Shaun J. Mathew, P.C.
Overview
Profiled first out of ‘13 lawyers on speed-dial when companies and investors fight for boardroom control.’ - Insider, 2022
Shaun is a corporate partner and a leader of the Firm’s Shareholder Activism & Hostile Takeover Defense practice, which was named by The Deal as Activist Defense Law Firm Practice of the Year in 2020. Shaun is recognized as one of the 500 leading lawyers in America across all practice areas by Lawdragon, and as among the top five lawyers for activism and takeover defense by Chambers USA and The Legal 500 US, which recognizes him for being “efficient, thoughtful, creative and aggressive” in his counsel to a range of well-known companies and board members.
Shaun is a frequent speaker on shareholder activism and corporate governance. He has appeared on Bloomberg TV and has guest lectured at Harvard Law and Michigan Law School, among others. His articles have been featured in Harvard Law School Forum on Corporate Governance, and he has been quoted in leading publications including The Wall Street Journal, The Financial Times, The New York Times, The Deal and Law360.
Shaun counsels public companies and their boards of directors on shareholder activism and hostile takeover response and preparedness, investor engagement and corporate governance matters. Shaun also is a member of Kirkland’s Crisis Response Practice Group, counseling clients on internal and external communications in high-profile crisis situations.
His recent experience includes defending public companies and private equity sponsors in several of the most high profile challenges to M&A transactions, and he has defended clients against campaigns mounted by a number of activist investors including Elliott Management, Starboard Value, Politan Capital Management, Carl Icahn and JANA Partners.
Experience
Representative Matters
Select Experience Highlights
- Southwest Airlines in resolving Elliott Management’s threatened special meeting proxy contest seeking to replace its CEO and a majority of the board
- Wyndham Hotels in its successful defense against Choice Hotels $8 billion hostile takeover bid and full slate proxy fight
- Huntsman Corporation in its successful defense of a proxy contest by Starboard Value
- Bristol-Myers Squibb in its successful defense of its $90 billion acquisition of Celgene against opposition by Starboard and Wellington
- AIM ImmunoTech in its successful defense of two proxy contests (including the first attempted proxy contest under the SEC’s universal proxy rules)
- Vincent McMahon (controlling stockholder of WWE), on actions in support of a plan for WWE to undertake a review of strategic alternatives, including the election of Mr. McMahon and two others to the WWE board, and in the subsequent $21+ billion merger of WWE and UFC
- Nikola Corporation in response to fraud claims, an activist short attack by Hindenburg Research, related SEC and DOJ investigations, and CEO separation
- Six Flags Entertainment Corporation in connection with its agreements with H Partners regarding the composition of the Six Flags board, shareholder activism by Land and Buildings, its CEO transition and its $8 billion merger of equals with Cedar Fair
- Constellation Brands in connection with its cooperation and information sharing agreements with Elliott Management
Shareholder Activism Defense
- Lee Enterprises in its successful defense of a hostile takeover bid and attempted proxy contest by Alden Global Capital
- Wynn Resorts in its response to the “withhold-the-vote” campaign by Elaine Wynn and its agreement with Elaine Wynn regarding the composition of the Wynn Resorts board of directors
- Azenta in its cooperation agreement with Politan Capital Management
- Clear Channel Outdoor in its cooperation agreement with Legion Partners
- HanesBrands in connection with its cooperation agreement with Barington
- Heron Therapeutics in connection with a cooperation agreement with Rubric Capital and Velan Capital
- Sylvamo in connection with its cooperation agreement with Atlas Holdings
- Anywhere Real Estate in connection with its cooperation agreement with TPG Angelo Gordon
- Mueller Water Products in connection with its cooperation agreement with Ancora Holdings
- Travelport Worldwide Limited in response to shareholder activism by Elliott Management and in its $4.4 billion sale to Siris Capital and Elliott
- KVH Industries, Inc. in its successful defense against a proxy contest led by VIEX Capital
- Taubman Centers in connection with shareholder activism by Land and Buildings
- Del Frisco’s Restaurant Group, Inc. in its agreement with Engaged Capital regarding the composition of the board
- Avis Budget Group in its defense against multiple proxy contests by SRS Investment Management and an agreement with SRS regarding the composition of the Avis Budget Group board of directors
- Vitamin Shoppe in its defense against a full slate proxy contest by Vintage Capital, its agreements with Vintage Capital and Shah Capital regarding the composition of the Vitamin Shoppe board of directors, and its acquisition by Liberty Tax
- Daseke in connection with its cooperation agreements with Don Daseke and Lyons Capital regarding the composition of the Daseke board
- CBL in its agreement with Exeter Capital regarding the composition of the CBL board of directors
- KVH Industries, Inc. in connection with its cooperation agreement with Vintage Capital Management, LLC regarding the composition of the KVH Industries board
- Tenneco Inc. in connection with its cooperation agreement with Protean Services LLC and Daniel A. Ninivaggi regarding the composition of the Tenneco board
- Lee Enterprises in response to the “withhold-the-vote” campaign by Cannell Capital
- Laredo Petroleum in connection with shareholder activism by SailingStone Capital Partners
- Xerox in its agreement with Carl Icahn and Darwin Deason regarding the composition of the Xerox board of directors
Defense of Activist Challenges to M&A Transactions
- Vista Equity Partners in its successful defense of its acquisition of Model N against opposition by ClearBridge Investments
- ONEOK in its successful defense of its acquisition of Magellan Midstream Partners against opposition from Energy Income Partners
- Thoma Bravo in its successful defense of its acquisition of Magnet Forensics against opposition by Nellore Capital Management
- Vista Equity Partners in its successful defense of its acquisition of Avalara against a proxy contest by Altair US, LLC
- Starwood Capital Group in its successful defense of its $6 billion joint acquisition, together with Blackstone Real Estate Partners, of Extended Stay America Inc. against a proxy contest by Tarsadia Capital
- Vista Equity Partners in its successful defense of its acquisition of Pluralsight against a proxy contest by Eminence Capital
- Thoma Bravo in its successful defense of its acquisition of Instructure against opposition by Praesidium and Rivulet Capital
- Callon Petroleum Company in its successful defense of its $3.2 billion acquisition of Carrizo Oil & Gas against opposition by Paulson & Co. Inc.
- Steiner Leisure (an L Catterton portfolio company) in its successful defense of its PIPE investment in OneSpaWorld against opposition by Deep Field Asset Management
- Vista Equity Partners in its successful defense of its acquisition of Mindbody against opposition by Luxor Capital
- Rowan Companies plc in its successful defense of its $12 billion merger with Ensco against opposition by Canyon Capital
- WellCare Health Plans in its successful defense of its $17.3 billion acquisition by Centene Corporation against opposition by Third Point, Sachem Head and Corvex
Prior Experience
Wachtell Lipton Rosen & Katz
Vinson & Elkins LLP
More
Thought Leadership
Seminars
“Activism and Hostile M&A: What to Expect in 2025,” Kirkland & Ellis Webinar (November 2024)
“Inside Shareholder Activism,” Harvard Association for Law & Business, Harvard Law School (November 2024)
“Shareholder Activism Litigation,” Guest Lecture, M&A Litigation (Prof. Jesse Fried), Harvard Law School (November 2024)
“Activism Preparedness: A Tabletop Exercise,” Ray Garrett Jr. Corporate & Securities Law Institute (September 2024)
“Crisis Anticipation and Management,” Stanford Directors’ College (June 2024)
“Key Takeaways from the 2024 Proxy Season,” Expert Webcast (July 2024)
“Corporate Governance in Detail: What is the Board Agenda for 2024?” Outstanding Directors Exchange, Financial Times (June 2024)
