Drew G.L. Chapman advises investors, corporations, and boards of directors in complex and contested corporate situations, including shareholder activism campaigns, distressed investments, and high-stakes governance disputes.

With more than 25 years of experience as a partner and practice group leader at several of the world’s leading law firms, Drew advises investors, corporations, and boards of directors in complex and often highly contested corporate matters.

His practice focuses on mergers and acquisitions, shareholder activism, corporate governance, proxy contests, and related corporate and securities litigation. Drew is frequently called upon by clients involved in adversarial or hostile situations, including activist campaigns, contested transactions, and disputes where litigation strategy plays a central role.

Drew represents activist investors, hedge funds, private equity firms, and credit and distressed investors in activism matters, special situations, complex transactions, and disputes. He also regularly advises corporations, boards of directors, and special committees on corporate governance, activist preparedness and defense, internal investigations, crisis management, and engagement with institutional investors and proxy advisory firms.

Over the course of his career Drew has also represented clients in significant regulatory and enforcement matters, including white-collar and SEC investigations. In one high-profile insider trading matter, Drew represented a hedge fund over a seven-year period culminating in the unprecedented return of disgorgement funds previously paid to the SEC pursuant to a settlement agreement.

Drew also advises self-funded health benefit plans and plan sponsors on governance and operational matters and has represented CEOs and high-net-worth individuals in matters involving defamation, business disputes, and other sensitive issues.

Prior to founding Chapman Partners, Drew was a partner at several leading international law firms. He graduated from law school at the age of 20, one of the youngest individuals to graduate law in Australia’s history.

Representative Experience

Representative matters have included advising investors, corporations, and boards of directors in complex corporate transactions, shareholder activism matters, and contested governance situations:

Shareholder Activism & Governance

• Activist investors in proxy contests and governance disputes involving publicly traded companies, including campaigns at Carver Bancorp, Medallion Financial, and BuzzFeed.

• A hedge fund in an activist engagement involving a publicly traded business development company.

• Activist investors in campaigns involving NYSE-listed and Toronto Stock Exchange- listed companies.

• An investor group in a proxy contest involving a biotechnology company seeking to replace the entire board of directors, including parallel litigation in federal court and the Delaware Court of Chancery.

• An activist investor in a campaign involving a NYSE-listed company, resulting in a settlement providing a board seat and board observer seat.

• A group of hedge funds in an activist campaign involving a Canadian public company.

• A hedge fund in an activist campaign against the management of a business development company, resulting in the removal of the investment manager and the board of directors.

• Public companies in matters involving activist defense preparedness, advance notice bylaws, and poison pill rights plans.

Distressed & Transactional Matters

• A leading global hedge fund in numerous distressed and special situation investments, including investments involving companies such as Windstream, Caesars Entertainment, Chesapeake Energy, Intelsat, Peabody Energy, and others.

• A leading hedge fund in the sale of a $1.1 billion portfolio of assets.

• A major hedge fund in connection with its investment in securities issued by Fannie Mae and Freddie Mac.

• A leading credit manager in a $335 million bond exchange transaction involving a national restaurant chain.

• A credit fund in the restructuring of the capital structure of a for-profit education company.

• A credit fund in the acquisition of a credit derivatives products business from a major bank.

• A hedge fund in the acquisition of the largest cattle feedlot company in the United States.

• A hedge fund in the acquisition and funding of litigation claims and other legal assets.

• The chief investment officer of a credit hedge fund in the spin-off of the fund from a private equity sponsor and subsequent seed investment in the management company.

• A bank in the spin-off of its collective investment trust business.

• A shareholder in connection with a squeeze-out merger transaction.

• A leading insurance company in the sale of GP and seed LP interests in a real estate asset management platform.

Fund Formation & Regulatory Matters

• A real estate private equity firm in the launch of a $2.5 billion real estate fund.

• A real estate private equity sponsor in connection with a $600 million managed account.

• A Big Four accounting firm, as liquidator of the Level Global funds, in connection with SEC settlements, liquidation of the fund, and related litigation claims.

• A hedge fund in a high-profile insider trading matter resulting in the return by the SEC of disgorgement funds previously paid pursuant to a settlement agreement.

• An asset management firm and its founder in connection with DOJ and SEC investigations and enforcement proceedings.

• A real estate investment manager in connection with an SEC audit.

• A hedge fund in its participation in the U.S. Treasury’s Public-Private Investment Program, including the structuring and launch of the Public-Private Investment Fund.

• A leading UK credit hedge fund manager in the restructuring of multiple fund groups and establishment of a U.S. presence.

• Multiple hedge, private equity, and real estate managers in the formation of investment funds ranging from $25 million to more than $1 billion..