Patrick Gadson: Shareholder Activism in 2024 and its Evolving Dynamics.

Boardroom Governance with Evan Epstein

(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:

1. If I Die in a Combat Zone by Tim O'Brien (1973)
2. Thinking Fast and Slow by Daniel Kahneman (2011)
3. David and Goliath by Malcolm Gladwell (2013)
4. On Shareholder Activism:
   1. DisneyWar by James B. Steward (2005)
   2. Railroader by Hunter Harrison (2018)
   3. The Splendid and the Vile (Saga of Churchill) by Erik Larson (2020)

(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.

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/

Substack: https://evanepstein.substack.com/

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Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License