In the old proxy-solicitation business, the central question was wonderfully blunt: how many votes do we have? Somewhere there was a ledger, somewhere else a telephone bank, and at the end of the line stood a nervous chief executive hoping that arithmetic would behave. Sodali & Co comes from that world. Its American ancestor, Morrow & Co, was founded by Joe Morrow in 1972. But the company that now carries the Sodali name has spent the past decade making the original question much larger. Who owns the shares? What do they believe? What will the board approve? Can a bondholder complete the right form? Will the story survive contact with tomorrow’s newspaper?
That expansion is the point. Sodali & Co is not quite a management consultancy, not quite a public-relations shop and not merely a proxy solicitor. It is a private advisory firm designed for the part of corporate life where a decision needs consent. More than 2,000 clients across 70 countries use it for shareholder meetings, mergers, activist campaigns, debt restructurings, board reviews, sustainability work, investor relations and crises. Its customers include companies and boards, but also funds, financial institutions, exchanges, sovereign issuers and, occasionally, the activists across the table.
The company that grew sideways
The pivotal move came in 2016, when Sodali acquired Morrow & Co. The combination joined Sodali’s footprint in Europe, Latin America and emerging markets with Morrow’s four decades of American proxy work. The merged company served more than 600 clients in 30 countries. Geography was only the opening move.
TPG Growth bought a majority stake in 2022. The price was not disclosed. What followed was less a shopping spree than a deliberate collection of neighboring skills. Citadel-MAGNUS added Australian financial communications. FrameworkESG and HXE Partners added sustainability strategy and climate expertise. Powerscourt brought 75 people, more than 170 clients and a London-Dublin communications operation. Other acquired names included GPS, Di Costa Partners, Nestor Advisors, Gryphon Advisors, Domestique and Designate.
In July 2024, the collection was renamed Sodali & Co. The word comes from the Latin sodalis, or companion. It is an unusually gentle name for a firm that appears when the votes are contested, the debt is distressed or the press is calling. Yet that is exactly the proposition: companionship for companies on days when expertise must travel between departments without getting lost in the hallway.
Competitors usually own one floor of this building. Georgeson, D.F. King, Innisfree M&A and Alliance Advisors compete in proxy work. FGS Global, Brunswick, FTI Consulting, Kekst CNC and SEC Newgate compete in financial and transaction communications. Governance and sustainability boutiques occupy another lane. Sodali’s claim to difference is not that it invented any of these services. It is that the services meet inside one firm, alongside the unglamorous machinery that actually records consent.
A corporate decision is not finished when the board approves it. It is finished when the right people understand it, trust it and complete the action it requires.The operating idea behind the integrated model
What fails first is often the last mile
Consider a 2024 fight over Canadian legal-software company Dye & Durham. Activist investor Engine Capital, which owned about 7.1 percent of the company, proposed six directors. Sodali served as strategic adviser and proxy solicitor. The intellectual case involved governance, leverage and capital allocation. Then Canada’s postal workers went on strike.
This is the kind of failure that strategy presentations do not enjoy discussing. A shareholder can agree with your thesis and still fail to vote because the envelope did not arrive. Sodali and the campaign team used FedEx, calls, email and a dedicated website. They identified institutions and retail holders, timed meetings with ISS and Glass Lewis, and kept pushing the blue proxy card. Proxies representing more than 64 percent of outstanding shares were submitted largely in Engine’s favor. Six incumbent directors resigned before the meeting.
Design for the obstacle after persuasion
- Map the people whose action, not merely approval, determines the outcome.
- Separate the argument from the delivery mechanism.
- Build redundant channels before the preferred channel fails.
- Measure submitted action in real time, not favorable sentiment in theory.
The same lesson appears at a far larger scale in debt restructuring. In the proposed Evergrande process, Sodali says its teams reviewed more than 6,000 accession letters and 7,000 scheme voting forms through Portal, its proprietary workflow system. BondWatch supplied real-time reporting while the team processed more than 9,000 SWIFT messages. Those numbers sound administrative because they are administrative. That is why they matter. A restructuring can have persuasive economics and still become trapped in mismatched records, missed deadlines and clearing-system rules.
Portal and BondWatch are not sold as glamorous software subscriptions. They sit inside a service engagement. Portal collects accessions, elections and votes; BondWatch shows issuers and advisers what instructions have arrived and when a threshold has been reached. The business model remains people-heavy: retainers for recurring governance, investor-relations or communications work, and project fees for events such as a proxy contest, an acquisition or a restructuring. Data and software make the advice executable.
The price of fewer handoffs
What did all this cost? Public answers are scarce. TPG’s majority investment was undisclosed. So were the prices paid for Powerscourt and HXE Partners. Sodali is privately held and does not publish a fee card. A lead-data estimate places annual revenue around $238.8 million, but the figure is not company-confirmed. The honest conclusion is narrower: clients are buying fewer institutional handoffs, and the market has not disclosed the premium.
The bet is easiest to understand during a contested transaction. A specialist can map shareholders. Another can advise the board. A third can explain the decision to investors and journalists. But every transfer between them creates delay, translation and the possibility that three good advisers produce three slightly different versions of reality. Sodali’s integrated model is meant to shorten that chain.
There is evidence the model travels. In 2025 the firm advised on 54 Australian transactions worth US$24.3 billion and ranked first there by deal count in Mergermarket’s PR adviser table for the second consecutive year. Its Sunac assignment helped a restructuring with more than US$10.2 billion of scheme claims reach approximately 98 percent participation. In Britain, its communications business climbed the FTSE adviser tables. These are league-table and case-study results, not proof that integration always caused the result. They do show where the firm is choosing to compete.
What an operator can copy
The useful lesson is not “become a full-service consultancy.” Full service often means a long menu and an awkward meeting. Sodali’s stronger pattern is to begin with the customer’s event that cannot go wrong, then acquire or build the capabilities sitting immediately before and after it. The company did not wander from proxy solicitation into unrelated software implementation or tax advice. It moved into ownership intelligence, board governance, sustainability expectations and communications because those forces converge around the same vote, deal or crisis.
Copy the map, not the acquisition budget. Pick a critical customer outcome. List everyone who can stop it. Mark where information changes hands. Then ask which handoff produces the most delay or distortion. A small company can integrate with a shared project lead and a common dashboard. A large one may buy a neighboring practice. In both cases, the advantage comes from continuity, not breadth for its own sake.
The conditions matter. Integration is a poor bargain when the customer wants an independent second opinion, when conflicts require separation, or when deep specialist expertise matters more than coordination. It also weakens if cross-selling outruns craft. An adviser who claims to do everything but cannot execute the final vote is merely a brochure with expensive offices.
Sodali itself is still testing the model. Founder Alvise Recchi stepped down as chief executive in 2024. Andrew Benett, previously at PwC, Bloomberg Media, Havas and Harte Hanks, arrived in January 2025 after a global search. New leadership posts followed in 2026, explicitly tasked with integrating shareholder advice, sustainability and communications. That appointment is revealing. The acquisitions supplied the pieces. The present job is making them behave like one company.
Back in 1972, counting the people who counted was a literal occupation. Today the counting has become interpretation: who owns, who objects, who persuades and who must click the final button. Sodali & Co has built its firm around the distance between a decision and its acceptance. In corporate life, that distance is where remarkably expensive plans go to die.