Proxy Contests and Defensive Assignments

Davis Polk is widely recognized as a leader in proxy contests and other high-stakes defense situations. We represent our regular clients and also often act as special counsel for companies, boards and special committees who traditionally rely on other firms.

We couple highly experienced advice on the relevant legal obligations with strategic counsel on public relations and investor relations considerations, which are often pivotal to success. We work closely with our clients’ internal and external PR and IR teams and with their financial advisers to ensure a consistent and suitably aggressive response to challenges.

We work with companies across all phases of defense-related matters, beginning with policies and structures designed to discourage challenges. If a PR campaign, shareholder proposal or proxy battle is launched, we advise on all aspects including:

  • Creating and coordinating a response strategy
  • Interacting with all relevant parties and counterparties, such as shareholder groups and proxy advisory firms
  • Ensuring proper governance and financial disclosure
  • Communicating with the SEC and other regulators
  • Crafting and executing litigation strategies
  • Negotiating and drafting agreements resolving controversies

Much of our work in this area is confidential, which in most cases reflects our success in quelling challenges before they progress into the public arena. Notable recent contests and challenges include matters for Comcast and Heinz.