Shareholder Activism Advisory

We align industry-leading experience, data and technology to provide trusted advisory support and reporting on shareholder activist accumulations. The following is a non-exhaustive list of provisions that govern shareholder activism. Voting for shareholder proposals, however, is nonbinding since management has the authority to reject the proposal even if it received majority support from shareholders. 5, would place new restrictions on who may file proposals, increase the amount of support a proposal must earn to qualify for resubmission the following year, and impose new requirements on proxy advisory firms. France saw unprecedented debate in 2019 on the behaviour of "activist" funds and the need to govern such practices better. Figgie International. At the same time, activism by hedge funds to oppose takeover transactions is rising. Shareholder activism by institutional investors is seen as the way to improve corporate accountability. A shareholder proposal is a resolution that's put forward for consideration at a corporation's annual meeting by an individual shareholder or a group of shareholders rather than by the corporation's board of directors. well-known shareholder activist groups or proxy advisory firms whose views are often considered? There are no specific government agencies or other bodies responsible for enforcing the statutes except for the courts. 16, 2017 (interview) “Activism – A Return to Large-Caps and an Eye on Europe,” Forbes, Sept. Labor groups have experimented with shareholder proposals since the early 1990s, according to an academic report from Natascha van der Zwan, assistant professor of public administration at Leiden University. Hogberg: What are proxy advisory services and what impact do they have on corporate activism?. These data provided a source of exogenous variation, useful to avoid the flaws in prior cross-sectional studies, because the Harvard. Non-operational charges related to shareholder activist activity include third party advisory, legal and other professional service fees and are recorded within selling, general and administrative expenses in our consolidated. As regulator, and following on from the public reports on this subject, the Autorité des Marchés Financiers proposes a number of targeted measures to enhance transparency for the market and dialogue between issuers and shareholders. 5 billion. Apply to Vice President, Analyst, Business Analyst and more!. Since 2003, public companies across North America have looked to the expertise of Kingsdale Advisors to help them reach out to shareholders and secure the success of transactions or resolutions driven by shareholder votes. Lazard's annual review of shareholder activism compiles and analyzes data on key activism trends globally. 0" strategies by filing resolutions seeking binding bylaws amendments, instead of the “precatory” or advisory nature of most shareholder resolutions where companies can ignore even 99 percent votes. To mitigate risk, the three key steps a company should take to prepare are to: > Conduct vulnerability assessments and identify likely activist strategies > Analyze how investors and proxy advisory firms may react to activists > Prepare for engagement and create “ready teams”. Institutional investors with assets under management of USD 26 trillion unanimously confirm that ESG (Environmental, Social and Governance) risks and opportunities played an increasingly important role in their investment decisions and their evaluation of portfolio companies duri. As activism becomes more common, Belgium has appeared on the activists. On Wednesday, July 29, 2015, 12:30-1:30pm EDT, Olshan will present the webinar Shareholder Activism: Investing in a Stronger Corporate America. between January 2010 and September 2013, while activists’ funds under management have trebled in size since 2008, to more than US$100-billion today. Elbaum, Partner and Co-Head of Shareholder Activism, Vinson & Elkins LLP Greg Marose , Co-Founder, Profile Advisors John Ferguson , Senior Partner, Saratoga Proxy Consulting. Our goal is to create a platform for responsible shareholder activism ensuring the viability and sustainability of companies we co-own. Webinar: Shareholder Activism After COVID-19 View on-demand. announced today the addition of venture capitalist Gary Shields to the Advisory Board. , the largest U. Australian listed companies are also required to put an advisory resolution to their shareholders for adoption of the remuneration report at each AGM and, in recent years, this has been co-opted by some activist shareholders as a protest mechanism against the company's current management or operations (i. Adé Heyliger is a partner in Weil’s Public Company Advisory Group and is based in Washington, D. Suite 114, Lawson Place, 165-167 Phillip Street Sydney NSW 2000. Greenwald. Ackman also put up an alternative executive to Canadian Pacific in the form of E. A panel of experts and Directors will discuss these trends, including: Activist focus on corporate. Activist shareholders are getting tough with at Verizon and Blockbuster became the first in America to give majority backing to resolutions calling for an advisory shareholder vote on. Using a comprehensive sample for 2004–2012, we examine the impact of shareholder activist campaigns on the careers of directors of targeted firms. won its bitter proxy war Wednesday, it learned a valuable lesson on retail shareholder engagement in fending off activist investor Nelson Peltz, analysts said. de Wied Steven Epstein Christopher Ewan Arthur Fleischer, Jr. HII innovated "Shareholder Activism 2. Earlier this week, shareholder activist Eric Jackson called on Icahn to run a short slate of dissident directors. On 21 March 2017, Morrow Sodali acquired a majority interest in Australia’s leading shareholder engagement and corporate governance advisory firm, GPS. By Chelsea Naso. Shareholder activists often exploit the divisive nature of executive compensation issues to garner broader support, and the attitudes and reactions of stakeholders towards a company’s executive compensation practices can serve as a barometer for shareholder discontent and a company’s vulnerability to an activist attack. As we approach the end of 2019 the maturity of the activism market in the. for Pol’y Res. Executives expect shareholder activist campaigns to increase in the next 12 months, as a low-yield environment compels such investors to look for other avenues to boost returns. 5799 Europe (France): +33. performance as measured by total shareholder return (TSR). The goals of activist shareholders range from financial to non-financial. Grossman and Winter noted that companies are increasingly engaging with investors on a year-round basis and that building credibility with shareholders in advance of an activist surfacing is vital to winning a proxy contest. funds’ social-issue shareholder-proposal activism—which is much more likely to be supported by proxy advisory firms than by the median shareholder. An activist shareholder is a shareholder that uses an equity stake in a corporation to put pressure on its management. Voting for shareholder proposals, however, is nonbinding since management has the authority to reject the proposal even if it received majority support from shareholders. Shareholder Activism As A Strategy To Advance Racial Equity. Ferrari head of shareholder activism at Shareholder Value Management AG (“SVM”), an employee owned investment company based in Frankfurt, Germany. 