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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 Rossman, Keith Hallam, Meaghan Repko, Meredith L. Cole, Robert A. Kindler, Sabastian V. Niles
Recorded on: Nov. 16, 2018
PLI Program #: 221544

Aneliya S. Crawford, Partner at Schulte Roth & Zabel, represents hedge funds and other large investors in matters concerning shareholder activism, proxy contests, hostile takeovers, corporate governance, and mergers and acquisitions. She is one of the leading attorneys representing activist investors globally with hundreds of 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.

Aneliya represented Trian Fund Management in the largest proxy contest to date, Trian’s successful campaign at Procter & Gamble; Elliott Management at Marathon Petroleum; Voce Capital at Argo Group International, Acacia Research in connection with multiple acquisitions, Altai Capital at MobileIron, and UBS as adviser to Elliott Management. Aneliya has been recognized by The Legal 500 US, Chambers USA, New York Super Lawyers — Rising Star, and Crain’s New York Business 40 Under 40.

Jessica McDougall oversees coverage of companies within the Industrials and Materials sectors in the US and Canada for the BlackRock Investment Stewardship team, where she is responsible for engaging with public company management teams and boards of directors on material ESG risk factors on behalf of BlackRock’s clients. A key focus area within her sectors includes the assessment of climate-related risk, in the context of a company’s long-term outlook and broader considerations for a transition to a lower-carbon economy. Jessica also regularly engages on topics such as governance, compensation, board composition, human capital management, activism, M&A, and strategy.

Jessica brings over ten years of experience in financial services; prior to BlackRock, she was 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.

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.

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: Adient, 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, Riverstone Holdings and Pattern Energy Group Holdings 2 LP, Ron Shaich, RR Donnelley & Sons, Wachovia Corporation and ZF Friedrichshafen. 

Selected Recognitions

  • New York Super Lawyers – “Top Woman Attorney in New York” (2016-2019) and a leading lawyer for M&A (2006-2020)
  • The American Lawyer – co-leader of S&C team advising on 2016 “Deal of the Year” – Kraft merger with Heinz (2016)

Selected Publications and Speaking Engagements

  • “Accelerating and Evolving Role of ESG and ‘Stakeholder’ Governance,” PLI’s Preparing for Shareholder Activism: What You Need to be Doing Now 2020 (Panelist, 2020)
  • “Planning for the Unpredictable: Proactive Scenario Planning by Boards of Consumer & Retail Companies,” WomenCorporateDirectors Global Institute (Panelist, 2020)
  • “Public Company M&A Deals,” 37th & 38th Annual Federal Securities Institute (Panelist, 2019 & 2020)
  • “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 (Panelist, 2018)


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

Brian L. 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, 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 transactional partner in the New York office of Kirkland & Ellis LLP. Ed’s practice focuses on mergers and acquisitions, corporate governance and shareholder activism defense.  Lawdragon has named Ed as one of the 500 leading lawyers in America, and IFLR1000 and Expert Guides have recognized him as a leading lawyer within the M&A practice. Law360 named Ed as one of six “Rising Stars” for M&A in 2018. Ed has significant experience advising on both cross-border and domestic transactions, as well as on spin-offs and carve-outs, joint ventures, LBOs, and initial public and other securities offerings. He has advised a broad range of public and private clients across industries, including, among others, technology, media and telecom (TMT), industrial, health care, consumer goods, energy and financial institutions. Ed is a David Rockefeller Fellow, Class of 2017-2018. Ed is also a member of the Council of Korean Americans, and serves as a board member and co-chair of the Corporate Law Committee of the Asian American Bar Association of New York, and as a member of the Leadership Advisory Group for the Korean American Lawyers Association of Greater New York. Ed holds degrees from Cornell University and Harvard Law School.

Eric Schiele is a corporate partner in the New York office of Kirkland & Ellis LLP, and serves as a member of the Firm's Executive Committee. His practice encompasses M&A and public company board and special committee advisory work, as well as hostile takeover and hedge fund activism defense. Over the course of his career, Eric has advised on announced M&A transactions with an aggregate value of over $1 trillion.

Eric has been repeatedly recognized as a leading lawyer in mergers and acquisitions. In 2020, Eric was one of six M&A attorneys nationwide chosen as a Law360 MVP, and one of seven attorneys nationwide chosen by The American Lawyer as a finalist for its 2020 “Corporate Lawyer of the Year” award. He was recognized for his M&A work by Chambers USA: America’s Leading Lawyers for Business from 2015 through 2021. Eric was also recognized by IFLR1000 from 2015 through 2021 and was named to Lawdragon’s list of the “500 Leading Lawyers in America” in 2016, 2017, 2020, and 2021. 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 work on mergers & acquisitions (large deals – $1bn+) in 2018 through 2020, for his transactional work in the telecoms and broadcast industry in 2014 and 2017, and for his transactional work in the technology industry in 2015.

Eric is a frequent speaker on M&A topics, including co-chairing PLI’s Hot Topics in Mergers and Acquisitions conferences from 2014–2020 and chairing its Shareholder Activism conference in 2016 and co-chairing it in 2018 and 2019.

Eric graduated summa cum laude from Ohio Wesleyan University and earned his J.D. with the highest honors from The University of Texas at Austin School of Law.

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.

Robert J. Jackson, Jr. is Professor of Law, Co-Director of the Institute for Corporate Governance and Finance, and Director of the Program on Corporate Law and Policy at the New York University School of Law. Among other premier publications, his work has been featured in the Journal of Finance, the Journal of Law and Economics, and the Harvard Law Review.

He was nominated and unanimously confirmed by the Senate to be Commissioner of the U.S. Securities and Exchange Commission in 2017 and served in that role until February 2020. Commissioner Jackson was an outspoken advocate for protecting investors, consistently calling for more transparency in capital markets and championing evidence-driven policymaking. Jackson challenged Silicon Valley insiders on dual-class stock that enables intergenerational transfers of control of America’s largest public companies and called competition economics the “forgotten fourth pillar” of the SEC’s mission. Jackson’s Office helped lead the SEC’s unanimous adoption of a pilot to study effects of stock-exchange payments on market dynamics.

Jackson’s research has consistently produced bipartisan legislation to address the gaps created by application of securities law to modern markets. His paper identifying significant insider trading before the announcement of significant corporate developments led to legislation to outlaw that trading. Another study identifying how SEC systems gave high-speed traders an advantage over ordinary investors led to bipartisan demands for a level playing field. And Jackson’s calls for an insider-trading law for the 21st century produced a bipartisan bill to close gaps in existing law.

Prior to his nomination to the Commission, Professor Jackson taught at Columbia Law School, where students honored him with the Reese Prize for Excellence in Teaching. Before that, he served as a senior policy advisor at the U.S. Treasury Department during the financial crisis and as deputy to Kenneth Feinberg, Treasury’s Special Master on Executive Compensation. Earlier in his career, Professor Jackson practiced law at Wachtell, Lipton, Rosen & Katz and was an investment banker at Bear, Stearns. Jackson holds two undergraduate degrees (one in finance, another in philosophy) from the University of Pennsylvania, an MBA in Finance from the Wharton School of Business, a Master of Public Policy from Harvard’s Kennedy School, and a law degree from the Harvard Law School. He was born in the Bronx, is a lifelong fan of the New York Yankees, and lives in New York with his wife, Bryana.

Sabastian V. Niles is a Partner at Wachtell, Lipton, Rosen & Katz where he focuses on rapid response shareholder and stakeholder activism and preparedness, takeover defense and corporate governance; risk oversight, including as to ESG, 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.

He has counseled boards of directors and management teams on self-assessments, engagement with institutional investors and proxy advisory firms and navigating activist situations involving Barry Rosenstein/JANA Partners, Bill Ackman/Pershing Square, Carl Icahn, Daniel Loeb/Third Point, David Einhorn/Greenlight Capital, Glenn Welling/Engaged Capital, Jeff Smith/Starboard Value, Jeffrey Ubben/ValueAct, Jonathan Litt/Land & Buildings, Keith Meister/Corvex, Mick McGuire/Marcato, Nelson Peltz/Trian, Scott Ferguson/Sachem Head, Paul Singer/Elliott Management, Relational Investors and Tom Sandell/Sandell Asset Management, among many others.

In addition to serving as Consulting Editor for the New York Stock Exchange’s Corporate Governance Guide, Sabastian writes frequently on corporate law matters and has been a featured speaker at corporate strategy and investor forums.  His speaking engagements have addressed topics such as Shareholder Activism; The New Paradigm of Corporate Governance; Hostile Takeovers; Strategic Transactions and Governance; M&A Trends; Board-Shareholder Engagement; Confidentiality Agreements in M&A Transactions; Negotiating Strategic Alliances with U.S. Companies; Current Issues in Technology M&A; Corporate Governance: Ethics, Transparency and Accountability; and Developments in Cross-Border Deals.

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.


  • 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.