Shareholder
Activism
Shareholder activism is a powerful tool to increase investment returns and shareholder value. Our shareholder activism team advises investors engaging with public companies to drive strategic, operational, and governance change. We guide you through high-stakes, fast-moving campaigns with commercially informed legal strategy.
We represent activist investors, investment funds, and other engaged shareholders. Our shareholder activism lawyers advise both established and first-time activists seeking to influence corporate strategy and performance. With a team that includes veteran corporate governance, M&A, securities, and litigation practitioners, we help you identify leverage points, anticipate challenges, and refine strategy as campaigns evolve.
We advise you across all stages of the activism life cycle, including:
- Investment opportunity assessment
- Capital deployment and position building
- Shareholder engagement and business proposals
- Proxy contests and activist campaign strategies
- Settlement negotiations and cooperation agreements
- Shareholder rights, securities, and governance litigation
- Hostile takeovers and contested M&A transactions
- Assessing and responding to shareholder activism defense tactics
Activist campaigns often unfold in high-pressure environments. We guide you through complex board dynamics, shareholder engagement, and contested situations to strengthen campaign positioning. When matters escalate, we scale the team to the situation, strengthening your position in negotiations and, when necessary, in court.
With extensive experience before US federal and state courts, including the Delaware Court of Chancery, we help investors protect shareholder rights and navigate disputes that can impact governance, transactions, and enterprise value.
Every activist campaign presents unique strategic and commercial considerations. Our shareholder activism team develops legal strategies aligned with your investment goals and risk tolerance – helping you unlock shareholder value and drive meaningful returns.
Investment Management
Your investment platform needs more than execution – it needs structures that hold up under pressure and perform across market cycles. Our investment management lawyers help you design, launch, and manage investment vehicles that align with your goals and stand up to regulatory and investor scrutiny. We shape structures that work in practice, so you are better positioned to move capital with fewer disruptions and greater control over risk.
With more than 150 lawyers around the world, we provide integrated fund, tax, and regulatory advice across the fund life cycle. Our fund formation capabilities span private equity and credit, hedge, venture, infrastructure, and other specialized strategies. Our experience across credit and hybrid strategies positions us to address investor constraints, product design, and cross-border structuring considerations.
We combine fund formation capabilities with sophisticated tax, ERISA, and regulatory advice to structure vehicles for complex investor bases and cross-border operations. When sponsors face regulatory scrutiny, enforcement actions, or disputes, we provide strategic counsel aimed at protecting both the fund structure and the broader management platform.
We also help you navigate US and global regulatory requirements, from Advisers Act compliance to cross-border frameworks, and advise on management company formation, compensation structures, and strategic transactions involving investment managers.
Our investment management lawyers provide integrated legal and business advice at every stage, including:
- Fund formation and structuring
- Capital raising
- Investment transactions, including add-ons and restructurings
- Portfolio management and value creation
- Liquidity solutions, including secondaries and exits
Your ability to raise, deploy, and return capital depends on how your platform is structured. Our investment management lawyers help you integrate strategy, structuring, and compliance across the fund life cycle – so your fund can operate effectively under changing market conditions.
Litigation & Dispute Resolution
Disputes can disrupt your operations, drain resources, and create uncertainty that affects business performance. Our litigation and dispute resolution lawyers help you navigate high-stakes disputes while reducing uncertainty, managing risk, and protecting your long-term business interests.
Our litigation and dispute resolution practice is comprised of experienced litigators and trial lawyers throughout the US and Europe. Working across practices, we provide integrated counsel tailored to complex disputes. By combining industry- and practice-specific knowledge with trial and appellate experience, we assess how disputes are likely to evolve and adapt your strategy accordingly.
Our lawyers guide you through every stage of a dispute – from early case assessment through litigation, trial, and appeal. With a dedicated appellate practice that has handled hundreds of appeals, including matters before the US Supreme Court, we approach cases with trial and appellate strategies aligned from the outset.
When litigation is not the most effective path forward, we partner with you to resolve disputes through arbitration and mediation. Our lawyers represent you in proceedings before the American Arbitration Association (AAA), the International Centre for Settlement of Investment Disputes (ICSID), and other arbitral bodies – helping you control risk, maintain confidentiality, and preserve business relationships.