15, 2019 /CNW/ - The Laurel Hill Advisory Group is pleased to announce that it has been recognized by the Activist Insight 2018 Intermediary Awards as a Top 10 Proxy Solicitation Firm globally. Houlihan Lokey Adds Experienced Senior Hire to Mergers & Acquisitions Group. Simpson Thacher regularly advises companies (both public and private), private equity firms, nonprofits, directors, boards and senior management on every aspect of corporate governance, from their day-to-day questions to their most sensitive and consequential. Activists tend to demand management changes, pivots in corporate strategy, or some sort of shareholder-friendly move such as a buyback or dividend issuance. According to the league tables, which cover all new activist campaigns launched in 2019, Olshan advised on 141 activist engagements with stakes worth $18. Shareholder activists have proposed several measures in recent years to push toward this goal—principally age limits and term limits, but also gender and other diversity requirements. The overall activism trend has been prominent in the restaurant space as soft consumer spending coupled with promotions/discounts has weighed heavily on restaurant profitability. Bringing together experience and expertise in strategic communications, CEO advisory, digital marketing, business consulting and policy communications, we are dedicated to guiding the leaders of the new economy through high pressure and rapidly transforming environments where the rules are often unwritten. Paterson was the chief operating officer of the Goldman’s M&A Shareholder Advisory group, a team that was formed in 2015 by combining Goldman’s activist defense group and its M&A Capital. Our Shareholder Activism practice also works with companies in “peace time,” preparing them for shareholder activism by assessing and enhancing their organizational documents and corporate governance practices, and providing counsel on strategic relations with institutional and retail investors and proxy advisory firms. Hedge fund activists are doing an incredible amount of work out of the public view, and are using a large degree of analysis to prepare for a campaign. Shareholder activist groups have been pushing affirmative action policies, supported by ISS and Glass Lewis, for appointments to corporate boards. Unfortunately, the actions of a few bad apples over the past year or so have tarnished that reputation – and this has encouraged markedly higher levels of shareholder visibility and activism. Shareholder engagement can also involve building investor coalitions to press for broad changes on a particular subject or involving a particular industry. If you have any questions, for purposes of attorney advertising rules, please contact Goodwin Procter LLP. As regulations proliferate and scrutiny grows, the need for effective and proactive corporate governance has never been more essential. South Africa’s shareholder activism. Shareholder activism has evolved to be a prominent and almost certainly permanent feature of the corporate landscape. To a large extent, activism is a debate about capital deployment, risk tolerance, and performance—topics that are typically part of management’s and the board’s agenda in the normal course of business. As activism becomes more common, Belgium has appeared on the activists. 75) Adjusted diluted earnings (loss) per share $ 0. Findlay's other recent advisory. Since 2003, public companies across North America have looked to the expertise of Kingsdale Advisors to help them reach out to shareholders and secure the success of transactions or resolutions driven by shareholder votes. ” The panelists shared their views on the state of activism and hostile attacks in the current environment. Shareholder activism in Canada involves the use by shareholders of a broad range of tools and tactics to effect the activists' desired changes, which can range from changes to the board composition that result in increased representation, change of control or the complete replacement of board members, changes in corporate management, strategy and operations, including changes in deployment of. for activist shareholder information. The companies—known as proxy advisory firms—have significant influence in whether activist campaigns succeed because investors often follow their recommendations in board elections. A Call for Change in the Proxy Advisory Industry Status Quo ©2011 Center On Executive Compensation 3 Academic Research Shows Proxy Advisors Wield Exceptional Clout The market for proxy advisory services has developed in such a way that one firm, Institutional Shareholder Services (ISS), largely. We conducted this research project on shareholder activism during the four-month period from January through April 2015. While rubber production is the $300m agricultural company’s original business, they have extensive legacy land holdings from their rubber plantations and recently started monetizing these lands. The Activism Vulnerability ReportQ2 2020AN FTI CONSULTING REPORT – PUBLISHED 08/28/20201FTI Consulting Inc. In 1998, the Rockefeller family led a shareholder revolt against Exxon over its climate change policy. Cinedigm Corp. Institutional Shareholder Services Inc. In comparison, a full takeover bid is a much more costly and difficult undertaking. While the influential proxy advisory firms Institutional Shareholder Services Inc. Prior results do not guarantee a similar outcome. the 11th Annual International M&A Awards Gala, June 2019. A shareholder committee typically holds two or three short meetings a year. As regulations proliferate and scrutiny grows, the need for effective and proactive corporate governance has never been more essential. WASHINGTON, D. Mikullitz joins from Deutsche Bank, where he was head of Activism and Contested Situations in the Mergers & Acquisitions Group. “Shareholders could express their objection by voting against the compensation committee members,” said John Chevedden, a shareholder activist based in Los Angeles who teamed with James. Taxin was President of the Clinton Group, a multi-strategy activist hedge fund, where he led more than 40 activist investments. Supervised by Dr Julian Franks, Fellow of the European Corporate Governance Institute. Lazard's annual review of shareholder activism compiles and analyzes data on key activism trends globally. The lawsuit 3. SVM advises over €3bn in AUM through various investment vehicles, allocating capital under a value-oriented framework and frequently engaging with portfolio companies’ management. securities regulator on Wednesday is poised to finalize new restrictions on firms which advise investors on how they should vote in corporate elections, following a years-long battle. Shareholder activism has seen a strong resurgence since 2008, and is currently approaching the historic levels seen prior to the financial crisis. Activism is typically a symptom of a disconnect between the market’s view of a company’s value and its true value. The Review analyzes recent global shareholder activism trends, forecasts expected developments in 2019, and highlights and compares jurisdictional data. I know there are some older threads on this but they don't seemed to be getting much traction anymore so I wanted to start a new discussion. As a new front of stakeholder activism opens up in Japan,advisory groups such as the Institutional Shareholder Services group and Glass Lewis, which advise funds worth more than US$35 trillion. 2 Level of Shareholder Activism and 2. That’s why institutional investors are being pressured by high profile shareholder activists, others in the wider community and politicians to be more active and exercise their voice to pressure boards on an increasingly diverse range of. The implications of increasing shareholder activism for public companies. The goals of activist shareholders range from financial to non-financial. Shareholders and Shareholder Activism CHAPTER 7 2. First is the rise of noisy, aggressive hedge funds, like Peltz's Trian and ValueAct Capital, which are taking major positions in. Some activists argued, however, that public pressure on companies at shareholder meetings is more successful in triggering change. A founding member of the firm and named President in August 2013, Matt has more than 18 years of experience providing strategic corporate, financial and crisis communications counsel to Boards of Directors and executive leadership of public corporations and private equity firms involved in M&A, hostile takeovers, proxy contests, shareholder activism. 4 To control such conflicts, special market and organizational mechanisms have evolved. As regulations proliferate and scrutiny grows, the need for effective and proactive corporate governance has never been more essential. Key observations from 2019 report include: Activist activity returns to multi-year trend after record 2018. An “activism campaign” is defined for these purposes as including:. The Wall Street Journal reported that the average shareholder proposal now gets 24 percent of the vote, and anything in double digits gets the attention of everyone on the board of directors and in the C-Suite of a company. Understanding the influence of proxy advisory firms. The growth of proxy advisory firms, which counsel institutional investors on how to vote on major corporate decisions such as mergers and acquisitions, election of directors, executive compensation and corporate governance policies, has also contributed to greater shareholder activism by institutional investors. Olshan's Shareholder Activism Practice has been named the leading legal adviser to activist investors around the globe in the inaugural Bloomberg Activism Advisory League Tables. natural gas producer, have a lot to prove to shale investors burned by lousy earnings and busted budgets. , for issues outside of executive. Bruce Goldfarb of Okapi Partners, a proxy solicitation, information agent and specialty advisory firm, will join Steve and Aneliya to provide a proxy solicitor's perspective. With regards to public listed companies, the Securities Act, 2015 and the Listed Companies (Code of Corporate Governance), 2017 are also of relevance. The information is not intended to be, and should not be construed as, financial, legal or other advice,. 