We have been involved in
scores of critical situations


There are no professional advisory firms, or professionals, that have served as advisors in more threatened and actual proxy fights in the United States than Spotlight Advisors. We have provided advice in more than 150 situations involving shareholder activists seeking changes in the composition of public company boards and have served as advisors in more than one-fourth of all proxy fights that went to a final vote in the United States since 2016. Our clients have been unusually successful in those election contests, measured by the number of director seats won and lost at the ballot box. And, more generally, we have helped our clients successfully minimize disruption to the business while engaging constructively with shareholders. We have also advised in other contested voting situations, such as campaigns to remove directors, adopt shareholder resolutions, and modify bylaws.

Example matters include:

Advising a Board in defense of proxy fight at consumer technology company, including recruiting new directors and modifying capital allocation priorities, leading to winning the proxy contest overwhelmingly at the ballot box

Advising a company with two businesses and poor stock price performance in a proxy contest with a large and experienced activist investor; the Board reelected all of its members by providing a detailed description of its strategy and reform measures

Advising the Board of a real estate company with a large mutual fund investor seeking a sale of the business to provide the fund liquidity; helped successfully defend the Board in two proxy fights by helping to explain to the broader shareholder base why the activist had a different agenda and set of incentives

Assisting a founder-led public technology company win a proxy contest from a well-known activist firm by enhancing the description of the Company’s strategy, providing shareholders with critical information about the alternative candidates and engaging in extensive settlement negotiations

Helping to discourage a threatened proxy contest by improving company disclosures and corporate governance, leading the activist firm to back down

Advising a company that was the product of a de-SPAC transaction in a threatened proxy fight brought by the founder of the operating business to take various investigative and litigation actions that led the founder to step away from the fight

Helping a company overwhelmingly win an accelerated proxy fight against a founder / former CEO who had committed fraud and was trying to regain control of the company


Spotlight Advisors has provided advice in dozens of complex M&A related situations, including unsolicited bids, bear hug letters and management buyouts. Our multi-disciplinary expertise is valuable to Special Committees and Boards looking for objective advice on how best to analyze these proposed transactions and ensure decisions are made in the interests of all shareholders. We also advise in M&A transactions that face controversy or are contested by shareholders. In many such situations, our clients have successfully addressed deal criticisms and garnered the support of shareholders.

Example matters include:

Helping a media company respond to an opportunistic, low-valued unsolicited offer from a large investor, by adopting a Shareholder Rights Plan, conducting strategic litigation and winning a proxy contest for board seats

Assisting a large defense contractor respond to an unsolicited proposal from a private equity firm that had partnered with an aggressive activist hedge fund, including adopting a Shareholder Rights Plan and preparing for a proxy contest while the company negotiated a significantly higher buyout proposal

Helping a chemical company respond to an unsolicited proposal from one activist investor while responding to a second activist that was seeking Board seats

Working on behalf of a Special Committee of the Board in responding to a buyout proposal from a sitting director who was also a large shareholder

Helping two companies that had announced a merger-of-equals transaction that was strongly opposed by large shareholders and that led to a significant decline in the stock prices of both companies; the deal was ultimately completed as announced

Assisting the Special Committee of a Board after it announced a sale of the Company to a related party and faced strong shareholder opposition; the deal was completed


Spotlight Advisors assists its corporate clients in engaging with investors–small and large, active and passive – to ensure shareholders have a clear picture of the company’s strategy, business configuration and governance. We help our clients strengthen their relationships with shareholders by advising how to communicate clearly and listen attentively. When appropriate, we advise our clients on how best to incorporate feedback into their ESG strategy and executive compensation plans to help ensure optimal practices and successful annual shareholder meetings.

Example matters include:

Helping a consumer products company communicate with its large and diffuse shareholder base comprised almost entirely of retail investors, maximizing voter turnout and securing support for a proposal to increase the number of authorized shares in order to facilitate important transaction

Working with a financial technology company to address a low Say-on-Pay vote by developing a targeted investor outreach program and advising the Board on shareholder engagement and responsive changes to compensation practices, resulting in widespread shareholder support at the next annual meetings

Working with a specialty retailer to amend its bylaws to provide for new shareholder rights while also enhancing protection by updating advance notice requirements for director nominations and shareholder proposals in the Company’s Bylaws

Advising a logistics company on proxy statement disclosure, compensation changes and investor outreach prior to making a proposal to amend the Company’s equity plan, which led to favorable recommendations from the major proxy advisory firms and overwhelming support from shareholders at the Company’s annual meeting

Helping a staffing company that had recently appointed a new CEO and held its first investor day develop a governance-focused shareholder engagement program to complement its ordinary course investor relations efforts, drafting investor-facing materials and preparing the Board and management team for discussions with institutional investor stewardship groups


Spotlight Advisors helps its corporate clients address unexpected developments and crises with confidence. Spotlight assists with ensuring the company implements proper processes, performs critical analyses with objectivity and integrity and communicates clearly with all of its important stakeholders.

Example matters include:

Helping a logistics company manage the unexpected departure of its CEO and the associated leadership transition, creating messaging that emphasized continuity and stability to reassure the Company’s business unit leaders so they remained motivated and focused on executing the Company’s new strategic plan

Working with the Board of a communications firm that terminated its CEO after an investigation into alleged wrongdoing and helping to ensure the Board was diligent and objective and transparent with shareholders, customers and employees

Helping a natural resources company effectively communicate to shareholders and other stakeholders after an environmental incident resulted in certain shareholders challenging leadership and Board oversight

Working with a consumer products company to manage a leadership team restructuring as part of a larger corporate transformation from growth-focused start-up to an efficient and optimized organization, developing internal and external communications to minimize disruption within the Company and articulate the benefits of the repositioning to investors

Advising a manufacturing company as it faced allegations of improper accounting and other impropriety from a short seller ensuring a proper investigation was conducted, providing transparency to shareholders, and emphasizing management’s disciplined approach to record keeping for regulators

Assisting a financial technology firm with the unexpected departure of its CFO during a time when the business had meaningful performance troubles and an activist investor had taken a sizeable position in the stock