Bingham has significant experience in shareholder activism, proxy contests and corporate governance matters. We provide services ranging from analyzing and implementing corporate governance best practices to full service proxy contest advice and implementation, from developing an effective strategy, message and tactics for success with shareholders, proxy advisory firms and the media, to drafting proxy solicitation materials and other securities and regulatory filings.
Bingham frequently advises boards of directors, special committees and members of management regarding strategic alternatives, defensive tactics and mergers and acquisitions transactions.
Senior executives and directors look to Bingham for advice on the fiduciary responsibilities of board membership, conflict of interest concerns and disclosure requirements. We help boards, board committees and individual directors understand their fiduciary responsibilities and how to minimize director liability, as well as required compliance with exchange listing requirements and SEC regulations and current best practices.
Our clients rely on us for an integrated approach to advising both activist shareholders and companies faced with threats from activist shareholders and hostile acquirors. Not only have we represented numerous activist shareholders in contested situations, including the Shamrock Activist Value Fund, the Yucaipa Companies, Avalon Capital and Metropolitan Capital Advisors, we also have represented numerous public companies in connection with actual and potential contested solicitations and hostile advances.
Bingham’s securities litigation group augments the capabilities of our corporate and transactional group with significant, cutting edge experience in litigation matters involving corporate governance, proxy contests, going private transactions, and hostile transactions.