28% of the Company) to spin-off the Company’s steel business into a separate entity. 2018 Review of Shareholder Activism LAZARD'S SHAREHOLDER ADVISORY GROUP J A N U A R Y 2 0 1 9 Lazard has prepared the information herein based upon publicly available information and for general informational purposes only. As companies may have new vulnerabilities to activism in the coming months, IROs need to be especially vigilant and prepared for whatever comes next. Shareholders and Shareholder Activism CHAPTER 7 2. The technique of flexing investor muscle to rattle corporate boards for. 6350 Asia: +65. A fairly small stake (less than 10% of outstanding shares) may be enough to launch a successful campaign. Professor Fairfax is the Director of the GW Corporate Law and Governance Initiative. The proxy fight began in earnest a month ago. Boards of listed companies should recognise that shareholder activism is rapidly becoming a larger global governance issue, as hedge fund activists mobilise support from mainstream investors. No company. Activist targets such as Apple Inc, Chesapeake Energy Corp, Sotheby’s and Safeway Inc have all seen stock prices rise this year, netting tidy rewards for their largest shareholders. Shareholder Activism Shareholder activism is here to stay and well-funded activist hedge funds are setting their sights on bigger targets to generate the outsized returns they and their investors expect. Proxy advisory firm Institutional Shareholder Services recommended in April that Williams shareholders not support the company's board chair because of the "highly restrictive" nature of the pill. It finds that: Key Findings. Shareholder activists say 21st Century Fox Chief Executive James Murdoch is way too busy with his day job to do meaningful work on the Tesla board. Profits from January 1 toMarch 31, 2020 were JPY5 billion, which amounts to USD$46. Non-operational charges related to shareholder activist activity — 7 Early extinguishment of debt — 4 Gain on sale of equity method investment in Anji (30) — Adjusted net income (loss) $ 2 $ (14) Loss per share - Diluted $ (0. Now you have to manage a lot of other components that. This made her the company’s largest shareholder. ACTIVIST INVESTMENT. It remains to be seen whether Australia will require the scale of public activist campaigning that is now characteristic of other offshore capital markets. The companies—known as proxy advisory firms—have significant influence in whether activist campaigns succeed because investors often follow their recommendations in board elections. According to proxy advisory firm Institutional Shareholder Services, 30% of chairman and CEO roles at companies in the S&P 500 were split in 2005. Shareholder activist organisation As You Sow is planning to ask the banking giant to describe whether it will align its lending with the Paris Agreement’s goal of maintaining global warming well below 2 degrees Celsius and how it plans to do so. COVID-19 has brought about tremendous change around the world, with effects expected to linger for years to come. A diverse group of corporates have attracted activists’ attention. Shareholder activists seek JP Morgan action on coal, fossil fuel investment Fellow US bank Citigroup has also moved to stop providing underwriting and advisory services to the sector while. Joele Frank was the #1 PR advisory firm for both M&A and bankruptcy in the first quarter of 2020, according to The Deal’s latest Power Rankings. Since 2010, the number of shareholder proposals related to executive compensation has. Shareholder Rights Spinoff 6 5 Seek Alt, Spinoff United States GE 262,914. Record shareholder activism is combining with rare hostile takeover bids in Japan, in a trend that’s seen as good news for investors in the country’s $6. Rowe Price. funds’ social-issue shareholder-proposal activism—which is much more likely to be supported by proxy advisory firms than by the median shareholder. See the complete profile on LinkedIn and discover Pierre-Paul’s connections and jobs at similar companies. Skytop Strategies Shareholder Activism Conference – New York, November 2019. Americas: +1. Jackson, who has had talks with Icahn's folks, is proposing the billionaire. Augustine joined Greenhill in 2018. EY-Parthenon looked at activist campaigns as reported by SharkRepellent from 2010-15 and analyzed before-and-after. The benefit received (assistance in finding a director) could be accomplished with much less disruption by hiring a good executive recruiter. Advised Alcobra Ltd in its defense against shareholder activist Brosh Capital. Although shareholder resolutions are advisory only, any sign of shareholder discontent. Shareholder activism has evolved to be a prominent and almost certainly permanent feature of the corporate landscape. Our Activism & Contested Situations Advisory Group helps clients effectively anticipate, prepare and respond to shareholder demands by providing strategic guidance in these highly charged and. Shareholder activist campaigns have continued to make news. Defenses against shareholder activists include tracking the bank’s performance to peers, as well as the bank’s shareholder rights practices and compensation in relation to peers, because that’s what the activists do, said Rusty Conner, an attorney with Covington & Burling. The team has a strong track record advising activists and companies through shareholder activism, having ranked in the top ten globally in Refinitiv’s (formerly Thomson Reuters) tables dating back to 2016. The Activism Vulnerability ReportQ2 2020AN FTI CONSULTING REPORT – PUBLISHED 08/28/20201FTI Consulting Inc. 9%, see Clifford Chance LLP. In the 1980s and 1990s, under pressure from governance activists, institutional shareholders, the financial media, finance scholars, and even the U. For example, the law firm Blank Rome recently offered advice on how to "lessen your company's vulnerability to a shareholder activist and prevent it from being a sitting duck this. Traditional shareholder activism, whether through engaging with investee companies or through responding to shareholder proposals, emphasizes corporate governance. Shareholder activists are on the war path, proxy firms are more vocal, deal jumps are getting more frequent – interlopers are all over the place. "The final rules have been adjusted from the proposal in response to public outcry," said Democratic SEC Commissioner Allison Lee, adding that Wednesday's rule still adds complexity and cost into the. it should be noted, however, that only 13% of those surveyed feel that forcing an event such as a sale, separation of assets, or return of cash is a top benefit of shareholder activism. The lawsuit 3. Our team of experts is free of agency conflict, offers pragmatic advice to help proactively align key stakeholders around a common narrative, and executes a plan to address activist concerns and deliver shareholder value. One of the keys to being prepared for activists is to understand what they're doing and why. Shareholder proposals are a common form of shareholder activism. 15, 2019 /CNW/ - The Laurel Hill Advisory Group is pleased to announce that it has been recognized by the Activist Insight 2018 Intermediary Awards as a Top 10 Proxy Solicitation Firm globally. Shareholder activism is exploding: The number of activists is increasing, and their tactics and strategies are changing. 2018 Review of Shareholder Activism LAZARD'S SHAREHOLDER ADVISORY GROUP J A N U A R Y 2 0 1 9 Lazard has prepared the information herein based upon publicly available information and for general informational purposes only. You might recall that, in 2014, three companies facing shareholder proposals from John Chevedden et al. Koons has joined the firm as Managing Director of its Activism & Contested Situations Advisory Group. They urged a "no" vote on the re-election of three Yahoo board members who had served on the company's executive pay committee. shareholder activism has sometimes assumed a fundamental conflict between shareholder investment advisory service and a corporate counsel. 