- 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
Welcome! Save 30% on all CLE, CPE, and Professional Skills webinars, plus 15% off any annual pass with code CYBER2025
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 landscape—from 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
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.
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.
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.
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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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
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Unlimited access to premium CLE, CPE, Professional Skills and Practice-Ready courses.:
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- Best for legal, accounting, and tax professionals
Unlimited access to Professional Skills and Practice-Ready courses:
- Annual access
- Available on-demand
- Best for new attorneys
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