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Preparing for Shareholder Activism: What You Need to be Doing Now 2019


Speaker(s): Aneliya S. Crawford, Benjamin Nahum, Brian L. Schorr, Chris Cernich, Jessica McDougall, Jim E. Rossman, Melissa Sawyer, Octavian S. Timaru, Pamela Codo-Lotti, Sabastian V. Niles, Shaun J. Mathew
Recorded on: Oct. 17, 2019
PLI Program #: 248462

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.


Benjamin H. Nahum, Managing Director, joined the firm in 2008 when David J. Greene and Company was acquired by Neuberger Berman. Benjamin is the Portfolio Manager for the Neuberger Berman Small/SMid Cap Intrinsic Value strategy. Prior to the acquisition, he was an Executive Vice President and Principal at David J. Greene and Company, LLC where he managed the Small/SMid cap strategies since inception in 1997. He was also a member of the firm’s investment committee. During his tenure as Portfolio Manager, Small/SMid cap AUM has grown from $7.0 million to its current size. Benjamin holds a BA from Clark University and a JD from Brooklyn Law School.


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.


Chris Cernich is Managing Partner of Strategic Governance Advisors.

Chris was formerly Managing Director at Institutional Shareholder Services (ISS), the world’s largest proxy advisor with 1,400 institutional shareholder clients managing more than $20 trillion in assets, where he led the international team providing analysis of and voting recommendations on mergers & acquisitions, economic proposals, and fights for corporate control. During his tenure he covered more than 250 proxy contests for board seats, including the fights at DuPont, Canadian Pacific, Forest Labs, Biogen Idec, Agrium, Hess, Wynn Entertainment, MGM, and Darden; as well as many contentious mergers and hostile takeover attempts, including Air Products/AirGas, Roche/Illumina, Valeant/Allergan, Gannett/Tribune, and Axiall/Westlake; Dell’s go-private, Chiquita/Fyffe/Cutrale, Marriott/Starwood/Anbang, Axis/PartnerRe/Exor, Comcast/Time Warner Cable/Charter, Williams/Energy Transfer, and Towers Watson/Willis Group.

Chris has been a featured speaker or panelist at conferences sponsored by the US Securities and Exchange Commission, Harvard’s Program on Corporate Governance, Penn’s Institute for Law and Economics, Berkeley’s Center for Law, Business and the Economy, the Milken Institute’s Global Conference, and various law firms and investment banks. He has been interviewed in many leading financial publications on aspects of corporate governance, shareholder activism, and M&A.


Melissa Sawyer is a partner in Sullivan & Cromwell LLP’s Mergers & Acquisitions Group and is co-head of the Firm’s Corporate Governance & Activism Practice. In addition to advising clients on public and private M&A transactions, joint ventures and strategic alliances, she also regularly advises clients on corporate governance, activism and takeover defense matters. Ms. Sawyer’s experience spans multiple industries, including consumer and retail, industrials, medtech and insurance. Ms. Sawyer serves as Chair of the Firm’s Knowledge Management Committee.

Ms. Sawyer has been repeatedly recognized as a leading M&A adviser. She is ranked by Chambers USA in Corporate/M&A, where clients describe her as “an absolute superstar,” and was named a Client Service All-Star by BTI. She was also named to The Deal’s “Women in M&A: The Powerhouse 20” for shaping the industry with her novel approach to transactions and has been recognized as a Law360 MVP in Food & Beverage, one of Crain’s “Leading Women Lawyers in New York City” and “Dealmaker of the Week” by The American Lawyer. Additional accolades include receiving a Burton Award for Legal Achievement and being chosen as an Empire State Counsel Honoree by the New York State Bar Association.

Ms. Sawyer has recently advised: Apollo Education, AT&T, BBA Aviation, CONMED, CPPIB, CSM Bakery, Diageo, DS Smith, FXI, GameStop, OTPP, Sotheby’s, Tiffany & Co. and UnitedHealth.

Ms. Sawyer is currently a Lecturer in Law at Columbia Law School, a Fellow of the American Bar Foundation and a member of the Mergers, Acquisitions & Corporate Control Contests Committee of the New York City Bar Association. Ms. Sawyer has participated in numerous panels for the Practising Law Institute and regularly writes for The M&A Lawyer, The Deal Pipeline and LexisNexis.

Recent Publications

  • “Carve-Out Transactions: Key Seller Considerations,” Practical Law (2019)
  • “How to prepare for 2019’s proxy season,” Corporate Secretary (2018)
  • “When An Activist Designee Joins Your Board,” Law360 (2018)
  • “Facing activists on ESG,” IR Magazine (2018)
  • “Just Getting Started: M&A in 2017 and What to Expect in 2018,” The M&A Lawyer (2018)
  • “Steps to Succession: Planning Techniques for Latin American Family Businesses,” STEP Journal (2017)
  • “Getting to the Head of the Table,” Directors & Boards (2017)

Education

University of Virginia Law School, J.D. 2000
Washington and Lee University, B.A. 1997


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.


Octavian S. Timaru is a senior vice president of D. E. Shaw & Co., L.P. and a member of the D. E. Shaw group’s Fundamental Equities investment unit, where he focuses on risk arbitrage and event-driven investments in the Americas. Prior to joining the firm in 2013, Mr. Timaru was a corporate associate at Wachtell, Lipton, Rosen & Katz. He began his career at Microsoft Corporation, where he was a software developer and, later, a development lead.

Mr. Timaru is a graduate of Harvard College, where he earned his A.B. in computer science. He also received an M.S. in computer science from Harvard University, and he earned his J.D. from Harvard Law School and M.B.A. from Harvard Business School.


Pamela Codo-Lotti is a Managing Director at Goldman Sachs, and Head of Cross Markets Activism & Shareholder Advisory. She advises clients on a range of complex and contested shareholder matters, including shareholder activism, hostile mergers and acquisitions, and environmental, social and governance challenges. As Head of Cross Markets Activism & Shareholder Advisory, she focuses in particular on mid-cap companies across various industries. Earlier in her career, Pam was a member of the Goldman Sachs Global Natural Resources Team in New York. Pam joined Goldman Sachs in 2006 and has more than 10 years of Investment Banking, Mergers & Acquisitions and Activism experience. Pam holds a degree in business administration from ESSEC Business School in France and an MBA from the Wharton Business School.


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.

 


Shaun J. Mathew is a corporate partner in the New York office of Kirkland & Ellis LLP. Shaun counsels public companies and their boards of directors on shareholder activism and hostile takeover response and preparedness, investor engagement, complex corporate governance matters, and other matters requiring significant board attention. His recent experience includes defending public companies and private equity sponsors in several of the most high profile challenges to M&A transactions, and he has defended clients against campaigns mounted by a number of activist investors including Elliott Management, Carl Icahn, Starboard Value, JANA Partners, and Engaged Capital. In addition, Shaun is a member of Kirkland’s Crisis Response practice group, counseling clients on internal and external communications in high-profile crisis situations.