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How Occasional Activists Have Reshaped Proxy Fights

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Spencer Klein, Tyler Miller and Lulu Sun authored an article in Law360 that covers the evolving landscape of shareholder activism...

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Spencer Klein, Tyler Miller and Lulu Sun authored an article in Law360 that covers the evolving landscape of shareholder activism in 2025. The authors noted:<ul><li>Notwithstanding persistent macroeconomic and geopolitical uncertainty, global activism activity has remained robust in 2025.</li><li>So far in 2025, occasional activists have continued to shape outcomes, often through private negotiations and settlements. However, the number of occasional-activist campaigns through 2024 and the first half of 2025 exhibited a similar decline relative to shareholder activism overall.</li><li>One of the most striking trends in the current environment is the acceleration of C-suite turnover following activist campaigns. The number of CEOs departing U.S. companies within 12 months of an activist campaign nearly tripled in 2024, and this trend has continued into 2025.</li><li>Boards are demonstrating less patience with underperformance, and activists are increasingly willing to call for a CEO change as a catalyst for near-term stock price improvement.</li></ul>Read the <a href="https://media2.mofo.com/v3/assets/blt5775cc69c999c255/blt37f7bcbde17f0c70/68f10d046df5880490b3c6c0/251014-how-occasional-activists-have-reshaped-proxy.pdf" target="_blank">article</a>.

How Occasional Activists Have Reshaped Proxy Fights

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Spencer Klein is a corporate partner and serves as co-chair of the firm's global Mergers & Acquisitions Group.Spencer focuses his practice on M+A transactions and related matters such as proxy contests and takeover defense counseling. He has advised on more than 200 successfully closed mergers, tender and exchange offers, stock and asset acquisitions, divestitures and joint ventures. He is also a veteran of numerous contested matters and regularly counsels corporate boards and committees in transactional and high-profile corporate governance matters.Spencer frequently advises leading U.S. and multinational companies across multiple industries. His engagements include multi-billion dollar deals in health care and life sciences, financial services, technology, consumer products, manufacturing, retail, energy, and entertainment and media. In addition to prominent corporate clients and private equity funds, he has represented some of the world's leading bulge bracket and boutique investment banks.Prior to joining Morrison & Foerster, Spencer was a partner at O’Melveny & Myers LLP, McDermott Will & Emery LLP and Shearman & Sterling LLP. Spencer received his B.A. from The Pennsylvania State University in 1986, and his J.D. from Hofstra University School of Law in 1989, where he served as Editor-in-Chief of the Hofstra Law Review.Spencer has been recognized regularly as one of the world's leading M+A lawyers by International Financial Law Review, Super Lawyers, Legal 500 United States, and The World's Leading Lawyers for Mergers and Acquisitions: U.S. Expert Guide (Legal Media Group). He has been named a "New York Super Lawyer" by Law & Politics in each of the last fifteen editions. Legal 500 US has referred to Spencer as "one of the best deal lawyers in the country."Spencer serves as a Special Professor of Law at Hofstra University School of Law, a member of the Alumni Board of Visitors of the Department of Political Science at The Pennsylvania State University, and the founding Chair of the Hofstra Law Review Alumni Advisory Board.  In 2022, Spencer was an inaugural inductee into the Hofstra Law School Hall of Fame.

