Closed-End Fund Activism

Stradley Ronon has a wealth of experience in all facets of defense against closed-end fund (CEF) activist and dissident investors. This experience is borne from our near century of advising some of the most prominent listed CEF complexes in the United States, while also providing legal advice to their investment advisers, sponsors and independent directors.

We guide CEFs across the full spectrum of engagement with activist and dissident investors, including the implementation of creative strategies to manage fund discounts to net asset value to minimize activism. We are also well-versed in managing proxy contests, negotiating standstill agreements, and representing our clients in related litigation.

Our Services

Stradley Ronon assists with the full range of legal issues throughout a CEF’s potential interactions with activists, from assisting with strategies to manage the discount to deter activists, to negotiation and engagement with activists, to full-fledged proxy fights.

Addressing Market Price Discounts

Assisting CEFs in developing managed distribution plans, periodic tender offers, U.S. Securities and Exchange Commission (SEC) exemptive applications for periodic capital gains distributions, and other creative measures designed to address persistent market price discounts to net asset value.

Proxy Campaign Planning

Defending CEFs in proxy fights, including formulating action plans for related timing and strategy. Engaging with institutional shareholders, proxy solicitors and other parties to manage proxy campaigns.

No-Action Relief

Drafting SEC no-action letters to exclude shareholder proposals from CEF proxy statements.

Fund Disclosure

Preparing proxy statements and fight letters and other shareholder solicitation materials to engage with institutional and retail shareholders.

Litigation

Engaging in and defending against litigation with activist investors.

Negotiations with Activists

Managing negotiations with activist investors and preparing related standstill agreements and regulatory documents in connection with tender offers, mergers or other transactions negotiated with activist investors.