Our Experience

We have advised inscores of complex crises.

Spotlight and its principals have advised in more than 200 publicly disclosed activist situations, including in M&A activism and proxy fights — in the United States, Australia, Canada, the United Kingdom, Israel, Japan, Spain, Switzerland and Turkey.

Proxy Contests & Contested Votes

No professional advisory firm has advised in more threatened and actual proxy contests in the United States than Spotlight Advisors. Since 2016, we have advised in more than 200 situations involving shareholder activists seeking changes to public company boards and have served as advisors in more than one-fifth of all U.S. proxy fights that went to a final vote. Our clients have achieved unusual success in these election contests, measured by director seats won and retained at the ballot box. In addition to proxy fights, we have advised on a wide range of other contested voting situations, including campaigns to remove directors, adopt shareholder resolutions, and modify corporate bylaws.

Example matters

01Advising a Board in defense of a proxy fight at a consumer technology company, including recruiting new directors and modifying capital allocation priorities, leading to winning the proxy contest overwhelmingly at the ballot box.
02Advising 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.
03Advising the Board of a real estate company facing a large mutual fund investor seeking a sale of the business; helped successfully defend the Board in two proxy fights by explaining to the broader shareholder base why the activist had a different agenda and set of incentives.
04Assisting a founder-led public technology company win a proxy contest from a well-known activist firm by enhancing the description of strategy, providing shareholders with critical information about the alternative candidates and engaging in extensive settlement negotiations.
05Helping to discourage a threatened proxy contest by improving company disclosures and corporate governance, leading the activist firm to back down.
06Advising a company that was the product of a de-SPAC transaction in a threatened proxy fight brought by the founder of the operating business — taking various investigative and litigation actions that led the founder to step away from the fight.
07Helping 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.

Unsolicited Buyout Proposals & Contested M&A

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 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.

Example matters

01Helping 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.
02Assisting a large defense contractor respond to an unsolicited proposal from a private equity firm 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.
03Helping a chemical company respond to an unsolicited proposal from one activist investor while responding to a second activist that was seeking Board seats.
04Working 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.
05Helping two companies that had announced a merger-of-equals transaction strongly opposed by large shareholders; the deal was ultimately completed as announced.
06Assisting 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.

Shareholder Engagement

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 clients strengthen relationships with shareholders by advising how to communicate clearly and listen attentively, and how best to incorporate feedback.

Example matters

01Helping a consumer products company communicate with its large and diffuse retail shareholder base, maximizing voter turnout and securing support for a proposal to increase authorized shares to facilitate an important transaction.
02Working 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 responsive changes to compensation practices, resulting in widespread shareholder support at the next annual meetings.
03Working with a specialty retailer to amend its bylaws to provide for new shareholder rights while updating advance notice requirements for director nominations and shareholder proposals.
04Advising a logistics company on proxy statement disclosure, compensation changes and investor outreach prior to amending the Company's equity plan, leading to favorable recommendations from the major proxy advisory firms and overwhelming shareholder support.
05Helping a staffing company that had recently appointed a new CEO and held its first investor day develop a governance-focused shareholder engagement program, drafting investor-facing materials and preparing the Board and management team for discussions with institutional investor stewardship groups.

Executive & Strategy Changes and Short Attacks

Spotlight Advisors helps its corporate clients address unexpected developments and crises with confidence. We assist 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

01Helping a logistics company manage the unexpected departure of its CEO and the associated leadership transition, creating messaging that emphasized continuity and stability.
02Working with the Board of a communications firm that terminated its CEO after an investigation into alleged wrongdoing, helping to ensure the Board was diligent, objective and transparent with shareholders, customers and employees.
03Helping a natural resources company effectively communicate to shareholders and other stakeholders after an environmental incident resulted in certain shareholders challenging leadership and Board oversight.
04Working 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, optimized organization.
05Advising a manufacturing company facing allegations of improper accounting from a short seller — ensuring a proper investigation, providing transparency to shareholders and emphasizing management's disciplined approach to record keeping for regulators.
06Assisting a financial technology firm with the unexpected departure of its CFO during a time of meaningful performance troubles and a sizeable activist position in the stock.