In addition to commercial disputes, we advise you on sensitive investigations and government enforcement actions. We conduct internal investigations involving allegations of misconduct, compliance issues, and potential regulatory violations. We also represent you in proceedings involving the US Department of Justice (DOJ), the US Securities and Exchange Commission (SEC), self-regulatory organizations, stock exchanges, and other state and federal agencies.
Our litigation and dispute resolution lawyers understand how disputes can affect your business and reputation. By combining litigation experience with practical business insight, we help you assess risk, reduce uncertainty, and determine the most effective path forward – whether through litigation or strategic resolution outside the courtroom.
Mergers & Acquisitions
A well-defined but flexible M&A strategy is critical for staying competitive in the global marketplace – and complex transactions require experienced mergers and acquisitions lawyers who understand your goals. Our corporate M&A team combines deep market knowledge with precise deal execution skills to help you achieve your strategic objectives.
Many deals have a cross-border dimension, and with more than 150 M&A lawyers across 20 global offices, we have the resources and footprint to represent your transactional needs worldwide. Our industry knowledge in key markets, including energy, food and beverage, technology, chemicals, life sciences, and healthcare, ensures that your deals drive measurable business growth and market expansion.
We provide comprehensive, skilled guidance in regulatory, antitrust, tax, labor and employment, intellectual property, and financing matters – along with litigation, when the need arises. Our M&A practice also focuses on IT outsourcing, merger integration, and ensuring seamless transitions that protect your operational continuity and financial value.
We advise on negotiated and unsolicited acquisitions, such as competitive auctions, tax-driven transactions, and cross-border deals. From our experience representing clients from publicly listed companies to private equity and family offices, we can anticipate different deal perspectives. Our approach ensures that you deploy the right strategy for any given situation, securing favorable terms and driving long-term profitability for your organization.
As a leading provider of M&A legal services, we have developed client-focused tools designed to streamline the transaction process and reduce your overall costs. We bring a practical approach to every matter, delivering efficient solutions that enhance your bottom line.
Securities Litigation
What would you do if your company faced shareholder class action and derivative lawsuits, a Securities and Exchange Commission (SEC) investigation or a corporate governance dispute? What if you encountered all three simultaneously? With the complexity of securities and governance law, you need a trusted partner by your side who understands both the legal and business implications of the issues that are raised by shareholders and regulators.
You can count on our dedicated securities & corporate governance litigation team to protect your legal and business interests in high-stakes cases and sensitive governance matters. Whether you face accusations of accounting irregularities, inadequate disclosures, breaches of fiduciary duty, market manipulation, insider trading or valuation irregularities, we are well-versed in litigating a broad range of these substantive issues to help you navigate it all.
With a nationwide network of collaborative practitioners, including a significant presence in New York, Delaware, Chicago, Los Angeles and Washington DC, we’re able to support your needs regardless of jurisdiction. The group also includes dedicated corporate governance litigators, including in our Delaware office. Our experienced team includes Board and Fund Counsellors, trial lawyers, corporate governance litigators, former SEC regulators, federal prosecutors, in-house lawyers, and federal and Delaware law clerks. Additionally, our sophisticated counsel helps you manage any governance, disclosure, regulatory and trading issues.
We have an extensive and successful track record in shareholder class action litigation filed pursuant to the Securities Act of 1933 and Securities Exchange Act of 1934. In addition, our team regularly represents a wide range of clients in the investment management industry in connection with a myriad of complex commercial litigation and regulatory matters. Corporate clients include investment banks, accounting firms, hedge funds, funds of funds, and private equity funds, as well as their principals and portfolio companies. We also regularly represent individual issuers, directors and officers, Board Committees.
Because of this collective knowledge and passion for the practice, our team has achieved highly favorable results stemming from litigation, negotiated results, investigations, and enforcement proceedings.
Tax
Tax considerations shape how your business structures transactions, financings, and international investments. Our lawyers advise you on global tax compliance and design tax strategies that support growth, help mitigate financial exposure, and strengthen your business operations across jurisdictions.
Our tax lawyers represent financial institutions, investors, and businesses – including more than half of the Fortune 100. Working across the US, Europe, and other major markets, we align tax strategy with your global business strategy while helping you anticipate regulatory and controversy risk.
Tax strategy is most effective when integrated early into decision-making. Our tax lawyers advise you on federal, state, local, and international tax laws that affect your transactions, investments, financings, restructurings, and cross-border operations. We also help you evaluate the tax implications of evolving business models, supply chains, and operating structures as your business expands internationally.
Our tax law practice includes advising on transfer pricing planning, advance pricing agreements, and cross-border tax controversies. We handle sophisticated transfer pricing disputes worldwide and engage with taxing authorities and organizations involved in international tax policy and enforcement – including the Organisation for Economic Co-operation and Development (OECD), the Internal Revenue Service (IRS), and tax authorities throughout Europe and globally.
Tax disputes can affect enterprise value. Our team includes former IRS administrators, Department of Justice (DOJ) Tax Division lawyers, Tax Court clerks, and legislative advisors who understand how tax policy is developed, interpreted, and enforced. This experience strengthens our ability to advocate before taxing authorities and guide you through examinations, administrative appeals, and litigation before trial courts, appellate courts, and the US Supreme Court.
Corporate Governance Litigation
Our litigators have extensive experience successfully representing private funds, other shareholders and directors in board and investor conflicts, including M&A disputes, change-of-control provisions, board elections, and management deadlocks. Our shareholder disputes work includes both private and public companies, as well as control of investment funds and other financial services entities.
Our litigators are an integral part of the firm’s market-leading shareholder activism practice, and we have a particularly strong track record in litigation undertaken as part of shareholder activism efforts. We counter management attempts to curtail shareholder rights and help lead coordinated campaigns that unfold in shareholder meetings, boardrooms and courtrooms. This includes the aggressive use of advance notice bylaw provisions, reopening nomination windows, ensuring recognition of valid nominations and contesting shareholder votes.
We have successfully fought in the Delaware Court of Chancery and in federal and state courts. We also draw on our courtroom experience to advise shareholder activists on best practices to minimize their vulnerability to legal challenges.
“It is better than any other firm in the US for corporate governance work, it is really unparalleled.”
Chambers USA
“McDermott Will & Schulte is incredibly responsive and is able to distill complex matters down quickly.”
Corporate/M&A: Shareholder Activism respondent, Chambers USA
“McDermott Will & Schulte has very talented attorneys who work very hard for their client. The firm has excellent younger attorneys to go with amazing seasoned professionals.”
Corporate/M&A: Shareholder Activism respondent, Chambers USA
Ranked Band 1 in New York, Corporate/M&A: Shareholder Activism
Chambers USA 2025
Nationally ranked Tier 1, Shareholder Activism: Advice to Shareholders
Legal 500 US 2025
Ranked Band 2 in the UK, Shareholder Activism: Activist Representation
Chambers UK 2025
- Trian Partners in its successful campaign for change at The Walt Disney Company
- D. E. Shaw & Co. in its agreement with FedEx regarding the composition of the FedEx board of directors
- Engine No. 1 in its successful proxy contest at Exxon Mobil
- JANA Partners in several investments, including Freshpet, Zendesk, New Relic, and Mercury Systems
- Starboard Value in various investments, including Ritchie Bros. Auctioneers and Papa John’s
- Elliott Management in numerous investments, including Marathon Petroleum, Akamai Technologies, and Hess Corp.
