G&E’s shareholder activism practice provides strategic and tactical advice and due diligence to hedge funds, pension funds, asset managers, and individuals on all aspects of active ownership. The G&E team supports clients with a unique skill set, including idea generation, corporate and securities laws, investor relations, corporate governance, environmental and social issues, and litigation. We seek to be a partner for investors seeking to promote positive change and long-term value creation in the areas of capital allocation, governance, and operations. The practice draws on G&E’s over 20-year track-record representing the world’s largest institutional investors in pursuing shareholder rights on both economic and ESG issues.
Securities Laws and Compliance – G&E advises clients on proxy rules, trading and affiliate rules, Sections 13 and 16 compliance and filings, antitrust regulations, federal and state securities and corporate laws, tax and regulatory issues, and related litigation. We also advise clients generally on the acquisition and financing of fund investments.
Corporate Governance – G&E reviews charter and bylaw provisions of investee companies, and identifies inadequacies that both affect value and are necessary to develop procedural and legal strategies to create positive change. G&E also reviews the financial and non-financial performance of board members, providing information on qualifications, investment track-records, and potential conflicts. We also advise on ESG issues that can impact value, such as diversity, constituency representation, and environmental sustainability.
Idea Generation –G&E’s multi-disciplinary team provides a substantive, value-added contribution to investment teams early in the due diligence process, and continuing throughout the monitoring and exit phase of an investment. Our team provides counsel that is directly informed by substantial experience in corporate finance and capital allocation, operations benchmarking, corporate governance, and the application of private equity principles to public equities.
Institutional Investor Insight – G&E provides active investors with key information regarding the interests and goals of institutions—who are the deciding vote in contested situations. G&E’s shareholder activism team assists investors in voting scenario analysis and leverages the Firm’s relationships with institutions to achieve success for our clients with speed and efficiency.
Executive Compensation – We work independently and with leading compensation consultants to analyze the structure, quality, and quantity of executive compensation, and assist investors in measuring value created for investors through compensation schemes.
Company Engagement – G&E helps investors build stakes and design engagement strategies both necessary to pursue positive change. We help clients in private discussions with management and boards, prepare private written correspondence, Schedule 13D filings, public correspondence, presentations and white papers, negotiate settlement agreements, and manage proxy fights.
Shareholder Engagement and Communications – G&E works to formulate messaging for key shareholders and other constituencies whose support is necessary to effect change. These include pension funds, asset managers, private funds, family offices, and individuals. We coordinate with proxy advisory firms, investment banks, law firms, the media, and securities regulators to make sure messaging is clear and convincing.
Proxy Fights – Where needed, G&E aggressively supports investors in prosecuting proxy fights, leveraging skills in due diligence, securities law, and litigation. We prepare timelines, pacing, and play books, advise on legal strategies and tactics, draft proxy filings, assist with key communications, advance litigation, and negotiate settlements.
Please contact Jonathan Oestreich to learn more about about G&E’s shareholder activism group.