Alexander J. Vargas

Alexander Vargas has extensive experience counseling on a full range of shareholder engagement, corporate preparedness and activism matters, including preparing for — and responding to — proxy contests, shareholder proposals and related settlements, withhold campaigns, and consent solicitations. In addition, Mr. Vargas has advised clients on corporate governance matters, including the preparation and implementation of “break glass” plans in the context of an activist investor surfacing, designing and implementing shareholder rights plans; takeover preparedness; reviewing and amending organizational documents and governance profiles; and SEC compliance. He also has advised companies on various public and private M&A transactions.

While many matters remain private, past representative engagements include:

• Adverum Biotechnologies in its successful defense of a proxy contest brought by The Sonic Fund II, L.P.
• Aurinia Pharmaceuticals Inc. in its settlement with affiliates of activist investor MKT Capital
• Anaplan in responding to two activist shareholders and its $10 billion sale to Thoma Bravo
• Argo Group International Holdings, Ltd. in its successful defense of a proxy contest brought by Capital Returns Master, Ltd.
• Bottomline Technologies, Inc. in its settlement with affiliates of activist investors Sachem Head Capital Management LP and Clearfield Capital Management LP
• Catalent, Inc. in its settlement with affiliates of activist investor Elliott Investment Management and its pending $16.5 billion merger with an affiliate of Novo Holdings S/A
• Centene Corporation in its settlement with affiliates of activist investor Politan Capital Management
• Citi in its acquisition of Deutsche Bank’s Mexico license
• Delek US Holdings, Inc. in its response to the proxy contest by CVR Energy, a Carl Icahn-controlled company, resulting in a share repurchase agreement
• FedEx Corporation in its settlement with activist shareholder D.E. Shaw
• Janus Henderson Group plc in response to Trian’s acquisition of a significant stake and appointment of two Trian representatives to its board
• LL Flooring Holdings, Inc. in its response to multiple activists, proxy contest and asset purchase agreement to F9
• ON24, Inc. in its settlement with affiliates of activist investor Elliott Investment Management Indaba Capital Management, LP
• PayPal, Inc. in a series of business actions to enhance stockholder value, including a share repurchase authorization plan and an information sharing agreement with activist investor Elliott Management Corp.
• Semtech Corporation in connection with its activism defense and settlement with Lion Point
• Seven & i in its successful defense of a proxy contest brought by ValueAct Capital
• Sierra Wireless, Inc. in its settlement with activist shareholder Lion Point Capital
• United Natural Foods, Inc. in its settlement with affiliates of activist investor JCP Investment Management, LLC enforcement