Lucas E. Wherry

Lucas focuses on shareholder activism, mergers and acquisitions, and corporate governance. As a member of Cooley’s nationally recognized activism defense practice group, Lucas represents clients in all aspects of shareholder activism and shareholder engagement, including proxy fights and hostile takeovers. He regularly assists clients with mergers and acquisitions, stock purchases and other strategic corporate transactions. Lucas also has experience representing public and private companies on corporate governance matters.

Lucas began his career representing top hedge funds at a New York law firm with a prominent shareholder activism practice. He now leverages that experience for company-side clients.

Representative Matters

Shareholder activism defense

• Represented Autodesk in its activist defense and cooperation agreement with Starboard Value*
• Represented Lyft in its proxy contest defense*
• Represented Five9 in its cooperation agreement with Anson Funds*
• Represented Blackline in its cooperation agreement with Scalar Gauge Fund*
• Represented Forte Biosciences in its successful shareholder activism defense against multiple activists, including the adoption of a shareholder rights plan*
• Represented VirnetX in its cooperation agreement with Bradley L. Radoff and JECII Associates*

Activist engagement and other shareholder representations

• Represented Alta Fox in its cooperation agreement with Daktronics*
• Alta Fox in its letter agreement with Collectors Universe for board representation and strategy initiatives*
• Represented Ancora Advisors in its cooperation agreement with Elanco Animal Health*
• Represented Privet Fund Management in its successful proxy contest for three board seats at Ascent Industries*

M&A transactions

• Represented Intercontinental Exchange in its acquisition of Black Knight, a New York Stock Exchange-listed provider of software solutions, data and analytics to the US mortgage and real estate markets, and concurrent divestitures of Black Knight’s Empower and Optimal Blue businesses to satisfy US antitrust regulators for an aggregate value consideration of approximately $11.9 billion*
• Represented Edificio del Noroeste, in its tender offer for all issued and outstanding American depositary shares and US-held Series B shares of Industrias Bachoco, a Mexico-based poultry producer and one of the largest poultry producers globally, for approximately $73 million*
• Represented Liberty Global in its redomiciliation of the listed company from the UK to Bermuda. This transaction, which required shareholder approval, was accomplished through a UK scheme of arrangement*
• Represented Stoneway Capital, and its debtor affiliates, in their Chapter 11 cases involving approximately $834 million of secured debt. Stoneway Capital is an Argentine holding company whose interests include building and operating power plants in Argentina*

*Representation handled before joining Cooley

While in law school, Lucas served as the Notes and Comments editor for the Brooklyn Journal of Corporate, Financial and Commercial Law, was a member of the Moot Court Honor Society in the Appellate Advocacy Division,  and served as a judicial extern for Judge Ona T. Wang in the US District Court for the Southern District of New York.