Proxy Contests, Hostile Takeovers, Shareholder Activism and Special Situations

Morrow Sodali’s mix of advisory, intelligence and transactional services enables the firm to bring together all the expertise, data, technology and resources needed to help companies respond effectively to extraordinary challenges such as shareholder activism, takeovers and proxy contests. Morrow Sodali assembles internal teams of executives to coordinate the firm’s global expertise and capabilities. Morrow Sodali assesses the client company’s vulnerability, analyzes its ownership base, monitors trading activity, organizes a strategic response and provides logistical support for communications, engagement and vote solicitation. Morrow Sodali is a key player in a company’s crisis response team together with its board, executive management and other outside advisors. The firm’s ability to act as a single source of shareholder-related services has proven to be critical for a successful outcome in many situations.

Capabilities

Shareholder Profile Analysis

Engagement with Proxy Advisors

Engagement with Institutional and Retail Shareholders

Message Content and Communications

Vote Solicitation and Tabulation

Governance Advisory and Strategic Stock Surveillance

Shareholder Profile Analysis

The Morrow Sodali advisory team monitors the client company’s ownership profile from both investment and voting perspectives. The ownership analysis identifies the full range of institutional holders -- pension funds, mutual funds, insurance companies, commercial banks and trust companies -- as well as retail shareholders.

Engagement with Proxy Advisors

The Morrow Sodali team provides companies with an analysis of how governance policies and circumstances are likely to be perceived by proxy advisors. The firm prepares a strategy to engage in meaningful discussions with proxy advisors and achieve their favorable voting recommendations.

Engagement with Institutional and Retail Shareholders

The Morrow Sodali team helps companies develop and execute a plan of engagement with shareholders identified in the ownership profile. The engagement program includes both large influential institutional shareholders and a range of retail shareholders necessary to achieve a successful outcome. Engagement programs include face-to-face meetings, telephone campaigns, social media and mailings.

Message Content and Communications

The team helps companies assemble a strategic plan for shareholder communications and outreach. Morrow Sodali employs new technologies to reach shareholders across a variety of platforms.

Vote Solicitation and Tabulation

The Morrow Sodali team designs and oversees a strategic solicitation campaign required to achieve the maximum support from all categories of shareholders. The team is involved in distribution of multiple communications to shareholders and through intermediaries, monitors back office activities and tabulates vote returns.

Governance Advisory and Strategic Stock Surveillance

Support from Morrow Sodali’s Corporate Governance and Capital Markets Intelligence teams can provide important expertise and support in these high-profile situations. (Link to Corp Gov and Surveillance sections)

Our People

New York

Michael A. Verrechia Managing Director – M&A and Activism Advisory Group