2 trillion stock market. Typically, an activist shareholder would require the company itself to call and hold a general meeting at the company’s cost to have the activist’s preferred directors appointed. system has since successfully restrained the. Robbins' comments surrounding his bet that McDonald's could soon become an activist target underscores the larger trend in the last year of activist investors going after larger targets. Jeff Gramm is a portfolio manager at US hedge fund Bandera Partners and is Chairman of NASDAQ-listed Tandy Leather. Bringing together experience and expertise in strategic communications, CEO advisory, digital marketing, business consulting and policy communications, we are dedicated to guiding the leaders of the new economy through high pressure and rapidly transforming environments where the rules are often unwritten. Activist investor Edward Bramson is likely to fail in his attempt to get a board seat at Barclays' annual meeting next week, even though shareholders are dissatisfied with performance of the group. These roles are separated 53% this year. Previously named the #2 global shareholder activism defense IR advisor in Bloomberg's 2019 Global Activism Market review, ICR continues to be one of the most called upon firms to advise public. NEW YORK – February 12, 2019 – Houlihan Lokey (NYSE:HLI), the global investment bank, today announced that Mark Mikullitz has joined the firm as a Managing Director in its Mergers & Acquisitions (M&A) Group, to lead the firm’s shareholder activism. Bruce Goldfarb of Okapi Partners, a proxy solicitation, information agent and specialty advisory firm, will join Steve and Aneliya to provide a proxy solicitor's perspective. , for issues outside of executive. com: For years, the REIT industry has been relatively untouched by shareholder activists, who were focused on other industries and higher-profile companies. In the five years before Pershing Square acquired its stake, the company had a return of negative 18 percent, according to the proxy advisory service Institutional Shareholder Services. Increasingly, however, the non-financial form of shareholder activism is affecting companies in a range of sectors. Hogberg: What are proxy advisory services and what impact do they have on corporate activism?. , in which shareholders rejected an activist campaign to install four new board members, brought proxy advisory firms’ bias back into the news: All three of. A majority of Boeing Co. The year 2017 will be remembered as the one in which minority shareholders flexed their muscle. Koons has joined the firm as Managing Director of its Activism & Contested Situations Advisory Group. While we will always be committed to preparing our clients to “Fight the Good Fight”, our team’s insights about the. the 11th Annual International M&A Awards Gala, June 2019. The activist investor - in an unprecedented move - even mailed thousands of mini-player devices to retail investors each with one short four-minute video explaining the activist's position at a. 5799 Europe (France): +33. Review of Shareholder Activism - H1 2019 LAZARD'S SHAREHOLDER ADVISORY GROUP JULY 2019 Lazard has prepared the information herein based upon publicly available information and for general informational purposes only. Augustine joined Greenhill in 2018. Bringing together experience and expertise in strategic communications, CEO advisory, digital marketing, business consulting and policy communications, we are dedicated to guiding the leaders of the new economy through high pressure and rapidly transforming environments where the rules are often unwritten. Activist investors seek to effect change through active engagement with company management and the Board of Directors, with the objective of increasing the stock. Congress, boards shifted the bulk of CEO pay. Joele Frank was the #1 PR advisory firm for both M&A and bankruptcy in the first quarter of 2020, according to The Deal’s latest Power Rankings. Shareholder activism was at the forefront of major corporate events during 2013. Shareholder Activist: A shareholder activist is a person, who attempts to use his or her rights as a shareholder of a publicly-traded corporation to bring about change within or for the corporation. Activist Insight Monthly, the world’s only monthly magazine dedicated to shareholder activism, soon followed, granting its readership access to the thoughts and opinions of key industry professionals, while providing an editorial vehicle for the data trends uniquely aggregated from Activist Insight Online. Non-operational charges related to shareholder activist activity include third party advisory, legal and other professional service fees and are recorded within selling, general and administrative expenses in our consolidated. A group of activist shareholders — including an Oregon-based order of Roman Catholic nuns — has successfully passed a resolution requiring gunmaker Sturm Ruger to report on the violence its. Shareholder proposal. Leaders in shareholder activism research, including trend and risk analysis, utilising proprietary risk scores and datasets. (“ISS”) and Glass, Lewis & Co. Shareholder Rights Spinoff 6 5 Seek Alt, Spinoff United States GE 262,914. And, because they are often far to the left, liberal shareholder activists heartily embrace them and profess their importance. an internationally impact advisory firm, with a focus on gender and diversity within impact investing. restructured its activism-defense practice over the weekend, forming a new group of bankers that will more broadly prepare companies for shareholder reactions to activist. This month’s showdown at DuPont Co. 2 Level of Shareholder Activism and 2. The landmark decision to approve the policy was taken by Apple’s Board of Directors and published ahead of the deadline to submit shareholder. By Michael Fox. Second, the legal basis. Memorandum to Board: Considerations When Adopting a Poison Pill in Response to Shareholder Activism The Board should be aware that a poison pill is not always a perfect defense or the proper antidote to address an activist's actions. 5 One major reason for this is the role of proxy advisory services. What’s unique and notable about this employee resolution, however, is that this call came from shareholders within the company — representing a group that doesn’t typically have the ear of Wall Street financiers or. In a report published on Wednesday, the proxy advisory firm Institutional Shareholder Services amplified calls for Allergan’s board to hold off from making an all-cash acquisition that would scuttle an existing takeover offer from Valeant Pharmaceuticals and Pershing Square Capital Management. However, as the industry’s size and profile has increased, activist investors have become more vocal. According to proxy advisory firm Institutional Shareholder Services, 30% of chairman and CEO roles at companies in the S&P 500 were split in 2005. , Proxy Monitor 2012: A Report on Corporate Governance and Shareholder Activism, 22–23 (Manhattan Inst. Activist investors are shareholders at publicly traded companies who attempt to affect change in an organization either by directly appealing to, or putting heavy pressure on, the company’s board of directors, bypassing the normal advisory process. Harvard University, June 2019 “The New Activist Landscape and What it Means for M&A” The M&A Advisor’s 2019 Global Corporate Growth Summit feat. The four guidelines include: Know Your Shareholders (and let them get to know you). The event was created by Ken Squire, founder and principal of 13D Monitor, in 2010. Companies. Hedge funds, mutual funds and similar organizations that own shares of multiple companies pay ISS to advise (and often vote their shares) regarding share holder votes. CIC merges with Shareholder Communications Corp. Even though the DuPont Co. 2 Level of Shareholder Activism and 2. Bringing together experience and expertise in strategic communications, CEO advisory, digital marketing, business consulting and policy communications, we are dedicated to guiding the leaders of the new economy through high pressure and rapidly transforming environments where the rules are often unwritten. According to Activist Insight Monthly, we have worked on more shareholder activism situations than any other proxy solicitor since our inception. Ackman also put up an alternative executive to Canadian Pacific in the form of E. Partner Nicolas Bombrun (Paris-Corporate and M&A) authored an article entitled “Développement de l’activisme actionnarial: comment anticiper une campagne activiste?” (Development of shareholder activism in France: how to anticipate an activist campaign?) which was published by the Revue Trimestrielle de Droit Financier (RTDF n°1 – 2019) (Quarterly Financial Law Review). Simpson Thacher regularly advises companies (both public and private), private equity firms, nonprofits, directors, boards and senior management on every aspect of corporate governance, from their day-to-day questions to their most sensitive and consequential. ACKGROUND Hydraulic fracturing, or “fracking,” is a technique used to increase the volume of natural gas and oil. Feinstein ran the M&A Group at Jefferies & Co. funds’ social-issue shareholder-proposal activism—which is much more likely to be supported by proxy advisory firms than by the median shareholder. Shareholder Activism Review and Analysis. Greene with Steve Krouskos, Julie Hood, Harsha Basnayake, and William Casey. Know Your Team (and have it …. 187 companies targeted by activists, down 17% from 2018’s record but in line with multi-year average levels. We believe that companies that put themselves in an activist’s shoes will be most able to anticipate, prepare for, and respond to an activist campaign. The shareholder actions may span a wide spectrum, ranging from sending a friendly letter of suggestion to a corporation’s management or board of directors to initiating a proxy contest. The major Wall Street banks have been building their shareholder advisory and activism defense teams of late. “It is time that shareholders are given a say on whether this type of compensation is in anyone’s best interests but Mr. Grossman and Winter noted that companies are increasingly engaging with investors on a year-round basis and that building credibility with shareholders in advance of an activist surfacing is vital to winning a proxy contest. He consults IROs and CFOs in North America, Europe, and Asia on capital allocation strategies, mitigating risk within their shareholder. As a new front of stakeholder activism opens up in Japan, advisory groups such as the Institutional Shareholder Services group and Glass Lewis, which advise funds worth more than $35 trillion. In the last 12 months, we have seen environment-focused investor advocacy groups Market Forces and the ACCR aggressively sponsor shareholder resolutions against resource companies. 16, 2017 (interview) “Activism – A Return to Large-Caps and an Eye on Europe,” Forbes, Sept. The SEC Staff Guidance was issued due to concerns surrounding the increasingly outsized role and influence of proxy advisory firms on corporate governance matters in the United States and globally. A shareholder proposal is a resolution that's put forward for consideration at a corporation's annual meeting by an individual shareholder or a group of shareholders rather than by the corporation's board of directors. Shareholder activism in 2019 resulted in 30 campaigns, led by the materials and healthcare sectors in Canada (11 and 6 campaigns, respectively) (as reported in Gryphon Advisors’ Proxy Season in Review). The four guidelines include: Know Your Shareholders (and let them get to know you). Source: FactSet, Activist Insight, Activistmonitor, press articles as of June 30, 2020 – represents the following campaign types: Board control and representation, enhance corporate governance, maximize shareholder value, remove director(s), remove officer(s) and vote/activism against a merger. Recognizing the value of offensive shareholder activism in the decision making of a public company allows for the following theory of shareholder activism: Shareholder activism is a valuable asset in and of itself if the purpose of such activism is to correct managerial inefficiencies. The Shareholder Activist is a network that empowers investors to exercise their rights as equity stakeholders. New approaches are also being deployed by first-time and infrequent activists who don't always operate from the typical activist playbook. The changing role of proxy advisory firms. Shareholder activism remains pervasive in the corporate landscape, as many companies continue to face new, and sometimes more sophisticated, activist situations. Earlier this week, shareholder activist Eric Jackson called on Icahn to run a short slate of dissident directors. The Timken Board: Between a Rock and a Hard Place By Bob Tannous on May 7, 2013. [7] Increasingly, however, the non-financial form of shareholder activism is affecting companies in a range of sectors. Since 2010, the number of shareholder proposals related to executive compensation has. Existential issues of shareholder activism Does shareholder activism create value • L. Maturing of Shareholder Activism Increase in Section 220 Demands Corporate Governance Developments Financial Advisors Board Oversight (“Caremark Claims”) Where Things Stand at Year-End 2019 New York Amber Banks (Meek) Andrew J. Mergers and acquisitions activity has increasingly become a focus for activists. Fairfax is the Alexander Hamilton Professor of Business Law at the George Washington University Law School. Campbell Soup settled with activist hedge funder Dan Loeb just days before a fight was put to a shareholder vote, giving him some board seats and input on choosing the next CEO. , Commissioner Paul S. As the only specialist and the most experienced, boards, management and active investors turn to us for professional advice and execution services to improve outcomes. This advisory discusses some of the areas of comment by the SEC’s staff and reviews SEC disclosure rules that may be applicable to companies engaged in hydraulic fracturing. It is produced by law firms, public relations firms and corporate consultants, all of which look to curry favor with boards and win lucrative advisory contracts. A shareholder activism campaign is likely to trigger weakened share price, valuations and corporate reputations/goodwill of the company – and is a significant source of enterprise risk. As activism becomes more common, Belgium has appeared on the activists. Morgan Stanley MS has been mulling hiring shareholder activism analysts to bolster its. This year, eight of the Top 100 Companies were subject to an activist campaign, up from six of the Top 100 companies in 2014. Such proxy advisory firms tend to support shareholder activist campaigns, according to Coffee, and often side with hedge funds, rather than company leadership, in proxy battles. The companies—known as proxy advisory firms—have significant influence in whether activist campaigns succeed because investors often follow their recommendations in board elections. Three Tesla directors are up for a vote at next week's annual meeting, and one activist shareholder firm wants to dump all of them. Typically, an activist shareholder would require the company itself to call and hold a general meeting at the company’s cost to have the activist’s preferred directors appointed. Activist Investors, Arbs, and Proxy Advisory Firms Behaving Badly. The move would offer ‘another significant shield’ for activists, said Jim Rossman, Lazard’s head of shareholder advisory. As regulations proliferate and scrutiny grows, the need for effective and proactive corporate governance has never been more essential. Shareholder activism works best as part of a multipronged activist strategy, not as a substitute for other types of activism. 2019 shareholder season Proxy Monitor 2019: Social Activists More Active Than Ever This Proxy Season. They’re demanding meetings with executives and seeking board changes. Shareholder Activist: A shareholder activist is a person, who attempts to use his or her rights as a shareholder of a publicly-traded corporation to bring about change within or for the corporation. system has since successfully restrained the. The universe of “activist” shareholders has expanded and their supporters more so. Feinstein ran the M&A Group at Jefferies & Co. An “activism campaign” is defined for these purposes as including:. Key observations from 2019 report include: Activist activity returns to multi-year trend after record 2018. restructured its activism-defense practice over the weekend, forming a new group of bankers that will more broadly prepare companies for shareholder reactions to activist. Shareholder activists have proposed several measures in recent years to push toward this goal—principally age limits and term limits, but also gender and other diversity requirements. Shareholders may also threaten to collapse a firm's stock price through concentrated selling. Existential issues of shareholder activism Does shareholder activism create value • L. Atkins, Shareholder Rights, the 2008 Proxy Season, and the Impact of Shareholder Activism (remarks at the U. Shareholder activism (also called investor activism) is the intervention by shareholders in the running of a company. According to proxy advisory firm Institutional Shareholder Services, 30% of chairman and CEO roles at companies in the S&P 500 were split in 2005. Michael and Kevin Mackey serve on the Board of Directors. Amid a proxy fight with an activist investor, AMAG has a message for its shareholders: Don’t worry, we’ve got a plan. Activist Investors, Arbs, and Proxy Advisory Firms Behaving Badly. INTRODUCTION Activism firm involves the efforts of the shareholders to bring a desired change in the operations of the organizations or to. On Wednesday, July 29, 2015, 12:30-1:30pm EDT, Olshan will present the webinar Shareholder Activism: Investing in a Stronger Corporate America. 2019 shareholder season Proxy Monitor 2019: Social Activists More Active Than Ever This Proxy Season. As the only specialist and the most experienced, boards, management and active investors turn to us for professional advice and execution services to improve outcomes. We predict that public activism is on the cusp of emerging as a prominent and enduring feature of the Australian market. The idea is sufficiently related to share value to attract the support of the large proxy advisory funds, if not. 14 Shareholder Activism jobs available on Indeed. Sandon Capital is an Australian-based activist investment firm. Record shareholder activism is combining with rare hostile takeover bids in Japan, in a trend that’s seen as good news for investors in the country’s $6. Activists tend to demand management changes, pivots in corporate strategy, or some sort of shareholder-friendly move such as a buyback or dividend issuance. Jackson, who has had talks with Icahn's folks, is proposing the billionaire. The impact of shareholder engagement on shareholder activism in the 2013 proxy season. companies with market. BOSTON (Reuters) - Two influential proxy advisory firms said Dine Brands Global Inc (N: DIN) shareholders should reject a proposal to spin off its IHOP pancake house chain in a rebuke to activist. The degree to which shareholder activism is emerging as an important element in policy-making is epitomized by ISS's acquisition of the IRRC proxy advisory business. Boards of listed companies should recognise that shareholder activism is rapidly becoming a larger global governance issue, as hedge fund activists mobilise support from mainstream investors. InGovern’s services include: (a) Vote Recommendations (Proxy Advisory) (b) Corporate Governance Research and Advisory (c) Shareholder Activism (d) Corporate Governance Consulting and Education (e) Risk Monitoring (f) Information Technology Solutions. Our team members have an average of 30 years of proxy experience and demonstrates their in-depth knowledge through the deep exploration and analysis of your shareholder base. Leaders in shareholder activism research, including trend and risk analysis, utilising proprietary risk scores and datasets. Shareholder Rights Spinoff 6 5 Seek Alt, Spinoff United States GE 262,914. The implications of increasing shareholder activism for public companies. The SEC has further proposed a regulatory structure that would undercut the relationship between investor clients and proxy advisory firms such as Institutional Shareholder Services (ISS) and Glass Lewis, with a goal to dramatically undermine the voices of shareholders and produce more management-friendly votes, particularly on matters such as. , a major proxy-advisory company, has come out in favor of a small shareholder-activist group targeting United Kingdom cellphone giant Vodafone Group PLC. Opportunistic investors and shareholder activists can have different agendas, and hostile defense can be a priority. Directors should be well read on this trend and follow key activist issues in the main offshore markets, which are ahead of Australia in this area. A shareholder committee typically holds two or three short meetings a year. Euromoney North America's best bank for advisory 2020: JPMorgan. Three Tesla directors are up for a vote at next week's annual meeting, and one activist shareholder firm wants to dump all of them. Hoffman, The "Duty" to Be a Rational Shareholder, 90 MINN. natural gas producer, have a lot to prove to shale investors burned by lousy earnings and busted budgets. Berman will join Lazard’s growing Shareholder Advisory practice, which serves corporate leaders and boards of directors with insights on shareholders, helping clients. A group of activist shareholders — including an Oregon-based order of Roman Catholic nuns — has successfully passed a resolution requiring gunmaker Sturm Ruger to report on the violence its. Profits from January 1 toMarch 31, 2020 were JPY5 billion, which amounts to USD$46. Sandon Capital is an Australian-based activist investment firm. The new group of roughly 80 bankers merges the Financial Strategy Group and the Shareholder Advisory and Data Science group and will be lead by Muir Paterson who has been running Citi’s activist defense group. Dissertation on "Does Shareholder Activism generate value?", an in-depth study of the investment returns generated from shareholder engagement and activist investing. Joele Frank was the #1 PR advisory firm for both M&A and bankruptcy in the first quarter of 2020, according to The Deal’s latest Power Rankings. They urged a "no" vote on the re-election of three Yahoo board members who had served on the company's executive pay committee. In 2017 and 2018, several activist campaigns aimed at Dutch multinationals made headlines in the Netherlands, as well as abroad, including in particular the Boskalis versus Fugro battle and later the campaign of Elliott Advisors against AkzoNobel. Please tell me how much you TRUST businesses. Adé Heyliger is a partner in Weil’s Public Company Advisory Group and is based in Washington, D. Nicholas Peck is a Senior Managing Director in the New York office and has conducted litigation support, international asset searches, fraud investigations, corporate control contests, and domestic and international due diligence for more than 30 years. The practice of activism has evolved, its players have grown more sophisticated, and companies and their communications teams must evolve in turn to effectively defend themselves from potential attack. Reprinted with the permission of The Legal Intelligencer. This is a unique offering that provides forensic accounting, investigative, communications and industry capabilities that go far beyond traditional due diligence and financial analysis. Apply to Vice President, Analyst, Business Analyst and more!. Shareholder activism was at the forefront of major corporate events during 2013. 1 He asserted to us that he can reliably forecast poor future performance for companies when managers behave evasively during their shareholder meetings. 14, 2017 (interview). Activism in the Restaurant Industry. Arm your team with real-time visibility and executive-ready reporting that captures full economic exposure by activist actors, including equity, options and potential counterparty swap arrangements. For example, Blackrock failed in its attempt to vote down G Resources’ asset disposal and H Partners failed in its demand to have HKET declare special. The SEC Staff Guidance was issued due to concerns surrounding the increasingly outsized role and influence of proxy advisory firms on corporate governance matters in the United States and globally. Our unclaimed property services improve shareholder satisfaction while reducing shareh older maintenance cos ts for the company. Defenses against shareholder activists include tracking the bank’s performance to peers, as well as the bank’s shareholder rights practices and compensation in relation to peers, because that’s what the activists do, said Rusty Conner, an attorney with Covington & Burling. Critics denounce the notion of focusing on shareholder value as a euphemism for doing things that “help” boost a company’s share price in the short run. 5 One major reason for this is the role of proxy advisory services. Lazard’s Shareholder Advisory Group (Lazard) reported that approximately 46% of all activist campaigns in the first half of 2019 had an M&A angle, as activists continue to see these transactions as opportunities to increase returns for shareholders. shareholder activism and mergers and. Shareholders may also threaten to collapse a firm's stock price through concentrated selling. The Ardent outcome completely skewers these two proxy advisers and the advice provided to shareholders. Say on pay (SOP) is a form of shareholder activism where shareholders express their opinions on executive compensation by casting a vote in the annual general meeting. He has advised on a broad range of engagements including M&A, shareholder activist situations, proxy contests, consent solicitations, and corporate governance matters, among others. The SEC has