In partnership with Streamlined Communications.
Engaging with investors who are activists or have adopted an activist approach has become a regular part of corporate life. The question is no longer if companies will face activism, but when—and how they will respond to an activist investor seeking to engage with them around a variety of topics. Effective planning for engagement requires thoughtful strategies, a nuanced approach, and a strong, consistent narrative.
Why You Should Attend
In this session, we’ll explore:
When and how companies should respond to activist investors seeking engagement
The role of Boards, CEOs, CFOs, GCs,and IROs in the engagement process
The various stages of the engagement process
How corporate insiders and advisers can support the goal of building a narrative that shows a commitment to constructive engagement and long-term shareholder value creation
The role of engagement in avoiding any unnecessary escalation by the activist investor and potentially keeping a private dialogue from evolving into an expensive and distracting public activism campaign
Common mistakes companies make when engaging with activists, and how can they be avoided
Lessons learned from past engagements, including engagements that were highly constructive and avoided a publicly distracting and expensive activist campaign
Our aim is to provide board members, executives, advisers, and communications leaders with practical insights to strengthen activism preparedness and enhance outcomes when engaging with activist investors and responding to their demands.
Moderator:
Keith E. Gottfried
Founder & CEO, Gottfried Shareholder Advisory, LLC
Keith Gottfried is the CEO of Gottfried Shareholder Advisory LLC, a strategic advisory firm focused on advising public companies, the C-suite, and boards of directors on shareholder activism preparedness and defense. Keith is a highly experienced shareholder activism advisor. Throughout a career that spans over 30 years, working at some of the country’s most prominent firms, Keith has advised numerous public companies in connection with high-profile shareholder activism campaigns. Before founding his firm in 2021, Keith led the shareholder activism defense practice at a large global law firm.
Keith's work as a shareholder activism defense advisor has been recognized on numerous occasions. In both 2018 and 2019, Keith was named by the National Association of Corporate Directors (NACD) to its list of Directorship 100 honorees, which recognizes the most influential people in the boardroom community, including directors, corporate governance experts, regulators, and advisors. Keith publishes and presents regularly and has been frequently quoted by the national business and news media, on shareholder activism trends and developments. Keith has also been a frequent contributor to the Harvard Law School Forum on Corporate Governance on shareholder activism developments. Keith holds an M.B.A., with high honors, from Boston University's Questrom School of Business, a J.D., cum laude, from Boston University's School of Law, where he was an Edward F. Hennessey Distinguished Scholar of Law, and a G. Joseph Tauro Scholar of Law, and a B.S from the University of Pennsylvania’s Wharton School of Business.
Panelists:
Stephen L. Brown
Senior Advisor & Managing Director, Board Leadership Center, KPMG LLP
Stephen L. Brown is a globally recognized governance expert, thought leader, and trusted advisor to corporate boards and C-suites. He is a Senior Advisor and Managing Director at KPMG Board Leadership Center, where he advises business leaders on key corporate governance challenges.
Formerly, he was CEO of the Society of Corporate Governance and led the corporate governance group at TIAA/Nuveen. Prior to TIAA, Brown practiced securities law at WilmerHale and Skadden and was an associate with Goldman Sachs.
Mr. Brown is a member of several boards including the National Football League Alumni Association, the John L. Weinberg Center for Corporate Governance, Black Corporate Board Readiness at Santa Clara University, the Reuben Mark Initiative for Organizational Character and Leadership at Columbia University, and CEOs for Corporate Purpose & CEO Investor Network. He is also an NACD Board Leadership Fellow.
Mr. Brown received his B.A. with honors from Yale University and his J.D. from Columbia University Law School where he was a Harlan Fiske Stone Scholar.
Sean Brownridge
Partner & Chair, Activism Defense Group, Cooley LLP
Sean is chair of Cooley’s activism defense group. He is a trusted advisor to boards of directors and management teams, with a principal focus on shareholder activism preparedness and defense, investor engagement, crisis management, complex corporate governance matters and contested M&A. Sean has advised on some of the most high-profile and significant matters in the activism space, including the largest director election proxy contest in history and the biggest M&A transaction ever subject to a proxy fight.
Sean brings deep experience navigating high-stakes settlements, proxy contests, withhold campaigns, short attacks and corporate crises. During his career, he has worked on activism engagements involving Avis Budget Group, Bristol-Myers Squibb, Centene, Colgate-Palmolive, Del Frisco’s, FedEx, Kellanova, Kenvue, Salesforce, Six Flags, Squarespace, Vitamin Shoppe, The Walt Disney Company and Wynn Resorts, among others.
As a complement to his representations of public companies, Sean has extensive experience counseling engaged shareholders across the activism spectrum on the assessment of investment opportunities, capital deployment and investment execution, private engagement, settlement negotiations and cooperation agreements, alternative activism strategies, proxy contests, hostile takeovers and contested M&A transactions. His work with Carl Icahn, Corvex Management, D. E. Shaw & Co., Elliott Management, JANA Partners, Land & Buildings, Politan Capital Management, Sachem Head Capital Management, Starboard Value and Trian Partners – in addition to first-time and occasional activists – informs his guidance to directors and executives.
For his work in shareholder activism, Sean was named a “Next Generation Partner” by The Legal 500 and recognized as a “Rising Star” by The Deal. Sean’s writings on activism and corporate governance have featured in Bloomberg Law, the Delaware Journal of Corporate Law and the Harvard Law School Forum on Corporate Governance, among other publications. He also has spoken at Harvard Law School, the New York University School of Law and the University of Pennsylvania Law School on related topics.
Dan McDermott
Senior Vice President, ICR Special Situations Group
Dan joined ICR’s Special Situations Group in 2018. In this role, Dan develops and executes strategic communications plans for clients related to shareholder activism, mergers and acquisitions, corporate governance, Chapter 11 bankruptcies, short selling, executive transitions, litigation support and regulatory investigations. Prior to joining ICR, Dan worked for Involved Consulting, a boutique advisory firm focused exclusively on shareholder activism. At Involved Consulting, Dan advised both activist hedge funds and issuers on matters relating shareholder activism. Prior to Involved Consulting, Dan served as Sr. Analyst for the largest global proxy advisory firm, Institutional Shareholder Services (ISS). Dan was one of the four Sr. Analysts charged with evaluating and rendering vote recommendations on the financial and strategic implications of proxy contests, contested mergers, corporate governance, executive compensation, and other economic-focused shareholder proposals for ISS’ institutional clients. Dan has a B.A. in Political Science from Fordham University and an M.B.A. in Finance from Johns Hopkins University. Dan is an adjunct professor of Shareholder Activism at University of Pennsylvania Law School and has the Sustainability Accounting Standards Board (SASB) Financial Sustainability Accounting (FSA) Certification.
In partnership with Streamlined Communications.