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Source: Law360, October 30, 2014 article


Shareholder Activism Boom Yields Big Payday For 3 Firms


By Karlee Weinmann


Law360, New York (October 30, 2014, 12:19 PM ET) -- It's a good time to specialize in shareholder activism. Just ask attorneys at Olshan Frome Wolosky LLP, Schulte Roth & Zabel and Wachtell Lipton Rosen & Katz.

Each of the shops has built its reputation around successfully steering activist situations. The firms have spent years cultivating dedicated practice groups that have paid off in an especially big way in recent years as shareholder activists tighten their grip on the U.S. marketplace and eye plays abroad.

Bolder strategies, a friendlier marketplace and record inflows of investor dollars have helped the activists stage a banner run in the first three quarters to build on success in 2013, when activism officially went mainstream.

Activists this year have dug into 29 S&P 500 companies, according to data released Monday by FactSet, more than three times the figures from 2006, when the research firm began tracking activity. Recent jostling at Apple Inc., Time Warner Inc. and several other big-name outfits shows no one is off limits — an evolution that means bigger campaigns, fiercer fights and huge paydays for the advisers behind the scenes.

Attorneys at each of the firms are tackling one of their busiest years ever, particularly at Olshan, whose 42 activist situations so far this year blow past its rivals. Next in line with 28 is fellow activist-oriented firm SRZ, according to FactSet data.

One landmark victory stands out in Olshan's hefty workload. The firm earlier this month helped Starboard Value LP, one of the best known activists in the marketplace, seal a complete board ouster at Darden Restaurants Inc., bringing a head-turning end to one of the most vitriolic and closely watched proxy fights of the year.

The rare wholesale victory — especially impressive, considering Darden's multibillion-dollar market capitalization — reinforced Olshan's place as a powerhouse in the field. The firm is looking to replicate that success in the coming months with its work on the next high-profile push from Elliott Management Corp., a seasoned activist that recently took a position in buyout target Family Dollar Inc.

It's been a year marked by success for SRZ, too. The firm helped Casablanca Capital LP topple the board at sputtering iron-ore producer Cliffs Natural Resources Inc. The parties danced around a settlement to end the much-publicized contest but couldn't hammer out terms, leaving Casablanca the opening to overhaul the board and appoint a fresh CEO.

Aside from the other proxy plays it finessed, SRZ made a move of its own earlier this year when it brought its renowned shareholder activism practice to the U.K. The firm's on-the-ground presence puts it in position to capitalize on an anticipated influx of activism across the Atlantic.

On the other side, Wachtell has taken on 24 situations this year — double the total for next-busiest corporate defense specialist Skadden Arps Slate Meagher & Flom LLP — including several that pitted it against Olshan or SRZ.

For decades, Wachtell has positioned itself as one of the central opponents of shareholder activism. The firm has made a name for itself by mowing down dissident investors, including by pioneering new strategies to fend them off. This year, it's been at the center of some of the most contentious fights, but hasn't always outmuscled the investors.

In fact, in both the Darden and Cliffs situations, its corporate clients faltered in significant ways. Critics blamed Wachtell, in part, for Darden's unceremonious defeat. But it remains the go-to defense firm, with plenty of successes to show for itself.

Still, deal watchers are tuned into the twists and turns of what has swelled into one of Wachtell's biggest battles of the year. The firm is representing Allergan Inc., the Botox maker at the center of a $53 billion hostile bid that is also facing a board shakeup that could pave the way for a takeover.

Shareholders are set to vote on the proposal, crafted by activist investor Bill Ackman, on Dec. 18. Whichever way they go, the contest will be a defining one for Wachtell — especially after Starboard's blowout win in the Darden fight.

--Editing by Rebecca Flanagan.

 


© 2014, Portfolio Media, Inc.

 

 

 

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