Elizabeth K. Bieber

About Elizabeth K. Bieber

Elizabeth a partner and head of shareholder engagement and activism defense in New York. Leza focuses on activism and takeover defense preparedness and corporate governance matters. She also advises on debt and equity capital markets transactions, including IPOs, SPACs and de-SPACs.

Leza advises boards of directors and management on governance and crisis management, including stakeholder engagement; board and disclosure issues, including director independence, board and committee structure, securities law compliance, board leadership structures, board composition, listing standards, shareholder proposals, annual meetings; sustainability trends and ESG issues; proxy season trends; and succession planning, among other governance matters. 

Leza is a recognized thought leader on governance and activism matters and was appointed to the editorial board of Corporate Governance Advisor. She has appeared on CNBC to discuss activism trends and Thomson Reuters Practical Law to discuss climate change requirements. For the past three years, Leza co-hosted Freshfields’ annual post-proxy season event with leading institutional investors to demystify investor views and expectations on sustainability disclosure and reporting requirements with hundreds of public company clients. She also regularly chairs a panel at Corporate Board Member’s Boardroom Summit on shareholder activism and engagement trends. She is the co-editor of Freshfields’ annual Board Memo, co-host of our webcast series on governance and disclosure updates and co-host of our governance podcast series. Leza is the only lawyer in the United States ranked as a “Rising Star” for corporate governance and is a key member of the Tier 1 corporate governance group, both as ranked by Legal 500.

Recent work

• Li-Cycle in connection with its adoption of a limited duration shareholder rights plan.
• Numerous public company clients on various governance, SEC compliance and disclosure matters, including Agilent Technologies, Akamai Technologies, Alphabet, Americold Realty Trust, Argenix, Boxed, BrightView, Buzzfeed, CarLotz, Cazoo, Clever Leaves, Coupa, Honeywell, Li-Cycle, LSEG, Oracle, Ralph Lauren, SiteOne, Sonoco, Stanley Black & Decker, TriNet, United Natural Foods and Zymergen.
• Boxed, Inc. in connection with corporate, restructuring, executive compensation, governance and securities law matters, as well as with respect to its Chapter 11 filing, the pending sale of its Spresso business and related corporate, restructuring, executive compensation, governance and securities law matters.
• A Nasdaq-listed biopharmaceutical company in connection with an activist in its stock and consideration of strategic alternatives.
• Euronav NV on its successful defense against a proxy contest launched by minority shareholder Compagnie Maritime Belge (CMB) in opposition of Euronav’s $4.2bn merger with Frontline.
• A Japan-based media company in its engagement with a major US activist.
• Zymergen on its $575 million IPO, listing on Nasdaq and conversion to a public benefit corporation—among the first PBC conversions—and other corporate law matters.
• Cazoo on its $7 billion business combination with SPAC AJAX I.
• Li-Cycle on its $1.67 billion business combination with SPAC Peridot Acquisition Corp.
• CarLotz on its $827 million merger with SPAC Acamar Partners Acquisition Corp.
• Clever Leaves on its business combination with SPAC Schultze Special Purpose Acquisition Corp and other corporate law matters.
• Volkswagen as the largest stockholder of QuantumScape Corporation on QuantumScape’s $3.3 billion business combination with SPAC Kensington Capital Acquisition Corp.
• Stagwell Media on corporate matters related to its combination with MDC Partners.
• Family Dollar on its $9.3 billion merger with Dollar Tree and successful defenses against a hostile tender offer by Dollar General, proxy contest by Elliott Management, threatened consent solicitation by Icahn, activism by Pershing Square and Paulson & Co., and unsolicited takeover proposal by Trian.
• Akamai Technologies on its negotiated settlement with Elliott Management.
• Hyundai Motor Company on the proxy contest by Elliott Management.
• Tiffany & Co. on its negotiated settlement with JANA Partners and Francesco Trapani, as well as other governance matters..
• SeaWorld Entertainment on its negotiated settlement with Hill Path Capital.