Episode Overview:
In this episode of The World According to Boyar, Jonathan Boyar speaks with Lina Tetelbaum, a corporate partner at Wachtell Lipton, one of the world’s most influential corporate law firms, where she heads the firm’s shareholder engagement and activism defense practice.
Lina takes us inside the world of shareholder activism — how activists choose targets, the small universe of ideas they typically push, how companies and boards respond, and why so many activist campaigns ultimately end in settlements rather than full proxy fights.
We discuss the tension between the changes activists typically call for and long-term business strategy, the role of index funds and proxy advisors, how activists build positions, what really happens behind the scenes in settlement negotiations, and why even controlled companies are not completely immune from activist pressure.
Lina also shares her perspective on Wachtell Lipton’s history in takeover defense and activism, from the era of the poison pill to today’s more complex battles between boards, activists, institutional investors, and other stakeholders.
Topics discussed include: shareholder activism, proxy fights, activist settlements, board governance, index funds, ISS and Glass Lewis, activist nominees, controlled companies, capital allocation, M&A, and long-term value creation.
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About Lina Tetelbaum:
Elina (Lina) Tetelbaum is a Corporate Partner and Head of Shareholder Engagement and Activism Defense at Wachtell, Lipton, Rosen & Katz. Lina regularly counsels on proxy fights, takeover defense, corporate governance, crisis management and mergers and acquisitions. Lina has been named a Dealmaker of the Year by The American Lawyer, one of The Deal’s Top Women in Dealmaking, a Power Player in Shareholder Activism by Financier Worldwide, a Leading Partner in Shareholder Activism by Legal500, a Law360 Rising Star for M&A, and one of the 500 Leading Dealmakers in America by Lawdragon, among other honors.
Lina has advised companies in numerous industries navigating activist situations across an array of established and new activists, including Phillips 66 in its response to three years of activism from Elliott Management and first-ever contested vote by Elliott in the United States, United States Steel Corporation in its successful defense against a proxy contest by Ancora, The J.M. Smucker Co. in its response to activism by Elliott Management, Hexcel Corporation in response to activism by Vision One, Macy’s, Inc. in its response to activism and unsolicited takeover proposals, Match Group in its response to activism by Elliott Management and later Anson Funds, and numerous REITs in their response to activism by Land & Buildings. Lina has extensive expertise advising companies in response to unsolicited takeover offers, including National Instruments in its $8.2 billion acquisition by Emerson following its unsolicited offer, and Kansas City Southern in its unsolicited transaction with Canadian National Railway and $31 billion acquisition by Canadian Pacific Railway. Lina has also advised public and private companies in a wide range of industries in mergers and acquisitions, including The Free Press in its acquisition by Paramount, Allergan in its $83 billion acquisition by AbbVie, PDC Energy in its $7.6 billion acquisition by Chevron and successful proxy fight defense against Kimmeridge, Barnes Group in its $3.6 billion acquisition by Apollo Global Management, and Masonite International in its $3.9 billion sale to Owens Corning.
Lina is the President of the Stuyvesant High School Alumni Association, an Advisory Board Member of the Harvard Law School Program on Corporate Governance, the John L. Weinberg Center for Corporate Governance at the University of Delaware, and the Yale Law School Center for the Study of Corporate law. She frequently lectures, presents and publishes on corporate governance and M&A at law schools and corporate governance conferences around the world. Lina received an A.B. magna cum laude in Economics from Harvard University and completed a J.D. from Yale Law School, where she served as editor-in-chief of the Yale Journal on Regulation and editor of the Yale Law Journal. After law school, Lina served as a law clerk to the Chief Judge of the U.S. Court of Appeals for the Ninth Circuit.
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