Meagan Reda

Practice Areas

• Shareholder Activism Practice

• Corporate/Securities Law

Career

Sought after for her skill and creativity, Meagan Reda works strategically and tirelessly to give her clients every possible advantage in their campaigns. She represents some of the most prolific investors in all aspects of their activist investments.

Meagan provides comprehensive counsel to hedge funds and other investors on all matters concerning shareholder activism and their investments, including corporate governance, investor engagements, proxy contests, withhold and letter-writing campaigns, consent and exempt solicitations, settlement negotiations, hostile takeovers, and other activist-related M&A activities. She conducts pre- and post-investment governance research and analysis, prepares nomination and shareholder proposal notices, required SEC filings such as Schedule 13Ds, and related campaign materials, and handles behind-the-scenes engagement and negotiations with company boards, management and their advisers through campaign completion and post-campaign integration. She also advises directors in boardroom disputes at both private and public companies.

Skilled at identifying opportunities for, and vulnerabilities to, effectuating change at corporations (both domestic and worldwide), Meagan excels at developing a roadmap tailored to achieve her clients’ specific goals and optimize results in contested proxy solicitation and negotiated resolutions. She has achieved winning results for some of the most notable activist investors in high-profile contentious situations. She represented Starboard Value at Papa John’s, eHealth, and Yahoo! and in Starboard Value’s historic victory securing all 12 board seats at Darden Restaurants. Meagan has an impressive track record representing clients in precedent-setting proxy campaigns including H. Partners in its seminal withhold campaign at Tempur Sealy and Land & Buildings’ victory in the first proxy contest to go to a vote under the SEC’s universal proxy card regime.

Dedicated, responsive, knowledgeable, and practical, Meagan goes above and beyond expectations to position her clients for success. Having worked on hundreds of activist campaigns, she knows the legal landscape, strategic considerations, and how best to achieve success. Meagan’s professionalism and diplomacy have helped her navigate particularly difficult situations and achieve resolutions that reflect her clients’ goals.

Meagan has been recognized as an “Up and Coming” lawyer by Chambers USA, a “Recommended Lawyer” and a “Key Lawyer” in The Legal 500 United States guide for M&A/Corporate and Commercial: Shareholder Activism - Advice to Shareholders, and as a “Next Generation Lawyer.”

Personal

• Recognized as an “Up And Coming” lawyer by Chambers USA, 2021-2023

• Recognized as a “Key Lawyer” in The Legal 500 United States guide in M&A/Corporate and Commercial: Shareholder Activism - advice to shareholders, 2022

• Recognized as a “Recommended Lawyer” in The Legal 500 United States guide in M&A/Corporate and Commercial: Shareholder Activism - advice to shareholders, 2020 and 2021

• Recognized as a “Next Generation Lawyer” in The Legal 500 United States guide in M&A/Corporate and Commercial: Shareholder Activism - advice to shareholders, 2019

• Consistently named a “Rising Star” by New York Metro Super Lawyers since 2019

Expert in these Jurisdictions

New York

Experience

Represented Starboard Value in its successful and historic 2014 proxy contest at Darden Restaurants for all 12 board seats, representing a precedent-setting clean sweep of the boardroom at a contested annual meeting.

Represented H Partners in its successful and unprecedented withhold campaign victory against Tempur Sealy in 2015, resulting in the forced resignations of two directors, including the CEO and chair, and negotiating a settlement for board seats and representation on the CEO search committee.

Represented Land & Buildings in the first contested proxy contest under the SEC’s new universal proxy card rules, securing a seminal victory for one board seat at Apartment Investment & Management Co.’s 2022 annual meeting.

Represented Starboard Value in its successful proxy contest at GCP Applied Technologies for eight board seats at the 2020 annual meeting after having successfully negotiated a settlement for two seats on the GCP board in 2019.

Negotiated dozens of settlement agreements for Starboard Value over the past several years resulting in substantial board representation and related governance improvements at numerous public companies, including Bloomin’ Brands, Alight, Algonquin Power & Utilities Corp., Rogers Corporation, Humana, Mercury Systems, LivePerson, Yahoo!, Papa John’s, eHealth, GCP Applied Technologies, Corteva, Acacia Research Corporation, AECOM, Box, Mednax, Merit Medical Systems, Cerner Corp., Magellan Health, Perrigo Company, comScore, ACI Worldwide, Symantec, Commvault Systems and Marvell Technology Group, among others.