Spencer Klein

Global Co-Chair of M&A Practice

Tyler Miller is a corporate associate in the firm's New York office.Tyler’s practice focuses on representing public and private companies in corporate transactions, securities regulation, and governance matters. Tyler advises on domestic and cross-border mergers and acquisitions and private equity transactions in various industries, including technology and life sciences. He also represents issuers and underwriters in connection with capital markets transactions, including initial public offerings, debt and equity offerings, and SPAC transactions.Prior to joining Morrison Foerster, Tyler was a summer associate in the firm’s New York and Tokyo offices during the summer of 2019.Tyler earned his J.D. at the University of Michigan Law School, where he was an associate editor for Michigan Business & Entrepreneurial Law Review. During that period, he also studied abroad at Amsterdam Law School in the Netherlands.<h4 dir="ltr">Representative Experience</h4><ul><li>Arm Holdings plc, the world’s leading semiconductor IP company, in its blockbuster $5.22 billion USD IPO on Nasdaq, the largest IPO of 2023.</li><li>Crinetics Pharmaceuticals in multiple transactions, including an upsized $500 million public offering of common stock and a $350 million at-the-market equity offering.</li><li>Alexandria Real Estate Equities, Inc. in numerous public offerings of debt and equity, resulting in proceeds totaling over $8 billion.</li><li>Qatalyst Partners as financial advisor in multiple transactions, including (i) Zuora, Inc.’s $1.7 billion sale to Silver Lake and GIC, (ii) WalkMe Ltd.’s $1.5 billion sale to SAP SE, (iii) HashiCorp, Inc.’s $6.4 billion sale to IBM, (iv) ANSYS, Inc.’s $35 billion sale to Synopsys, Inc., (v) New Relic, Inc.’s $6.5 billion sale to Francisco Partners and TPG, (vi) Coupa Software Incorporated’s $8 billion sale to Thoma Bravo, (vii) Zendesk, Inc.’s $10.2 billion sale to an investor group led by Permira and Hellman & Friedman, and (viii) Anaplan, Inc.’s $10.7 billion sale to Thoma Bravo.</li></ul><ul><li dir="ltr">Infineon Technologies AG in the sale of its HiRel DC-DC converter business to Micross Components, Inc.</li><li dir="ltr">Unity Software Inc. in its all-stock $4.4 billion acquisition of ironSource and in its concurrent $1 billion PIPE investment by Silver Lake and Sequoia.</li><li dir="ltr">Endurance Acquisition Corp. in its $200 million initial public offering and subsequent $813 million business combination with SatixFy Communications, Ltd. (NASDAQ: SATX).</li><li dir="ltr">Vimian Group AB in its acquisition of the assets of New Generation Devices, Inc.</li><li dir="ltr">Antarctica Capital in multiple transactions, including its acquisition of a controlling interest in Descartes Labs.</li><li dir="ltr">Solomon Partners as financial advisor to Aries I Acquisition Corporation in its business combination with Infinite Assets, Inc.</li><li dir="ltr">Steadfast Apartment REIT, Inc. in its merger with and into Independence Realty Trust, Inc. (NYSE: IRT), with IRT surviving as the continuing public company.</li><li dir="ltr">Lyons Magnus in its acquisition of Phillips Syrups and Sauces.</li><li dir="ltr">Axalta Coating Systems in its acquisition of U-POL Holdings Limited for approximately $590 million.</li><li dir="ltr">BofA Securities, J.P. Morgan Securities, and Deutsche Bank Securities in the underwritten secondary offering of shares of BrightSpire Capital, Inc. (NYSE: BRSP) by a stockholder affiliated with DigitalBridge Group, Inc. (NYSE: DBRG).</li><li dir="ltr">Honey Birdette, the fast-growing, luxury lingerie and lifestyle brand, and its sellers, in its $333 million sale to PLBY Group, Inc. (NASDAQ: PLBY), a leading pleasure and leisure lifestyle company and owner of Playboy magazine.</li><li dir="ltr">Verisem BV and Paine Schwartz Partners in connection with the sale of Verisem to Syngenta’s vegetable seeds business, part of Syngenta Group.</li><li dir="ltr">Rakuten Medical in its $166 million Series D preferred stock financing.</li></ul>

Tyler Miller

Associate

Lulu Sun is a corporate associate in the New York office of Morrison Foerster.Lulu earned her J.D. from Harvard Law School, where she served as a Subciter for the Harvard Civil Rights—Civil Liberties Law Review and an Editor for the Harvard Law School Bankruptcy Roundtable. While at Harvard, she also worked within the Harvard Law Entrepreneurship Program as a team member on the CloudStore Project, a startup B2B clothing brand-to-retailer platform. She was also a part of the Harvard Asian Pacific American Law Students Association. Lulu also has experience as an intern at Children’s Law Center of Massachusetts, working on special education related research matters.Lulu also holds a B.A. in English Language and Literature with a secondary major in Law from Tsinghua University.

Lulu Sun

Mergers + Acquisitions

Public Company Advisory & Governance