Don’t Let Your Company be Taken Over!   

Shareholder Activism and Proxy Contests  

Every company CFO, Board member, C-suite and Financial professional needs to know how to protect themselves.

In 2023, 23.4% of Russell 3000 companies disclosed shareholder activism as a risk in their 10-K reporting, up from 21.4% in 2022. While most activist demands are settled long before reaching a shareholder vote, many will result in expensive, time-consuming proxy fights that can determine the future of a company and its management team.   

This panel of five speakers will provide insights into the steps, tactics and technical challenges created by proxy fights as told by corporate executives who have recently faced activist demands and top professional advisors in the sector. We'll look at how companies respond to demands from activists and the paperwork, legal advice and solicitation process associated with a proxy contest. We’ll also explore how proxy contests have changed under the new Universal Proxy rule and how technology transformed the way both companies and activists engage with shareholders.  

Be prepared before your company comes under attack.

Speaker Panel:

Jason Booth, Shareholder Activism, Activism Vulnerability Editor at Diligent Market Intelligence      

LinkedIn:  https://www.linkedin.com/in/jason-booth-b5a94213/

Editor and lead writer for Diligent Market Intelligence's shareholder activism and activism vulnerability news and analysis. Provide staff training on financial analysis, shareholder activism and financial writing. Over 25 years' experience in shareholder activism, M&A, restructuring, litigation and financial markets as a journalist, strategic communications adviser and university lecturer. Ten years in Asia.       

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Paul Ferdenzi, Vice President, General Counsel and Corporate Secretary at Curtiss-Wright Corporation     

LinkedIn:  https://www.linkedin.com/in/paul-ferdenzi-140bb06/
 

Paul joined Curtiss-Wright Corporation in June 1999 as an Associate General Counsel responsible for the Corporation’s legal needs in the areas of employment, securities, and real estate law. In May 2001, the Board of Directors appointed Mr. Ferdenzi to the office of Assistant Secretary of Curtiss-Wright Corporation and in November 2011, the Board of Directors appointed him to Vice President of the Corporation.

Prior to joining Curtiss-Wright Corporation, Mr. Ferdenzi served four years (1993 –1997) with the United States Navy in the Judge Advocate General’s Corps ("JAGC"). Mr. Ferdenzi served in various capacities as a trial and appellate defense counsel and legal assistance attorney to the United States Naval Academy and the Naval Medical Center in Bethesda, Maryland. After completing his tour of duty with the Navy, Mr. Ferdenzi joined the law firm of Gallagher, Briody & Butler in Princeton, New Jersey, where he practiced law in the areas of securities, banking and finance, corporate governance, employment and real estate.       

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Gabrielle Wolf, Director of Innisfree M&A Inc.      

LinkedIn:  https://www.linkedin.com/in/gabrielle-wolf-349407a/

Ms. Wolf advises companies and investors on all aspects of shareholder engagement, with a focus on proxy contests, shareholder activism, hostile and friendly acquisitions, contested shareholder meetings, corporate governance and other proxy solicitation matters.     

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Tony Lind, Partner, Command Financial

LinkedIn: https://www.linkedin.com/in/tony-lind-7b00b926/  

Tony is a partner at a leading publishing and content management conglomerate. "The Command Companies".At Command, Tony focuses on the distribution and the SEC filings of public companies’ shareholder materials. Particularly, he has a keen interest in contested proxy battles and has worked on many name brand contests including: Disney, Exxon, Target, P&G, DuPont and Bristol Myers to name a few. He brings over 40 years of experience to the industry. 

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Reuben Zaramian, Partner in Sidley’s New York office. 
LinkedIn: https://www.linkedin.com/in/rzaramian/

Focuses his practice on shareholder activism and corporate governance. Reuben advises public companies on investor engagement, takeover defenses, board matters, governance practices and ESG issues. Reuben also frequently advises on Section 13 and Section 16 reporting and liability matters. Over the past decade, Reuben has been involved in 100+ shareholder activism engagements, including many of the most notable late-stage campaigns and settlements. Prior to starting at Sidley, Reuben was an associate at a law firm with a prominent shareholder activism practice, where he represented leading activist hedge funds in high-profile shareholder activism mandates. Prior to that, Reuben was an associate at a global law firm, where he represented public companies and investors in shareholder activism, corporate governance and M&A matters. Reuben received his J.D. from Osgoode Hall Law School in Toronto, where he was a senior editor and the book note editor for the Osgoode Hall Law Journal. Reuben holds an M.I. from the University of Toronto, M.Litt. from the University of St. Andrews and an H.B.A. from the University of Toronto (Trinity College).

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Adele Hogan, Partner and Head of Securities, Otterbourg
LinkedIn: https://www.linkedin.com/in/adelehogan/