BarbriSFCourseDetails
  • videocam Live Online with Live Q&A
  • calendar_month December 18, 2025 @ 1:00 p.m. ET./10:00 a.m. PT
  • signal_cellular_alt Intermediate
  • card_travel Corporate Law
  • schedule 90 minutes

Shareholder Activism Update: Universal Proxy in Practice, Advance Notice Traps, Activist Tactics

$297.00

This course is $0 with these passes:

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Description

The panel will cover post-Kellner drafting and enforcement of advance notice bylaws (facial vs. as-applied scrutiny; "cloudy day" timing; ripeness), Schedule 13D/13G intent switches (HG Vora), universal proxy mechanics and card design under Rule 14a-19, and solicitation practices.

New retail voting tools boost small-holder turnout, while proxy-advisers' stricter reviews shape institutional votes, so solicitation often hinges on retail mobilization plus adviser messaging.

Listen as our panel discusses these latest developments in shareholder activism, universal proxy, metric analysis, and practical tips for offseason preparedness.

Presented By

Stephen I. Glover
Partner
Gibson, Dunn & Crutcher LLP

Mr. Glover is a partner in the Washington, D.C. office of Gibson Dunn who has served as Co-Chair of the firm’s Global Mergers and Acquisitions Practice. He has an extensive practice representing public and private companies in complex mergers and acquisitions, joint ventures, equity and debt offerings, and corporate governance matters. Mr. Glover's clients include large public corporations, emerging growth companies and middle market companies in a wide range of industries. He also advises private equity firms, individual investors, and others. Mr. Glover has been ranked in the top tier of corporate transactions attorneys in Washington, D.C. for the past nineteen years (2005 – 2025) by Chambers USA America’s Leading Business Lawyers. He has also been selected by Chambers Global for the past five years as a top lawyer for USA Corporate/M&A. Chambers has singled out Mr. Glover as the only “Star” corporate lawyer in the District of Columbia. He has also been named Washington, D.C. “Lawyer of the Year” by The Best Lawyers in America® in the 2026 edition for Securities/Capital Markets Law, and in 2018 for Mergers and Acquisitions Law. In 2018, Mr. Glover was recognized by BTI Consulting as a BTI Client Service All-Star MVP for making the Client Service All-Star list in four consecutive years.

Scott Levi
Partner
White & Case LLP

Mr. Levi’s practice focuses on ongoing compliance obligations under U.S. securities laws and corporate governance matters, as well as public and private securities transactions. He counsels clients on all aspects of their compliance with the U.S. securities laws and the rules of the major U.S. exchanges, including the preparation of periodic and current reports, proxy statements, registration statements on Form S-8, and insider reports and related liability issues under Sections 13 and 16 of the U.S. Securities Exchange Act of 1934. Mr. Levi assists public companies in connection with best corporate governance practices, disclosure questions, board and committee independence, and shareholder activism. He also regularly represents issuers and banks in a range of equity and debt transactions, including registered offerings, Rule 144A and Regulation S offerings and liability management transactions. 

Oderah C. Nwaeze
Partner
Faegre Drinker Biddle & Reath LLP

Mr. Nwaeze is a first-chair trial attorney who helps clients resolve complex corporate and commercial disputes. His practice includes matters involving shareholder rights; actions arising under Delaware General Corporation Law and Delaware common law; lawsuits stemming from mergers, acquisitions and other corporate transactions; and breach of contract matters. Mr. Nwaeze also represents clients in state and federal class actions involving securities laws, statutory and common law fraud, breaches of fiduciary duty and the Fair Credit Reporting Act.

Credit Information
  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.


  • Live Online


    On Demand

Date + Time

  • event

    Thursday, December 18, 2025

  • schedule

    1:00 p.m. ET./10:00 a.m. PT

I. Introduction and background

II. Current activism landscape

III. Universal proxy three years on

IV. Advance notice bylaws after Kellner

V. Ownership disclosure and enforcement

VI. Voting dynamics and retail/adviser communications

VII. Offseason preparedness and settlements

VIII Practitioner takeaways

The panel will discuss these and other key issues:

  • Drafting advance notice bylaws post-Kellner
  • Navigating universal proxy requirements (ballot construction, max-seats disclosure, notice/solicitation thresholds)
  • Spotting 13G to 13D triggers and advising on timing/communications to avoid enforcement risk
  • Adjust solicitation strategy for retail vote and evolving proxy-adviser communications
  • Building a realistic offseason engagement and settlement playbook