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

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About the Course

Introduction

This webinar will brief in-house and outside counsel on activist campaign design under the universal proxy, Delaware's narrowing parameters on advance notice bylaws, and the 2025 voting landscapefrom retail activity to proxy-adviser recommendations. The panel will discuss what has changed, what is still effective, and where boards may get it wrong.

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 Co-Chair of the firm's 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. His 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. He is the author or co-author of several books, including M&A Practice Guide; Business Separation Transactions: Spin-Offs, Subsidiary IPOs and Tracking Stock; and Partnerships, Joint Ventures and Strategic Alliances

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