Shareholder
Engagement andActivism
Skadden is dedicated to representing companies and their boards ofdirectors in navigating the complexities of shareholder engagement
and activism matters. The firm’s recognition as a leader in shareholder
activism defense is built on decades of experience and an in-depth
understanding of activists and their strategies. Our attorneys’ extensive
knowledge of the most formidable activists and their methods is as
critical during the legal defense stage as in advance planning.

The firm’s clients often confront increasingly sophisticated andinfluential shareholder activist tactics, such as in proxy battles,publicity campaigns and settlement negotiations. We assemble
integrated, multidisciplinary teams — including attorneys from ourM&A, capital markets, corporate governance, SEC reporting andenforcement, and litigation practices — to help companies, theirboards and financial advisors address the full spectrum of shareholder engagement and activism issues.

We understand that the activist playbook is constantly evolving
and that successful planning and engagement require the ability todevelop a tailored approach to each individual activist and specificcampaign. Our firm helps clients recognize the unique circumstances that may influence an activist’s demands, including issues
not strictly governed by securities laws. This proactive approach canboth reduce the risk of an activist campaign and better position aclient if an activist surfaces.

Skadden’s practical experience — knowing the “lore” and not justthe law — is key to helping clients prepare for and respond toactivist shareholders advocating for strategic, financial or structuralchanges.

Negotiated SettlementsWe have handled numerous significant shareholder activism matters
involving high-profile companies across a broad spectrum ofindustries and jurisdictions, including responses to some of the mostactive activist investors in the market, such as Elliott Management,
Carl Icahn, Corvex Management, JANA Partners, Pershing Square
Capital Management, Sachem Head Capital Management, Starboard
Value, Third Point, Trian Partners and ValueAct Capital.
Advance Planning and Shareholder Engagement

Our attorneys assist companies and their management in preparing
for activism challenges through advance planning and ongoingshareholder engagement. This includes developing outreach initiatives and related communications aimed at shareholders to engendercloser relationships and increase collaboration, and forming teams
of internal personnel and outside professionals devoted to comprehending and planning for activism issues before they arise.

When an activist appears, we work side by side with our clients toexamine all viable strategies for engagement and help them evaluate
the strategic options and alternatives — including activists’ proposals — that may lead to a negotiated settlement.
Proxy Fights

Skadden has a long, successful history at the forefront of contested
proxy solicitations and takeovers, and we continue to represent principals in many of the world’s most notable corporate battles when acontest with an activist is unavoidable.
If a settlement is unfeasible, we rapidly assemble a focused, integrated and efficient team to respond to threats and, if necessary, go
to court. Skadden’s Delaware litigation practice is rooted in takeover
battles and related deal litigation that has shaped case law still guiding corporate control contests today. Similarly, the members of ourSEC reporting practice have extensive experience dealing with staffof the SEC that oversee the regulation of all proxy contests. Our
deep knowledge has helped numerous clients prevail in these criticalsituations.

Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates

Shareholder Engagement and Activism
Continued

Recognition

Skadden has been repeatedly recognized as:- A top legal adviser to companies facing shareholder activists(Bloomberg Activism League Tables)- A leading firm for Shareholder Activism: Advice to Boards (TheLegal 500 United States)- A tier-one firm for Corporate/M&A: Takeover Defense (ChambersUSA)- A leading firm for Corporate Governance (The Legal 500 London)
In addition, two of our partners were among only 13 lawyers
identified by Business Insider in 2022 as those “on speed-dial whencompanies and activist investors fight for boardroom control.”“Skadden’s depth and breadth is unparalleled.”— Takeover defense client, Chambers USA 2024

2 Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates