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Shareholder Activism and Contested Corporate Elections: Lessons from the Trenches


Level: Advanced
Runtime: 90 minutes
Recorded Date: November 09, 2017
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Agenda

1:00 pm - 2:30 pm
  • Introduction to Shareholder Activism
  • The Current Activism Landscape
  • What a Proxy Fight Looks Like
  • The Rise of Investor-Centric Activism Defense Strategy
Runtime: 1 hour and 30 minutes
Recorded: November 9, 2017

Description

The panel will include perspectives from leading professionals in the field, including a public relations specialist who represents both activists and target companies; a former activist investor-turned- and nowgovernance-and-contested-situations specialist; a lawyer representing activist investors; and a lawyer representing companies in response to activist investments.

This program was recorded on November 9th, 2017.

Provided By

American Bar Association

Panelists

Derek O. Zaba

Partner
Camberview Partners, LLC

Derek Zaba is a Partner at CamberView Partners and serves as Head of the firm’s Activism Defense and M&A practice which encompasses long and short activism defense as well as contested and complex M&A.

Before joining CamberView, Mr. Zaba was a Partner at Voce Capital Management, a value-driven, governance-focused investor that regularly engages in public activism. At Voce, he was deeply involved in evaluating and selecting investment opportunities, identifying problematic governance and compensation practices, engaging with portfolio companies and developing and executing contested campaigns.

Prior to that role, Mr. Zaba was a Senior Associate at Scoggin Capital Management LLC, an event-driven hedge fund. Earlier in his career, Mr. Zaba was a corporate attorney at Wachtell, Lipton, Rosen & Katz, where he counseled companies on a variety of matters including contested mergers & acquisitions transactions, proxy contests and corporate governance matters.

Mr. Zaba is a member of the State Bar of New York. He holds a J.D. from Stanford Law School, where he graduated Order of the Coif, and an M.B.A. and a bachelor’s degree in systems science and mathematics, cum laude, from Washington University in St. Louis.

Dan Zacchei

Managing Director
Sloane & Company

Dan Zacchei is a Managing Director based in New York and has been at Sloane & Company since 2008. He advises a range of clients on media and investor communications strategies around special situations, shareholder activism, M&A, restructurings, litigation, crisis and issues management and ongoing reputational positioning.

Prior to joining Sloane & Company, Dan was with Ruder Finn, where he worked in the Corporate Advisory group on crises and special situations.

Dan graduated from the College of the Holy Cross Cum Laude, with a B.A. in History.

Andrew Freedman

Partner, Co-Head Activist & Equity Investment Group
Olshan Frome Wolosky LLP

Andy’s practice focuses on shareholder activism, mergers & acquisitions, hostile takeovers and hedge fund strategies such as merger arbitrage and distressed investments. Andy has represented activist investors in connection with hundreds of major shareholder activism campaigns that have led to the replacement of approximately 700 public company directors. Andy is frequently quoted as an industry expert in the area of shareholder activism in national publications and news outlets, including The Wall Street Journal, Corporate Secretary Magazine, Law360, Activist Insight, Activism Monthly, and The Deal. Andy also speaks on activist panels throughout the country and contributes articles on shareholder activism to notable media publications.

Notably, Andy was an integral part of the Olshan team that led Starboard to a “historic” full board victory in its well-publicized election contest against Darden Restaurants. He also led the Olshan team in 2015, together with Steve Wolosky, that advised H Partners in its "precedent-setting" withhold campaign victory against Tempur Sealy and advised Elliott Associates on its successful campaign at Arconic in 2017.

Andy has experience advising on activist campaigns in Canada. He has represented clients in more than two dozen proxy contests in Canada, and he has a strong understanding of the rules and regulations governing Canadian companies.

Olshan's Shareholder Activism Practice Group is widely recognized as the nation's premier practice in representing activist investors in contested director elections. We are consistently ranked as the No. 1 legal advisor to activist investors by just about every league table and publication that covers shareholder activism, including the FactSet SharkRepellant Activism Scorecard, Thomson Reuters’ Global Shareholder Activism Scorecard and Activist Insight Monthly. We led the way again in 2017, having advised on more than 70 activist campaigns according to FactSet SharkRepellant.

Andy received his J.D. from Washington University School of Law, St. Louis and holds a B.S. from University of Michigan.


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