“Public Company Climate and Sustainability Disclosure and Corporate Governance,” The Forum for Florida General Counsel (May 2024)
“Case Law Matters: Delaware’s Recent Stockholder Activism Jurisprudence,” American Bar Association, Business Law Section, Orlando Conference (April 2024)
“Disruption within the Boardroom: Shareholder Activism and Beyond,” Ascend Pinnacle Board Leadership Summit (March 2024)
“Emerging Issues in M&A, Shareholder, Activism and Crisis Situations,” Mori Hamada & Matsumoto Japan Webinar (March 2024)
“Governance, ESG, Crises & Shareholder Activism,” ACC New Jersey Webinar (February 2024)
“Shareholder Activism and the Evolving Social & Political Crisis Landscape: What Directors Need to Know,” Ascend Pinnacle, Dallas (January 2024)
“Barbarians at the (Universal Proxy) Gate: Shareholder Activism & How Companies Can Prepare,” National Asian Pacific American Bar Association (November 2023)
“Looking Back, Looking Forward: Trends From the 2023 Proxy Season and How To Prepare for 2024,” Kirkland & Ellis and Georgeson Webinar (October 2023)
“General Counsel Roundtable: Embracing Wellness and Well-Being,” Asian American Bar Association of New York (September 2023)
“Current Trends in Domestic and International M&A, Joint Ventures and Other Strategic Transactions,” South Asian Bar Association of North America National Conference (Boston, July 2023)
“Universal Proxy: Fallout and Future,” Council of Institutional Investors Webinar (July 2023)
“First Look at the 2023 Proxy Season: Activism, Universal Proxy and ESG (and anti-ESG) Proposals,” Kirkland & Ellis Webinar (July 2023)
“Shareholder Activism in Today’s Market Environment,” BofA Securities’ Debt Capital Markets Conference: Transitioning To The Next Normal (December 2022)
“The General Counsel's Role in Forging a New Path to an Equitable Future,” Asian American Bar Association of New York (October 2022)
“The New Shareholder Activism Vulnerability Landscape: Universal Proxy and The Market Downturn. What You Need to Know and How to Prepare for the Upcoming Proxy Season,” Kirkland & Ellis Webinar (October 2022)
“The SEC's New Universal Proxy: Apple Pie or a Paradigm Shift for Shareholder Activism and ESG Engagement?” Governance Week 2022 (June 2022)
“The SEC’s New Universal Proxy Rules and Other Developments in Corporate Governance, ESG and Shareholder Activism: What You Need to Know for the 2022 Proxy Season,” South Asian Bar Association of North America (March 2022)
“Voting in Corporate Elections,” Guest Lecture, Corporate Lawyer (Prof. Vikramaditya Khanna), University of Michigan Law School (February 2022)
“Developments in Corporate Governance, ESG and Shareholder Activism: Lessons from the 2021 Proxy Season and What to Expect in 2022,” The Forum for Florida General Counsel (November 2021)
“Shareholder Engagement Strategies for Public Companies: Avoiding Proxy Contests,” Strafford Publications’ Webinar (October 2021)
“Activism & ESG Developments: Lessons from the Exxon / Engine No. 1 Proxy Context and the 2021 Proxy Season,” Texas General Counsel Forum (July 2021)
“Acquisition Transactions,” Guest Lecturer, Corporate Lawyer (Prof. Andrew Kaufman), University of Maine School of Law (April 2021)
“The Evolving Role of Investors in Driving ESG Change,” NYU 2021 Social Innovation Symposium (February 2021)
“Shareholder Activism and Corporate Control Contests in Practice,” Guest Lecture, Assistant Professor Allen Page, Baylor Law (January 2021)
“Diversity, Equity & Inclusion,” Society for Corporate Governance Essentials (January 2021)
“Hot Topics for Corporate Boards and Management During the Pandemic and Beyond,” Texas General Counsel Forum (December 2020)
“Hot Topics for Corporate Boards and Management During the Pandemic and Beyond,” The Forum for Florida General Counsel (November 2020)
"Preparing for Shareholder Activism: What You Need to be Doing Now 2020," The Practicing Law Institute (October 2020)
“Shareholder Activism and Corporate Control Contests in Practice,” Guest Lecture, Corporate Lawyer (Prof. Vikramaditya Khanna), University of Michigan Law School (April 2020)
Shareholder Activism and Private Equity M&A, Kirkland PENews Brief (November 2019)
“Disclosure in Public M&A,” Guest Lecture, Mergers and Acquisitions (Chief Justice Strine), Harvard Law School (November 2019)
