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Replay: CorpGov, V&E, ICR, Jefferies, Profile Advisors Host Forum: Short Attacks and Takeover Bids

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CorpGov
·6 min read
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Did outdated two-day settlement rules cause markets to freeze? Will regulators step in? Are we in for a bevy of hostile takeovers?

These are just some of the topics discussed in a riveting forum on events in recent weeks. A populist movement among individual investors forced star hedge fund manager Gabe Plotkin to seek a bailout after getting burned on a large short position in GameStop Corp. Fresh short attacks continue appear, with Clover Health Investments – a company backed by SPAC proselytizer Chamath Palihapitiya – the latest to find itself in crosshairs.

CorpGov invites you to watch a replay of Short Attacks and Takeover Bids.

To view the replay, please CLICK HERE .

The event, hosted in partnership with and Vinson & Elkins, ICR, Profile Advisors, Jefferies, and The Palm Beach Hedge Fund Association, also featured data from Sentieo.

Speakers included:

Topics included:

  • The future of short sellers in a Robinhood and Reddit world

  • Short squeezes and strains on trading systems

  • The decision to pursue takeover bids in the wake of COVID-19

  • Why are we seeing more activist funds initiate take-private bids?

  • What types of companies are most vulnerable to takeover bids or M&A activism campaigns?

  • What lessons can be learned from situations such as Senator/Cannae v. Core Logic?

  • What hurdles do activists funds or private equity firms face when pursuing a takeover bid?

  • What can companies do to insulate themselves from an unsolicited bid or campaign designed to “put them in play”?

  • The true value of real estate assets where occupancy is depressed

  • The outlook for public market valuations of real estate companies

Lawrence Elbaum – Mr. Elbaum is the co-head of V&E’s Shareholder Activism practice. He leverages more than a decade of experience as a securities attorney and business advisor to counsel senior management and boards of public companies with respect to shareholder activism campaigns and complex corporate governance matters. Mr. Elbaum is highly experienced in advising clients concerning proxy fights, merger contests, consent solicitations, “Withhold the Vote” or “Vote No” campaigns, precatory proposals and short attacks. He also counsels clients on strategic investor relations and shareholder activism-related litigation and investigations in the U.S. and abroad. Over the past five proxy seasons, Mr. Elbaum has successfully led scores of defense engagements across all market capitalizations and covering virtually every industry, including retail/wholesale, restaurant, hospitality, energy, mining, manufacturing, engineering, pharmaceutical and real estate/REITs. He also represents select investors in activism campaigns against public companies.

John Kupiec – Mr. Kupiec advises public companies, REITs, hedge funds, and private equity firms on mergers and acquisitions and other corporate matters, including cross-border transactions. John’s practice is multidisciplinary, focusing on difficult and unique situations that require critical thinking and practical solutions. Mr. Kupiec counsels both buyers and sellers on public and private acquisitions, unsolicited bids, divestitures, joint ventures, bankruptcy and distressed transactions, and other transactions spanning a variety of industry sectors. In addition, he represents financial sponsors on leveraged buyouts, growth equity investments, take-private transactions, platform investments, minority stakes, and portfolio companies.

Chris Young – Mr. Young joined Jefferies in 2018 as a Managing Director and Global Head of the Contested Situations Advisory Team. He is responsible for takeover defense, contested M&A transactions, shareholder activism and corporate governance matters. Prior to joining Jefferies, Mr. Young was a Managing Director and Head of the Takeover Defense Practice at Credit Suisse. Mr. Young joined Credit Suisse in June 2010 from Institutional Shareholder Services (ISS) where he was Director of M&A and Proxy Fight Research. Prior to ISS, Mr. Young was an investment banker at Bear Stearns, an M&A lawyer at Sullivan & Cromwell and a derivatives trader at Sumitomo Bank, all in New York. At ISS, Mr. Young advised institutional investors on hundreds of contested M&A transactions and shareholder activist campaigns, including hedge fund-led proxy fights for board seats at Heinz, CSX Corp., Target Corp., Motorola, Yahoo, H&R Block, Atos Origin, Tui, and Biogen, as well as hostile bids including Exelon for NRG, Agrium for CF Industries, CF Industries for Terra Industries, BASF for Engelhard, and contested M&A transactions including the aborted Cablevision buyout, Lilly-ICOS, Caremark-CVS-Express Scripts, the Clear Channel and TXU buyouts, Biomet, Lear, and Genentech. Mr. Young received a BS in foreign service from Georgetown University’s School of Foreign Service and a JD, magna cum laude, from Boston University School of Law. He is also a CFA charter holder.

Greg Marose – Mr. Marose is a trusted communications and media advisor to investment management firms, financial institutions, and public companies navigating crises and special situations. He develops strategies for corporate governance disputes and shareholder activism, capital raising, restructurings, transactions and complex litigation. He and his team have advised activist investors and companies in more than 20 contested situations over the past year. In 2020, he was recognized by Business Insider as a top financial public relations professional.

Phil Denning – Mr. Denning is head of ICR’s activist defense team and co-head of the firm’s special situations group. He is experienced in shaping investor expectations, interpreting performance, and communicating strategy. With over 20 years experience, Mr. Denning has advised a wide range of public companies and their boards on corporate communications, shareholder activist defense, transaction communications, crisis communications, and investor relations. Mr. Denning has also advised on over 100 public and private activist situations, including threatened proxy contests, contested proxy votes, withhold campaigns, activist letter campaigns, consent solicitations, short attacks and situations that settled privately, across a number of industries. He graduated from Fordham University with a BS in finance and received an MBA from Fordham Graduate School of Business.

Charles Gradante – Mr. Gradante joined Drexel Burnham Lambert in 1986 and spearheaded the firm’s efforts in Europe which led to his position as CEO of the failing Chelsea National Bank for which he engineered a turnaround and sale. He subsequently became a partner of the Hennessee Hedge Fund Advisory Group, then a part of E.F. Hutton and later spun off as a wholly-owned private company (Hennessee Group LLC), where he co-founded the Hennessee Hedge Fund Index providing hedge fund research to clients. The Hennessee Group LLC managed $1.6 billion. Not long afterwards, in the wake of the collapse of Long-Term Capital Management, Mr. Gradante repudiated public perception of the hedge fund industry as “ruthless risk takers threatening the stability of capital markets” when he testified before the House and the Senate in 1998 and again in 2004. He continues to manage money today in a private fund.

Michael W. Robinson – Mr. Robinson was a senior staff member at the SEC, FINRA, NASDAQ, The White House, Department of Justice, and held in-house senior roles at several Fortune 100 companies and global consultancies, as well as in the Business Section of The New York Times. He is the Founder and CEO of The Montgomery Strategies Group, a full-service strategic communications firm with broad expertise in crisis and financial communications, public affairs and regulatory advocacy, and reputation management.

Contact:

John Jannarone, Editor-in-Chief

www.CorpGov.com

Editor@CorpGov.com

Twitter: @CorpGovernor