Chapman Partners advises investors, boards, and companies in matters involving shareholder activism, corporate governance disputes, and contested transactions. We frequently advise in situations where legal strategy, corporate control considerations, and market dynamics intersect.

The firm represents activist investors, strategic investors, occasional activists, and public companies in matters involving proxy contests, tender offers, takeover situations, and governance disputes. Our lawyers have experience advising clients on both the investor and company side of activist situations, providing a balanced perspective on the strategic, legal, and practical considerations that arise in contested governance matters.

We advise clients on matters including:

•       Activist strategy and campaign planning.

•       Corporate governance and board-level disputes.

•       Proxy rules, securities law compliance, and disclosure matters.

•       Tender offers and contested takeover situations.

•       Offensive and defensive litigation relating to governance disputes.

•       ESG-related governance issues.

Our lawyers have particular experience advising in activist campaigns involving business development companies and closed-end funds, as well as in situations involving foreign issuers listed on U.S. exchanges.

Activist situations often evolve quickly and involve overlapping corporate, securities, and litigation considerations. Chapman Partners approaches these matters with an integrated strategy combining experience in corporate governance, securities regulation, and complex litigation.

The firm’s lawyers also have significant experience in Delaware corporate litigation, including matters before the Delaware Court of Chancery, as well as in other courts across the United States. We advise clients in cross-border activist and governance situations involving jurisdictions including Australia, Canada, Cayman Islands, China, and the United Kingdom.

Representative Experience

The firm’s lawyers have advised activist investors, shareholders, and companies in contested governance situations, including proxy contests, takeover disputes, and other shareholder activism matters. Representative matters of the firm’s lawyers have included advising:

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

•       An activist group in Delaware Court of Chancery litigation concerning advance notice bylaws, establishing an enhanced scrutiny standard.

•       A hedge fund in an activist campaign involving a publicly traded business development company, resulting in the sale of the BDC.

•       Activist investors in hostile takeover situations and contested acquisition transactions involving publicly traded companies.

•       A Fortune 500 company in responding to an activist shareholder campaign seeking the sale of the company.

•       A media company in a contested acquisition of an entertainment business.

•       Activist investors in proxy contests involving biotechnology companies, 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 for the fund.

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

•       Activist investors in campaigns involving companies listed on the NYSE, Toronto Stock Exchange, and other international exchanges.

•       A group of leading hedge funds in efforts to unwind a structured products investment vehicle.

•       Public companies and investors in matters involving poison pill rights plans, takeover preparedness, advance notice bylaws, and other corporate governance defenses.

•       Investors and companies in books and records litigation and other governance disputes in the Delaware Court of Chancery.

*Additional representative matters may be discussed upon request, subject to client confidentiality obligations.