Arthur B. Crozier

Arthur B. Crozier is Chairman of Innisfree M&A Incorporated of New York and of Lake Isle M&A Incorporated, Innisfree’s wholly-owned UK subsidiary.

Mr. Crozier’s practice includes the representation of U.S. and international clients in a wide variety of transactions and proxy contests, as well as annual and special meetings. In addition, he counsels an international roster of clients on corporate governance, shareholder engagement and executive compensation issues.

Recent high profile situations he has worked on include: Cigna Corporation in its acquisition of Express Scripts Holding Co, despite opposition by Carl Icahn; The Walt Disney Company in its acquisition of Twenty-First Century Fox; Automatic Data Processing (ADP) in its successful proxy contest against Pershing Square Capital Management; Deckers Brands in its successful proxy contest against Marcato Capital Management; Taubman Centers, Inc. in its successful proxy contest against Land and Buildings Investment Management; Tesla Motors in its acquisition of SolarCity; Chicos FAS in its successful proxy fight against Barington Capital; the successful defense at DuPont against the proxy contest waged by Trian Partners; the successful defense at Allergan against the unsolicited offer by Valeant Pharmaceuticals and Pershing Square Capital Management; the acquisition of Dell Inc. by Michael Dell and Silver Lake Management, despite opposition by Carl Icahn and Southeastern Asset Management; and the successful defense at Agrium against JANA Partners’ proxy contest.

Mr. Crozier has written numerous articles and spoken extensively on the subjects of corporate governance, shareholder engagement, proxy contests, hedge fund activism, executive compensation and international voting practices.

He received his B.A. degree from the College of the Holy Cross and his J.D. degree from Boston College Law School.

He is a member of the National Investor Relations Institute, the International Bar Association, the Advisory Board for the Program on Corporate Governance at Harvard Law School, and the Society for Corporate Governance; as well as a Director of the Boy Scouts of America, Greater New York Councils and a Trustee of The Commonwealth Charitable Fund, Inc.

Meredith L. Cole, CFA

Meredith L. Cole, CFA, heads the Investor Relations/Analytics practice.  Working with shareholders, custodians, central depositories and vote execution services on numerous solicitations for over 20 years, she has developed an expertise in global voting systems and the custodial chain of shareholdings. Her in-depth knowledge of DTC settlement trends and activist trading patterns enables Innisfree to accurately monitor shareholder trading activity and to identify potentially hostile positions and, where activist accumulations lead to full-blown proxy contests, to work with issuers to develop a specifically targeted outreach/solicitation strategy to maximize the probability of success.

Notable activist situations she has worked on include: the defense of ADP in its proxy contest against Pershing Square; Qualcomm in its proposed acquisition of NXP Semiconductor and simultaneous defense of an unsolicited proposal by Broadcom; the successful merger vote at Samsung C&T over the opposition of Elliott Associates; the defense at DuPont against the proxy contest waged by Trian Partners; the defense at Allergan against the unsolicited offer by Valeant Pharmaceuticals and Pershing Square Capital Management; the proxy contest by Third Point LLC at Sotheby’s; the acquisition of Dell Inc. by Michael Dell and Silver Lake Management despite opposition by Carl Icahn and Southeastern Asset Management; the defense at Agrium against JANA Partners’ proxy contest; and the defense at Oshkosh Corporation against a proxy contest and unsolicited tender offer by Carl Icahn.

Ms. Cole received a B.S.B.A. with a concentration in finance from Georgetown University. She holds the Chartered Financial Analyst® designation and is a member of the CFA Society New York, National Investor Relations Institute, and New York Society of Securities Analysts.

Jennifer M. Shotwell

Jennifer M. Shotwell is a Founding Managing Director of Innisfree. Ms. Shotwell has more than twenty-five years of experience in designing strategies to win shareholder support and in overseeing the analysis, communications and implementation required in hostile transactions and extraordinary solicitations. Ms. Shotwell also counsels clients on a wide range of other matters, including special and annual meeting solicitations, tender and exchange offer dynamics and corporate governance issues.

Recent activist/takeover situations she has worked on include: the successful defense at Chico’s FAS against a proxy contest by the Barington Group, the successful defense at Norfolk Southern against an unsolicited takeover bid by Canadian Pacific, the successful defense at DuPont against a proxy contest by Trian Partners; the successful defense at Allergan against the unsolicited offer by Valeant Pharmaceuticals and Pershing Square Capital Management; the successful defense at Aspen Insurance against the unsolicited tender offer and accompanying solicitation of calls for special meetings by Endurance Specialty Holdings; the defense at Transocean against the proxy contest conducted by Carl Icahn; the successful defense at Agrium against JANA Partners’ proxy contest; and the successful defense at Oshkosh Corporation against a proxy contest and unsolicited tender offer by Carl Icahn.

Other iconic proxy contests in which Ms. Shotwell has been involved include Airgas’s successful defense against the unsolicited bid by Air Products, Weyerhaeuser’s successful unsolicited bid to acquire Willamette Industries, and the HP/Walter Hewlett proxy contest to approve the HP/Compaq merger.

Ms. Shotwell serves on the Board of Advisors at the University of Pennsylvania’s Institute for Law and Economics and is a member of the National Investor Relations Institute, the Society for Corporate Governance and the Securities Industry and Financial Markets Association. Ms. Shotwell earned a B.A. in Philosophy from Swarthmore College.

Scott S. Winter

Scott S. Winter is a Managing Director of Innisfree M&A Incorporated. Mr. Winter advises companies and investors on all aspects of shareholder engagement focusing on hostile and friendly acquisitions, shareholder activism, contested shareholder meetings, corporate governance, and other proxy solicitation matters. Scott has been involved in most of the significant U.S. hostile takeovers in the past decade as well as activism situations involving, among others, Barington, Corvex, Elliott Management, Engaged Capital, Icahn Associates, Land & Buildings, JANA Partners, Marcato, Pershing Square, Sachem Head, Sarissa Capital, Starboard Value, Third Point, Trian, ValueAct, and Voce.

Prior to joining Innisfree, Mr. Winter was an attorney with Skadden specializing in mergers and acquisitions, including cross-border and hostile transactions. Before attending law school, he was a certified public accountant with Ernst & Young LLP for a number of hedge fund and broker-dealer clients.

Mr. Winter earned a B.B.A. in accounting from the University of Wisconsin, and a J.D. from the New York University School of Law. Mr. Winter is member of the Mergers, Acquisitions and Corporate Control Contests Committee of the Association of the Bar of the City of New York, the American Bar Association, and the Society for Corporate Governance.