firm of the Year for 2012 by The M&A Advisor.  Furthermore, no investor relations or financial communications firm defends more public companies, Boards of Directors and management teams against activist shareholders than Joele Frank. The firm’s significant expertise, insights and experiences in dealing with activism is a natural extension of its large and growing ongoing investor relations and financial communications practice.


Meredith L. Cole, CFA, heads the Investor Relations/Analytics practice.  Working with shareholders, custodians, central depositories and vote execution services on numerous solicitations for over 20 years, she has developed an expertise in global voting systems and the custodial chain of shareholdings. Her in-depth knowledge of DTC settlement trends and activist trading patterns enables Innisfree to accurately monitor shareholder trading activity and to identify potentially hostile positions and, where activist accumulations lead to full-blown proxy contests, to work with issuers to develop a specifically targeted outreach/solicitation strategy to maximize the probability of success.

Recent activist situations she has worked on include: the defense of ADP in its proxy contest against Pershing Square; Qualcomm in its proposed acquisition of NXP Semiconductor and simultaneous defense of an unsolicited proposal by Broadcom; the successful merger vote at Samsung C&T over the opposition of Elliott Associates; the defense at DuPont against the proxy contest waged by Trian Partners; the defense at Allergan against the unsolicited offer by Valeant Pharmaceuticals and Pershing Square Capital Management; the proxy contest by Third Point LLC at Sotheby’s; the acquisition of Dell Inc. by Michael Dell and Silver Lake Management despite opposition by Carl Icahn and Southeastern Asset Management; the defense at Agrium against JANA Partners’ proxy contest; and the defense at Oshkosh Corporation against a proxy contest and unsolicited tender offer by Carl Icahn.

Ms. Cole received a B.S.B.A. with a concentration in finance from Georgetown University. She holds the Chartered Financial Analyst® designation and is a member of the CFA Society New York, National Investor Relations Institute, and New York Society of Securities Analysts.

 


Mr. Rossman is the Head of Shareholder Advisory at Lazard and advises clients in connection with preparing for and responding to shareholder activism. Mr. Rossman joined Lazard in 2003 and has over 25 years of experience as both a lawyer and investment banker.

Prior to joining Lazard, Mr. Rossman was a senior equity capital markets banker at Lehman Brothers.  Prior to his work at Lehman Brothers, Mr. Rossman was a corporate lawyer at Cleary, Gottlieb, Steen & Hamilton in their New York and Brussels offices, specializing in capital markets, mergers and acquisitions, and debt restructuring.

Mr. Rossman is the Chairman of the Board of Trustees for the Brooklyn Historical Society and a Trustee of Greenwood Cemetery in Brooklyn.  He serves on the Board of Advisors of the Institute for Law and Economics at the University of Pennsylvania; the Advisory Board of the John L. Weinberg Center for Corporate Governance; the Advisory Council for the Harvard Roundtable on Corporate Governance; and the Board of Advisors of the Institute for Corporate Governance & Finance at NYU School of Law.

Mr. Rossman earned a B.A. from Kenyon College, an M.A. from The University of Virginia, and a J.D. from New York University School of Law.


Sabastian V. Niles is a Partner at Wachtell, Lipton, Rosen & Katz where he focuses on rapid response shareholder activism and preparedness, takeover defense and corporate governance; risk oversight, including as to cybersecurity and crisis situations; U.S. and cross-border mergers, acquisitions, buyouts, investments, divestitures and strategic partnerships; and other corporate and securities law matters and special situations.

Sabastian advises worldwide and across industries, including technology, financial institutions, media, energy and natural resources, healthcare and pharmaceuticals, construction and manufacturing, real estate/REITs and consumer goods and retail.

Sabastian received his juris doctorate from Harvard Law School, where he co-founded the Harvard Association of Law and Business (and continues to serve on the Advisory Board) and won the U.S. National ABA Negotiation Championship representing the Harvard Program on Negotiation. He received B.S., B.A. and B.S. degrees in Finance, Economics and Decision & Information Sciences, respectively, from the University of Maryland, where he won two National Championships and four Regional Championships in intercollegiate mock trial.

Education

University of Maryland, B.S./B.S./B.A. 2003
Harvard Law School, J.D. 2006


Robert J. Jackson Jr. was appointed by President Donald Trump to the U.S. Securities and Exchange Commission (SEC) and was sworn in on January 11, 2018.

Commissioner Jackson has extensive experience as a legal scholar, policy professional, and corporate lawyer. He comes to the SEC from NYU School of Law , where he is a Professor of Law. Previously, he was Professor of Law at Columbia Law School and Director of its Program on Corporate Law and Policy. Commissioner Jackson’s academic work has focused on corporate governance and the use of advanced data science techniques to improve transparency in securities markets. He was the founding director of Columbia Law School’s Data Lab, which used cutting-edge technology to study the reliability of corporate disclosures. Commissioner Jackson has written more than 20 articles in the nation’s most prestigious legal and economics journals. His published work includes a study shining light on trading activity before the announcement of major corporate events, the first study of the effect of mandatory disclosure required by the JOBS Act on trading by individual investors, and the first comprehensive study of CEO pay in firms owned by private equity. In 2012, Columbia Law School students honored Commissioner Jackson with the Willis L.M. Reese Prize for Excellence in Teaching . He has testified on his scholarship before the U.S. Senate, and his work was previously the subject of rulemaking commentary before federal agencies, including the Federal Reserve and the SEC.

Before joining the Columbia Law School faculty in 2010, Commissioner Jackson served as a senior policy advisor at the U.S. Department of Treasury, working with Kenneth Feinberg, the Special Master for TARP Executive Compensation. In this role, he oversaw the development of policies designed to give shareholders a say on pay, improve the disclosure of executive bonuses, and encourage TARP recipients to more closely tie pay to performance. Earlier in his career, Commissioner Jackson practiced law in the executive compensation department of Wachtell, Lipton, Rosen & Katz.

Commissioner Jackson holds two bachelor’s degrees from the University of Pennsylvania, an MBA in Finance from the Wharton School of Business, a master’s degree from Harvard’s Kennedy School of Government, and a law degree from Harvard Law School. He was born in the Bronx, New York, and is a lifelong Yankees fan.


  • Rob Kindler is Vice Chairman and Global Head of Mergers & Acquisitions. Rob also is a member of the Management Committee. He joined Morgan Stanley in June 2006. Rob has worked on a number of notable transactions, including [advising Time Warner Cable on its $79Bn sale to Charter Communications, advising Time Warner on its $107Bn sale to AT&T, successfully defending Norfolk Southern against a $36Bn hostile bid by Canadian Pacific, and advising CenturyLink on its $34Bn acquisition of Level 3 Communications.]
  • Prior to joining Morgan Stanley, Rob was Global Head of Mergers and Acquisitions at JPMorgan from 2000 to 2006.  Before then he was a senior partner at the law firm of Cravath Swaine & Moore where he worked from 1980 to 2000
  • Rob was Vice Chair of the Board of Trustees of Colgate University, and is on the Board of Directors of NYU School of Law and the Board of Directors of the March of Dimes New York Division.  He graduated from Colgate University and received his J.D. from NYU Law School.  Rob currently resides in Harrison, New York.