Over 70 members and guests registered for this lively session which began with an overview by Kai Liekefett on the current activism landscape, including the forms (social, governance and economic) and how the landscape has evolved over the years. The expert panel worked through a case study noting the various stages of a campaign, including a proxy contest. A discussion on how to minimize the threat of activist shareholders targeting the company, including how to deal with them once they are in the board room, will conclude the program. The extended 30 minute Q & A was very active.
Facilitator Kai Liekefett is a partner with Sidley Austin, LLP in the New York M&A group and leads the shareholder activism practice. He has more than 15 years of experience in corporate law in New York, Houston, London, Germany, Hong Kong and Tokyo. Kai focuses his practice on advising companies on proxy contests, withhold-the-vote and other shareholder activism campaigns. Kai was recognized in the 2017 edition of Chambers USA as one of only six leading attorneys for Corporate/M&A: Takeover Defense. In the last two years alone, Kai has been involved in more than 20 proxy contests, more than any other defense attorney in the country. Prior to joining Sidley he was the head of Vinson & Elkins Shareholder Activism Response Team. Kai holds a Ph.D. (magna cum laude) from Freiburg University, an Executive MBA (summa cum laude) from MÃ¼nster Business School, and an LL.M. (James Kent Scholar) from Columbia Law School. He obtained his J.D. equivalent in Germany.
Panelist Charlie Koons is Managing Director of the Activism & Contested Situations Advisory Group at Morrow Sodali. Charlie has over 20 years of experience as a trusted advisor in proxy contests and M&A to both corporate issuers as well as shareholders, most recently as Managing Director of MacKenzie Partners. Some of the most notable situations in which he has served are Whole Foods/Amazon, Williams Companies/Energy Transfer, Westlake/Axiall, Trian/DuPont, Forest Labs/Icahn, Hess/Elliott, Canadian Pacific/Pershing Square, Third Point/Yahoo!, Target/Pershing Square, AOL/Starboard, and Shamrock/Disney. Charlie holds a B.A. from Vanderbilt University.
Panelist Alfredo Porretti joined Morgan Stanley in 2016 and is a Vice President in the Shareholder Activism and Corporate Defense Group (New York), representing issuers only, which was ranked No. 1 activist defense financial advisor by Thomson Reuters in 2016 and 1H 2017. Mr. Porretti has been part of the team advising ADP, Arconic, Bristol-Myers Squibb, CDK, Chipotle, Cognizant, Cypress Semiconductor, GM, Infoblox, NRG Energy, Panasonic/Panahome, Procter & Gamble, Qlik, TICC and Williams.
Previously, Mr. Porretti worked at Lazard in the Financial Institutions and Corporate Preparedness Groups (New York) since 2011 advising numerous companies across a range of industries and geographies in matters involving shareholder activism. In addition, Mr. Porretti focused on contested situations and complex M&A transactions. Among other matters, Mr. Porretti advised American Express on the creation of its Global Business Travel Joint Venture, LNR on its sale to Starwood Capital and Burger King on its acquisition of Tim Hortons.
Prior to joining Lazard, Mr. Porretti was an attorney at Simpson Thacher & Bartlett LLP’s Mergers & Acquisitions Group for over four years. At Simpson Thacher, Mr. Porretti advised on a number of significant transactions, including PepsiCo’s acquisitions of The Pepsi Bottling Group and PepsiAmericas, the merger of Express Scripts and Medco, United Technologies’ acquisition of Goodrich, Caterpillar’s acquisition of Bucyrus International, Vestar Capital Partners’ acquisition of Press Ganey and Quadrangle’s acquisition of Greenfield Online.
Mr. Porretti began his career at Cleary Gottlieb Steen & Hamilton LLP, following graduation from Harvard Law School. He currently serves on the Executive Committee of the Harvard Law School Association and on the Board of the Harvard Law School Association of New York.
University of Milan, J.D., summa cum laude, College of Europe – Bruges, L.L.M, magna cum laude, and Harvard Law School, L.L.M
Panelist Chris Hodges is the CEO & Founder of the Alpha IR Group, a holistic Investor Relations consulting firm with offices in Chicago, New York and Boston. Chris has been a strategic IR consultant for over two decades, counseling over 450 clients across all industries through IPOs, activist/short attacks, M&A engagements, proxy crises, analyst/investor days, and more. He is a recognized thought leader in the IR industry having recently presented at the National Directors Institute (NDI), National Association of Corporate Directors (NACD), and numerous NIRI events across the country. Prior to founding Alpha IR Group, Chris co-founded Ashton Partners, another IR firm that grew from three consultants to more than 65, before it was sold to FTI Consulting.