2019 Corporate Governance Roundtable, Harvard Law School (November 2019)
2019 Shareholder Engagement Roundtable, Harvard Law School (June 2019)
Shareholder Activism & Engagement: Lessons from the Trenches, Governance Week (June 2019)
Publications
“Shareholder Activism: Lessons from the First Season of Universal Proxy,” Kirkland M&A Update (June 26, 2023)
“Crisis Preparedness in the Rapidly Evolving Vulnerability Landscape,” Kirkland Governance Update (June 8, 2023)
“Lessons from Huntsman’s Proxy Fight Victory Over Starboard,” Harvard Law School Forum on Corporate Governance (May 1, 2022)
“SEC Proposes New Cybersecurity Disclosure Regime for Public Companies,” Kirkland M&A Update (March 14, 2022)
“On the Record(holder) — With Universal Proxy on Horizon, Delaware Confirms Importance of Up-to-Date and Unambiguous Advance Notice Bylaws,” Harvard Law School Forum on Corporate Governance (March 13, 2022)
“Crossing the Board-er Line: Issues to Cor When an Executive is Invited to Join an Outside Public Company Board,” Kirkland M&A Update (November 16, 2021)
“r/BlackRockAnnualLetter: Climate Change and ESG in the Age of Reddit,” Harvard Law School Forum on Corporate Governance (February 16, 2021)
“REIT Activism Trends to Expect in the Wake of COVID-19,” Law360 (October 2, 2020)
“Poison Pills — A Measured Prescription,” Kirkland M&A Update (March 24, 2020)
"#MeToo Compliance — Two Years In, “Wait-and-See” Is No Longer An Option," Kirkland Governance Update (October 3, 2019)
"New SEC Policy for No-Action Requests to Exclude Rule 14a-8 Shareholder Proposals for 2019–2020 Proxy Season," Kirkland Governance Update (September 9, 2019)
“Purpose, Culture and Long-Term Value — Not Just a Headline,” Harvard Law School Forum on Corporate Governance (February 26, 2019)
“Surviving Activist Shareholders, Passive Index Funds and Corporate Crises,” Corporate Board Member (September 10, 2018)
“Shareholder Activism: Evolving Tactics,” Harvard Law School Forum on Corporate Governance (August 23, 2018)
“Advance Notice Bylaw Deadlines: A Warning Shot,” Harvard Law School Forum on Corporate Governance (May 26, 2018)
“Advance Notice Bylaws – Advantage Confirmed,” Kirkland M&A Update (April 16, 2018)
“Takeaways from BlackRock’s 2018 CEO Letter,” Law360 (January 26, 2018)
Recognition
Recognized by Lawdragon as one of the 500 Leading Lawyers in America, 2024
Recognized by Chambers USA for Corporate/M&A: Takeover Defense - New York, 2021–2024
Recognized by The Legal 500 United States as a Leading Lawyer for Shareholder Activism: Advice to Boards, 2019–2024
Memberships & Affiliations
Harvard Association of Law and Business (Co-Chair, Alumni Advisory Board)
NYU Lawyer Alumni Mentoring Program (Advisory Board)
Ashoka Foundation (Ashoka Support Network)
Credentials
Admissions & Qualifications
- New York
- Texas
Education
- Harvard Law SchoolJ.D.cum laude
Founder, Harvard Association of Law & Business
- New York UniversityB.A., Economics & Politicssumma cum laude
- London School of Economics and Political ScienceGeneral Course
Press Mentions & Media Appearances
Interviewed, “Shareholder Activism Muted Despite SEC Rule,” Bloomberg TV (June 28, 2023)
Quoted, “How a SEC rule change has opened more doors for activists,” The Financial Times (June 24, 2023)
Quoted, “Corporate America is bracing for a rise in activist investing. Meet the 13 lawyers on speed-dial when companies and investors fight for boardroom control,” Insider (November 23, 2022)
Quoted, “Companies Brace for Onslaught of New Activists After Change in Proxy-Voting Rules,” The Wall Street Journal (November 20, 2022)
Quoted, “The Universal Proxy Rule is Not Universally Loved,” The New York Times DealBook (November 19, 2021)
Quoted, “Nasdaq Diversity Rule To Bring Change, Or Shame, To Cos.,” Law360 (August 13, 2021)
Quoted, “Activist Defense Law Firm of the Year,” The Deal (September 2020)
Quoted, “The Activist Insight 2019 Adviser Awards,” Activist Insight Monthly (December 2019)
Quoted, “Another Summer of Discontent,” The Deal's Dealmaker Quarterly (September 26, 2019)
Quoted, “M&A, Active Managers Among Catalysts for H1 Insurgencies,” The Deal (August 30, 2019)
Quoted, “Activist Investors Gain Clout as Stocks Tumble,” The Wall Street Journal (December 26, 2018)