Shareholder Rights & Hostile Takeover Defense

We represent boards and management in contested elections, advising on nomination notices, record date determinations, and shareholder solicitation strategies. Our attorneys draft proxy materials, coordinate with proxy solicitors, and ensure compliance with SEC Regulation 14A. We focus on message clarity and voting alignment to secure outcomes that reinforce governance stability.

When necessary, SJKP LLP litigates aggressively to protect clients from coercive or unlawful tactics. We pursue injunctions, fiduciary duty claims, and disclosure challenges in both state and federal courts. Our litigation team has extensive experience in Delaware Chancery Court and other key jurisdictions governing corporate control disputes.

We advise boards on adopting and implementing shareholder rights plans (“poison pills”), advance notice bylaws, and other defensive measures that deter hostile accumulation and preserve negotiation leverage. Our team ensures that all defensive devices comply with fiduciary duties and withstand judicial scrutiny.

We help clients articulate an ESG-driven governance narrative that resonates with long-term institutional investors. By aligning defense messaging with environmental, social, and governance principles, companies can strengthen credibility with proxy advisors such as ISS and Glass Lewis, shifting the balance in close contests.

Preparation is the most powerful defense. SJKP LLP develops activist response playbooks and conducts tabletop simulations for management and boards. These exercises identify vulnerabilities in shareholder engagement, disclosure controls, and communications protocols, ensuring clients can respond decisively when threats arise.

In global transactions, activist investors and acquirers often leverage jurisdictional complexity. Our cross-border M&A and regulatory teams coordinate defenses that comply with antitrust, securities, and foreign investment laws, including CFIUS review in the United States. We help multinational clients defend control across multiple legal regimes simultaneously.

We help boards engage constructively with ISS, Glass Lewis, and other advisory firms by crafting transparent communications that highlight governance integrity and shareholder alignment. Our attorneys prepare engagement scripts, briefing materials, and disclosures that anticipate proxy advisor concerns before recommendations are issued.

In high-profile activism campaigns, media control is essential. We coordinate closely with communications professionals to manage public statements, press releases, and social media messaging. Our legal oversight ensures all external communications align with securities law and litigation strategy, minimizing reputational risk.

SJKP LLP assists management teams in establishing command centers for rapid response during live activist or hostile bid events. We integrate legal counsel with PR strategy, investor relations, and board communication to maintain message discipline and market confidence under intense scrutiny.

Our attorneys structure settlement agreements with clear standstill provisions, confidentiality clauses, and board nomination terms that protect the company’s strategic flexibility. We guide boards through every phase of activist engagement, from initial outreach to final resolution.

We advise clients on board refreshment, succession planning, and governance enhancements that reduce vulnerability to future activism. By proactively addressing governance and performance concerns, companies can preempt external challenges and maintain long-term shareholder trust.

Following activist campaigns, we conduct governance audits to identify lessons learned and refine defense protocols. Our goal is to transform short-term crises into opportunities for lasting governance improvement.

Our integrated team combines expertise in M&A, capital markets, litigation, ESG, and crisis management. This allows us to deliver comprehensive defense strategies that anticipate both legal and market reactions.

With experience across North America, Europe, and Asia, SJKP LLP advises multinational clients facing activist campaigns or unsolicited bids across jurisdictions. We coordinate seamlessly with local counsel to deliver consistent, globally informed strategies.

Our attorneys have guided Fortune 500 companies, emerging growth firms, and cross-listed issuers through high-stakes activism events, hostile tender offers, and proxy contests, achieving outcomes that protect long-term corporate value and leadership stability.