further proposed a regulatory structure that would undercut the relationship between investor clients and proxy advisory firms such as Institutional Shareholder Services (ISS) and Glass Lewis, with a goal to dramatically undermine the voices of shareholders and produce more management-friendly votes, particularly on matters such as. The companies—known as proxy advisory firms—have significant influence in whether activist campaigns succeed because investors often follow their recommendations in board elections. Olshan Frome Wolosky LLP announced today that its Shareholder Activism Practice has been named the leading legal adviser to activist investors around the globe in the inaugural Bloomberg Activism Advisory League Tables. Since 2012, Activist Insight has provided its diverse range of clients with the most comprehensive information on shareholder activism worldwide. Existential issues of shareholder activism Does shareholder activism create value • L. The digital distribut…. These data provided a source of exogenous variation, useful to avoid the flaws in prior cross-sectional studies, because the Harvard. By Michael Fox. Ackman also put up an alternative executive to Canadian Pacific in the form of E. Charlie will provide strategic counsel to clients on a variety of shareholder-related issues, with particular emphasis on activist situations and proxy fights. Activist investors are relatively new – but very influential – players in international capital markets. View Video. Deep Value: Why Activist Investors and Other Contrarians Battle for Control of Losing Corporations is a must-read exploration of deep value investment strategy, describing the evolution of the theories of valuation and shareholder activism from Graham to Icahn and beyond. His task was made immeasurably harder a few years ago when Institutional Shareholder Services (ISS) and Glass Lewis, which together comprise 97 percent of the market for proxy advisory services. Previously named the #2 global shareholder activism defense IR advisor in Bloomberg's 2019 Global Activism Market review, ICR continues to be one of the most called upon firms to advise public. A month at a Vietnamese rubber manufacturer. As regulations proliferate and scrutiny grows, the need for effective and proactive corporate governance has never been more essential. the head of shareholder advisory at Lazard, which. Some activists argued, however, that public pressure on companies at shareholder meetings is more successful in triggering change. An activist shareholder sought to shake up a money-losing company. French shareholder activist Colette Neuville argued that Arcelor should adopt provisions more in line with other European countries, allowing shareholders to vote on takeover defences. For example, Blackrock failed in its attempt to vote down G Resources’ asset disposal and H Partners failed in its demand to have HKET declare special. D at Kingsdale Advisors. shareholder activism where the interests of activists deviate from firm value due to conflicts. The overall activism trend has been prominent in the restaurant space as soft consumer spending coupled with promotions/discounts has weighed heavily on restaurant profitability. Activist Investors, Arbs, and Proxy Advisory Firms Behaving Badly. As activism becomes more common, Belgium has appeared on the activists. Reforms to quell shareholder activism would no doubt go down well with boards in the resources sector. We work closely with Lazard's industry groups and practice specialists to create defenses against activists or unsolicited takeover attempts, and to build shareholder support for strategic transactions. To help predict activist targets, FTI Consulting has built a proprietary Activism Screener that uses a variety of quarterly reported metrics to determine the vulnerability of U. The interplay between governance and activism. Mark Mikullitz Joins Firm as a Managing Director in New York. The ability to vote in an advisory capacity on the matter strengthened their voice. For a discussion of proxy contests and other shareholder activist campaigns, see our publication, dated November 28, 2016, entitled “2016 U. Chamber of Commerce, July 2008) (correctly noting that “[c]ritical thinking about costs and benefits ought to be at the center of the Commission’s regulatory philosophy” in the context of proposed. performance as measured by total shareholder return (TSR). 1 He asserted to us that he can reliably forecast poor future performance for companies when managers behave evasively during their shareholder meetings. Bruce Goldfarb of Okapi Partners, a proxy solicitation, information agent and specialty advisory firm, will join Steve and Aneliya to provide a proxy solicitor's perspective. Shareholder activism is expected to bounce back in the second half of 2020 after many investors shied away from big boardroom battles in the first six months of the year as the coronavirus roiled. Greenwald. Step Three in Becoming Your Own Activist: Develop a Culture Focused on Shareholder Value The term “shareholder value” has been much maligned in the media over the last several years. Activism can include anything from a full-blown proxy contest that seeks to replace the entire board, to shareholder proposals asking for policy changes or disclosure on some issue. Then, should a proposal be accepted and added to a company’s proxy statement, there is a struggle for shareholder approval. Chevron shareholders voted Wednesday to approve a proposal requiring additional climate-related lobbying disclosures by the giant energy company, marking a major victory for climate activists. Shareholder Activism Shareholder activism is here to stay and well-funded activist hedge funds are setting their sights on bigger targets to generate the outsized returns they and their investors expect. Advice on Negotiating Settlements with Shareholder Activists – Statistics show that better than 4 out of 5 announced proxy contests and shareholder activism disputes get settled, prior to ever proceeding to a final vote. In a few short years, shareholder activism has gone from a niche hedge fund activity, almost exclusively focused in the US, to an increasingly global activity. Shareholder activism generally refers to actions undertaken by shareholders that are aimed at causing one or more changes within or for a corporation. and Canada according to the Screener’s results. The proposed revisions to Rule 14a-8 (PDF), which the SEC published Nov. Activists around the globe, including more and more European activists, are diversifying their targeting strategy, increasingly investing in mid- and micro-cap companies across many European markets. According to proxy advisory firm Institutional Shareholder Services, 30% of chairman and CEO roles at companies in the S&P 500 were split in 2005. Much Shareholder Activism Not About Share Value. 5, would place new restrictions on who may file proposals, increase the amount of support a proposal must earn to qualify for resubmission the following year, and impose new requirements on proxy advisory firms. Morrow Sodali today announced the formation of a Strategic Advisory Board comprising world-class executives and consultants from a wide range of disci. 15, 2019 /CNW/ - The Laurel Hill Advisory Group is pleased to announce that it has been recognized by the Activist Insight 2018 Intermediary Awards as a Top 10 Proxy. Taxin was President of the Clinton Group, a multi-strategy activist hedge fund, where he led more than 40 activist investments. Tesla board signed off Musk’s gigantic compensation plan in March 2018. a specialist climate advisory and investment firm. The day of drama in the City came amid the biggest wave of shareholder activism since Labour first introduced the "say on pay" for shareholders a decade ago. Much Shareholder Activism Not About Share Value. This evasive conduct might include answering. In 1998, the Rockefeller family led a shareholder revolt against Exxon over its climate change policy. Shareholder activist tactics are evolving as hedge funds deploy capital in a market where much of the low-hanging fruit has been plucked and target companies are more aware and better defended against traditional strategies. and honing their attack strategies. shareholder activism proving most beneficial to target companies. 