- Starboard Value in investment in Papa John’s International
- Trian Fund Management in campaign at Legg Mason
- Caligan Partners, Falcon Edge Capital and Patriot Global Management in settlement agreement with Knowles Corporation
- Wellington Management Company in challenging Bristol-Myers Squibb takeover of Celgene Corporation
- JANA Partners in its activist campaign at Bristol-Myers Squibb
- Cyrus Capital Partners in its campaign at Catalyst Paper Corporation
- Villere & Co. in its campaign at EPIQ Systems
- SpringOwl Asset Management and Cove Street Capital in an activist campaign at Forestar Group
- Saba Capital Management in its campaign at Franklin Limited Duration Income Trust
- Greenlight Capital in its proxy contest at General Motors
- JANA Partners in its campaign at Hertz Global Holdings
- Blue Harbour Group in its campaign at Investors Bancorp
- Elliott Management in its activist campaign at Marathon Petroleum Corporation
- Trian Partners in its campaign at Procter & Gamble
- Starboard Value in its campaign at Stewart Information Services
- JANA Partners in its campaign at Tiffany & Co.
- Altimeter Capital in its campaign at United Continental Holdings Inc., the parent company of United Airlines
- Kimmeridge Energy Management in its campaign at PDC Energy
- Voce Capital Management in its campaign at Argo Group International Holdings
- Blackwells Capital in its cooperation agreement with Colony Capital Inc.
- Voce Capital Management in its campaign at Air Methods Corporation
- Engine Capital in its campaign at Ann Inc.
- Clinton Group in its campaign at Arlington Capital Partners
- Lone Star Value Management in its campaign at Aviat Networks
- SRS Investment Management in its campaign at Avis Budget Group
- Elliott Associates in its campaign at Avon Products
- JANA Partners in its campaign at Blackhawk Network Holdings
- Sandell Asset Management in its campaign at Bob Evans Farms
- Sandell Asset Management in its campaign at Brookdale Senior Living
- Clinton Group in its campaign at Campus Crest Communities
- JANA Partners in its campaign at Civeo Corporation
- Casablanca Capital in its campaign at Cliffs Natural Resources
- JANA Partners in its campaign at Computer Sciences Corporation
- JANA Partners in its campaign at ConAgra Foods
- Saba Capital Management in its campaign at Deutsche High Income Trust
- Clinton Group in its campaign at Dillard’s
- Trian Fund Management in its campaign at Dupont
- Clinton Group in its campaign at EVINE Live, formerly ValueVision Media
- Saba Capital Management in its campaign at First Trust High Income Long/Short Fund
- FrontFour Capital Group and Sandpiper Group in their campaign at Granite Real Estate Investment Trust and Granite REIT Inc.
- JANA Partners in its campaign at Harris Corporation
- Trian Fund Management in its campaign at Heinz
- Elliott Associates in its campaign at Hess Corporation
- Clinton Group in its campaign at Imation
- venBio Select Advisor in its campaign at Immunomedics
- Philadelphia Financial Management of San Francisco and Voce Capital Management in their campaigns at Investment Technology Group
- MGT Capital Investments in its campaign at Iroquois Capital
- Fir Tree Partners in its campaign at Midstates Petroleum Company
- Alden Global Capital in its campaign at Monster Worldwide
- Voce Capital Management in its campaign at Natus Medical
- Harbringer Capital Partners in its campaign at the New York Times
- Gates Capital Management in its campaign at Nortek
- Trian Fund Management in its campaign at PepsiCo
- JANA Partners in its campaign at PetSmart
- Elliott Management in its campaign at PulteGroup
- JANA Partners in its campaign at QEP Resources
- JANA Partners in its campaign at Qualcomm
- Blue Harbour Group in its campaign at Rowan Companies
- Voce Capital Management in its campaign at Solta Medical
- Synacor in activist defense strategies for a publicly traded company
- Trian Fund Management in its campaign at Sysco Corporation
- JANA Partners in its campaign at Team Health Holdings
- JANA Partners and S.A.C. Capital Advisors in their campaign at Time Warner
- Fir Tree Partners in its campaign at Titan Energy
- SailingStone Capital in its campaign at Turquoise Hill Resources
- Fir Tree Partners in its campaign at Ultra Petroleum
- Sandell Asset Management in its campaign at Viavi Solutions
- JANA Partners in its campaign at Walgreens
- Nokomis Capital in its campaign at WidePoint Corporation
- Canyon Capital Advisors in its campaign at Yahoo!
Deal announcement, Press release
McDermott Will & Schulte represents Anson Funds in its agreement with SPS Commerce
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