Patrick Gadson is the Co-Head of Vinson & Elkins’ Shareholder Activism practice, which advises public companies in competitive proxy solicitations, strategic investor relations, and corporate governance. We address the evolving dynamics of shareholder activism, the impact of universal proxy rules, and ESG activism (separating E vs S campaigns, as in Exxon and Starbucks). We also talk about differences in activist campaigns in large, mid, and small caps, and how boards should prepare for them. In addition, we address the role of institutional investors and proxy advisors in contested situations. If you like this show, please consider subscribing, leaving a review, or sharing this podcast on social media. You can also contribute as a Patron on the link patreon.com/BoardroomGovernancePod or you can subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com This podcast is sponsored by the American College of Governance Counsel.
(0:00) Intro.
(1:23) About the podcast sponsor: The American College of Governance Counsel.
(2:10) Start of interview.
(2:40) Patrick's "origin story."
(3:41) His time at Skadden and Olshan Frome Wolosky (leading shareholder activism legal practice).
(4:38) Joining Vinson & Elkins to co-build shareholder activism practice.
(6:40) Distinguishing between large, mid, and small cap activism.
(10:14) Reference to Lazard's 2023 Annual Review of Activism and Patrick's 2024 trends to watch out in activism.
(13:39) On ESG activism, and the impact of Exxon Mobil case ("[I]t was more of a capital allocation campaign, rather than ESG"). Distinguishing the Starbucks ESG campaign (targeting Starbucks' labor relations).
(18:29) Separating E, S, and G activist campaigns. "The 'S' is inherently political"
(20:29) On the evolution of Universal Proxy Rules for director elections.
(27:06) On the "lifecycle of a campaign" (activists' letters, withdrawals, settlements, proxy fights, etc.)
(31:36) The impact of institutional investors and proxy advisors (ISS and Glass Lewis) in shareholder activism. *Reference to the Problem of Twelve episode with HLS Prof John Coates.
(37:50) The importance of shareholder engagement (with large institutional investors and proxy advisors).
(40:55) On company or board preparedness for activist campaigns.
(44:45) Books that have greatly influenced his life:
(47:53) His mentors.
(49:00) Quotes that he thinks of often or lives her life by.
(49:55) An unusual habit or absurd thing that he loves.
(50:35) The living person he most admires.
Patrick Gadson is the Co-Head of Vinson & Elkins’ Shareholder Activism practice, which advises public companies in competitive proxy solicitations, strategic investor relations, and corporate governance.