Advised Velan Capital and Altiva Management in their successful 2019 consent solicitation at Progenics Pharmaceuticals resulting in the election of their five nominees to the board and the removal of three Progenics directors, including the CEO.

Negotiated an eleventh-hour settlement agreement for client Outerbridge Capital with respect to its 2021 proxy contest at Comtech Telecommunications, securing two board seats just one day before the annual meeting.

Represented the Stilwell Group in securing an order directing Silvergate Capital to hold its annual meeting in 2024, representing the first court ruling enforcing provisions in the Maryland Corporations Code requiring corporations to hold annual meetings.

Represented Land & Buildings in reaching a settlement agreement with Ventas in 2024 for board seats following years of pressuring the company for change.

Represented Murchinson in the Second Circuit’s 2024 affirmed dismissal of complaint filed by Israeli-based Nano Dimension alleging undisclosed group formation, offering important guidance on Section 13(d).

Represented the Stilwell Group in obtaining Board representation at Ottawa Bancorp in 2024.

Negotiated the renewal of Outerbridge Capital Management’s cooperation agreement with Barnes & Noble Education, pursuant to which Outerbridge’s CIO was nominated for election at the 2022 annual meeting and the roles of chairman and CEO were separated.

Represented Steve Urvan, the largest single shareholder of Ammo, Inc., in negotiating a contentious 2022 settlement agreement for two additional board seats, the formation of a CEO-succession committee and the suspension of the company’s previously announced spin-off.

Represented Land & Buildings with respect to its offer to acquire LXP Industrial Trust and its proxy contest for board seats at LXP in 2022.

Represented WaterMill Asset Management with respect to its successful 2021 consent solicitation for two board seats at ZIOPHARM Oncology.

Represented Land & Buildings in its 2020 special meeting solicitation at Apartment Investment and Management Company to vote on the proposed spin-off that Land & Buildings viewed as value-destructive, which was successfully supported by shareholders prior to the spin.

Represented Land & Buildings with respect to its 2020 proxy contest for board seats at American Homes 4 Rent and its 2019 proxy contest at Brookdale Senior Living..

Advised the Stilwell Group regarding its successful 2019 proxy contest at Wheeler Real Estate Investment Trust for three board seats, following Stilwell’s repeated efforts to effectuate change at the REIT.

Negotiated a successful settlement agreement for one board seat in 2019 for client Horton Fund at Safeguard Scientifics following a heated campaign.

Represented Land & Buildings in its successful 2018 proxy contest at Taubman Centers resulting in the election of Land & Buildings’ founder Jonathan Litt, following years of agitating for change and overcoming the significant hurdles imposed by the dual-class share structure giving the Taubman family’s effective control of the company.

Represented the Stilwell Group in connection with its successful push for a sale at numerous banks through the assertion of shareholder rights, including, among others, Brunswick Bancorp (sold in 2022), HopFed Bancorp (sold in 2019), Alcentra Capital (sold in 2019), Anchor Bancorp (sold in 2018), and Harvard Illinois Bancorp (sold in 2016).

Advised Sidus Investment Management in reaching a negotiated settlement with Harte Hanks in 2017 for two board seats.

Represented Harvest Capital in reaching a settlement agreement with The Meet Group for the appointment of two new directors in 2017.

Represented Alden Global in reaching an agreement with Fred’s for two board seats in 2017.

Represented Starboard Value in negotiating successful settlement agreements for board change in 2017 at each of Perrigo Company (five board seats) and comScore (five board seats).

Represented Harvest Capital in seeking immediate leadership and board changes at Green Dot Corp. in 2016, navigating complex banking regulations and culminating in a 2017 advisory arrangement with Harvest Capital’s Jeff Osher serving as an observer and advisor to the board.

Advised the Stilwell Group in securing a settlement agreement in 2016 for a board seat at Anchor Bancorp.

Represented Engaged Capital with respect to its successful proxy contest at Benchmark Electronics in 2016, resulting in two engaged nominees being elected to the board.

Advised TCS Capital on its successful agreement with Angie’s List for two new board seats in 2016 following TCS Capital’s push for a review of strategic alternatives.

Represented Engaged Capital in reaching an agreement with HeartWare International in 2016 following HeartWare’s termination of its proposed acquisition of Valtech Cardio.