Sullivan
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Our interdisciplinary team serves as trusted counsel to investors, public companies, boards and management teams navigating activist campaigns, proxy contests, hostile takeover dynamics and complex strategic transactions focused on the middle market and small-cap segments.

Sullivan’s shareholder activism and transaction defense practice brings both investor/activist representation and issuer/board defense under one roof. Leveraging insights from our deep experience on both sides of the table, our team of corporate, securities, litigation, regulatory and governance lawyers provide integrated transactional, compliance and defense advice aligned with market realities. We represent institutional investors, hedge funds and other activist clients, as well as public companies, corporate boards and management teams in critical governance matters, contested transactions and proxy fights, and corporate restructuring and strategic initiatives. Our lawyers help clients navigate the full lifecycle of activist engagement, potential contested situations and complex corporate actions with a multidisciplinary, compliance-focused approach.

We provide sophisticated legal counsel and strategic support across a broad spectrum of activism- and takeover-related matters, including:

  • Investor representation, including structuring share acquisition and accumulation programs; preparing Schedule 13D/13G, Forms 3/4, evaluating potential targets; formulating voting strategies and campaign plans.
  • Company representation, including advising issuers, boards and management teams on defensive and proactive governance and strategic responses, including behind-the-scenes engagement, shareholder communications, director nominations, shareholder proposals, board composition and governance structure, and pre-emptive risk assessment.
  • Managing proxy contests and contested director elections; designing campaign strategy and “roadmaps;” coordinating with proxy-solicitation and investor-relations advisers; drafting proxy statements, shareholder correspondence, public disclosures, investor presentations, and compliance filings; guiding clients through review of voting-advisory firm recommendations; and resolving contests through negotiated settlements or litigation if necessary.
  • Handling complex transactions and strategic corporate actions, including going-dark, going-private, M&A or divestiture proposals, leveraged recapitalizations and other corporate initiatives often under activist pressure or at the request of activist investors.
  • Advising on fiduciary duties and governance law in Delaware, Nevada and other relevant jurisdictions, including serving as counsel to boards and special committees on conflicts of interest, fiduciary obligations, fairness opinions, disclosure requirements, and defensive or transactional decision-making under heightened scrutiny.
  • Litigating shareholder-related disputes for both private and public companies when required in claims for or against activists, derivative or class-action securities or governance litigation, suits to compel special/shareholder meetings, books and records demands, challenges to defensive measures or contested governance actions, and representation in state and federal courts.