Sean W. Brownridge is chair of Cooley’s activism defense group and a nationally recognized activism practitioner. He is a trusted advisor to boards of directors and management teams, with a principal focus on shareholder activism preparedness and defense, investor engagement, crisis management, complex corporate governance matters, and contested M&A. Sean has advised on some of the most high-profile and significant matters in the activism space, including the largest director election proxy contest in history and the biggest M&A transaction ever subject to a proxy fight. 

Sean brings deep experience navigating high-stakes settlements, proxy contests, withhold campaigns, short attacks, and corporate crises. During his career, he has worked on activism engagements involving Avis Budget Group, Bristol-Myers Squibb, Centene, Colgate-Palmolive, Del Frisco’s, FedEx, Kellanova, Kenvue, Salesforce, Six Flags, Squarespace, Vitamin Shoppe, The Walt Disney Company, and Wynn Resorts, among others. 

As a complement to his representations of public companies, Sean has extensive experience counseling engaged shareholders across the activism spectrum on the assessment of investment opportunities, capital deployment and investment execution, private engagement, settlement negotiations and cooperation agreements, alternative activism strategies, proxy contests, hostile takeovers, and contested M&A transactions. His work with Carl Icahn, Corvex Management, D. E. Shaw & Co., Elliott Management, JANA Partners, Land & Buildings, Politan Capital Management, Sachem Head Capital Management, Starboard Value, and Trian Partners – in addition to first-time and occasional activists – informs his guidance to directors and executives. 

For his work in shareholder activism, Sean was named a “Next Generation Partner” by Legal 500 and recognized as a “Rising Star” by The Deal. 

Prior to joining Cooley, Sean was a Partner in the Shareholder Activism practice at Schulte Roth & Zabel and a member of the Shareholder Activism & Hostile Takeover Defense group at Kirkland & Ellis.  He also served as the law clerk to Justice Karen L. Valihura of the Delaware Supreme Court.   

Sean’s writings on activism and corporate governance have been featured in Bloomberg Law, the Delaware Journal of Corporate Law, and the Harvard Law School Forum on Corporate Governance, among other publications. He has also been quoted in leading publications, including the Financial Times, Bloomberg, and The Deal, and spoken at Harvard Law School, New York University School of Law, and the University of Pennsylvania Law School on related topics.