537, 537 (2006) ("American public shareholders are uniquely blessed by the freedom to do what they will. Taxin was the co-founder and CEO of Glass, Lewis & Co. The research design had two components: A review of the academic literature and current business articles on activism; Unstructured interviews with KOLs about shareholder activism and associated issues, including. The company’s monetization strategy involves selling some of their unused lands and partnering with developers to build industrial parks for Chinese. The support of traditional institutional investors has been a game changer for shareholder activism. CIC merges with Shareholder Communications Corp. To a large extent, activism is a debate about capital deployment, risk tolerance, and performance—topics that are typically part of management’s and the board’s agenda in the normal course of business. Our goal is to create a platform for responsible shareholder activism ensuring the viability and sustainability of companies we co-own. French shareholder activist Colette Neuville argued that Arcelor should adopt provisions more in line with other European countries, allowing shareholders to vote on takeover defences. Defenses against shareholder activists include tracking the bank’s performance to peers, as well as the bank’s shareholder rights practices and compensation in relation to peers, because that’s what the activists do, said Rusty Conner, an attorney with Covington & Burling. LONDON--(BUSINESS WIRE)--Morrow Sodali today announced that Charles A. Entrepreneur. Permission is granted to download and print the materials on this web site for personal, non-commercial use only, and to display it on your personal computer provided you do not modify the materials and that you retain all. Prior to forming Spotlight Advisors, Mr. JPMorgan Chase is bringing dealmaking and capital markets expertise to its shareholder advisory group as part of a broader effort to help clients fend off activist investors, ahead of what is. Free essays, homework help, flashcards, research papers, book reports, term papers, history, science, politics. “Activist advisory firm— Bangalore-based InGovern—had cried foul and advised institutional investors to vote against it as the merger effectively almost more… Posted in News Tagged CCM , Court Convened Meeting , economic times , Escorts , ET , iias , InGovern , MD Pai , mint , Mohandas Pai , Mr. The proxy advisory business is dominated by just two companies, Institutional Shareholder Services and Glass Lewis, which provide shareholder advice on how to vote on contentious issues including. Posted in Boards of Directors, SEC Guidance, Shareholder Activism On July 10, 2020, the Securities and Exchange Commission (the “SEC”) proposed changes that would substantially reduce the number of investors required to file quarterly reports showing their holdings of U. 3 per cent of the vote respectively. Counting up the votes from a shareholder meeting is not as easy as one might think. Brav, and W. announced that its shareholders approved a nonbinding proposal from activist shareholders (Relational Investors and Calstrs—California State Teachers’ Retirement System, who together own 7. The degree to which shareholder activism is emerging as an important element in policy-making is epitomized by ISS's acquisition of the IRRC proxy advisory business. won its bitter proxy war Wednesday, it learned a valuable lesson on retail shareholder engagement in fending off activist investor Nelson Peltz, analysts said. The goals of activist shareholders range from financial to non-financial. Professor Fairfax's scholarly interests include corporate governance. FTI Consulting’s Activism and M&A Solutions practice offers comprehensive consulting on activist engagements and M&A situations. The universe of “activist” shareholders has expanded and their supporters more so. As regulator, and following on from the public reports on this subject, the Autorité des Marchés Financiers proposes a number of targeted measures to enhance transparency for the market and dialogue between issuers and shareholders. ACTIVIST INVESTMENT. Voting for shareholder proposals, however, is nonbinding since management has the authority to reject the proposal even if it received majority support from shareholders. The economic climate is ripe for another golden age of shareholder activism. Shareholder activists are on the war path, proxy firms are more vocal, deal jumps are getting more frequent – interlopers are all over the place. shareholder activism where the interests of activists deviate from firm value due to conflicts. Two firms—Institutional Shareholder Services (ISS) and Glass-Lewis—control. (ISS) is a proxy advisory firm. Shareholder Activist: A shareholder activist is a person, who attempts to use his or her rights as a shareholder of a publicly-traded corporation to bring about change within or for the corporation. the head of shareholder advisory at Lazard, which. The information is not intended to be, and should not be construed as, financial, legal or other advice,. The day of drama in the City came amid the biggest wave of shareholder activism since Labour first introduced the "say on pay" for shareholders a decade ago. 16, 2017 (interview) “Activism – A Return to Large-Caps and an Eye on Europe,” Forbes, Sept. Olshan’s Shareholder Activism Practice Named Top Legal Adviser to Activist Investors Worldwide in Bloomberg’s Inaugural Activism League Tables January 15, 2020 Olshan Recognized as “Best Law Firm” by U. The businessman is supported by several advisory bodies to shareholders, including the influential Institutional Shareholder Services. Citigroup (ticker: C) announced on Thursday that it was merging its Financial Strategy Group and Shareholder Advisory and Data Science Group into a new structure called Strategic Advisory Solutions. ” Continued strength on say-on-pay. Since 2003, public companies across North America have looked to the expertise of Kingsdale Advisors to help them reach out to shareholders and secure the success of transactions or resolutions driven by shareholder votes. The interruption to normal business life has resulted in on-going activist campaigns being put on hold. Recognizing the value of offensive shareholder activism in the decision making of a public company allows for the following theory of shareholder activism: Shareholder activism is a valuable asset in and of itself if the purpose of such activism is to correct managerial inefficiencies. We analyze whether nonbinding voting is an effective mechanism for conveying shareholder expectations. Advised Alcobra Ltd in its defense against shareholder activist Brosh Capital. We devise and implement active engagement strategies that seek to unlock value inherent in listed companies, securities and trusts in our investment portfolios. Professor Fairfax's scholarly interests include corporate governance. Earlier this week, shareholder activist Eric Jackson called on Icahn to run a short slate of dissident directors. In addition, the author publishes and sells 13D research reports, whose buyers may include representatives of participants in, and targets of, shareholder activism. a proxy advisory firm in California. COMMENTARY. Later he headed up activism for the Clinton Group, with IR Magazine calling him one of the ‘new guard in shareholder activism’. Matt Sherman `03 President Joele Frank. 2018 Review of Shareholder Activism LAZARD'S SHAREHOLDER ADVISORY GROUP J A N U A R Y 2 0 1 9 Lazard has prepared the information herein based upon publicly available information and for general informational purposes only. Lazard's annual review of shareholder activism compiles and analyzes data on key activism trends globally. Shareholder activist campaigns have continued to make news. A dedicated activist and board member in various business associations, and civil society NGO’s for the promotion of SME Development, Enterpreneurship, Corporate Governance, Business Ethics, Transparency, Access to Information, Anti-Corruption, Accountability, and Quality Principles. The aggressive brand of investor activism that irked Gross is starting to unnerve other bond investors. analysis is used to gather the data on shareholder activism restricted it from getting a simple majority vote. An activist shareholder is a shareholder that uses an equity stake in a corporation to put pressure on its management. companies with market. de Wied Steven Epstein Christopher Ewan Arthur Fleischer, Jr. Such proxy advisory firms tend to support shareholder activist campaigns, according to Coffee, and often side with hedge funds, rather than company leadership, in proxy battles. This year is no different, but that doesn’t mean nothing else changes. We also examines the variety of initiatives you can engage in order to address shareholder activism and pre-empt an activist campaign. 7838 Australia: +61. ” Continued strength on say-on-pay. Skytop Video Series: Interviews at Shareholder Activism NY 2018; The Great Debate with David Katz & Eleazer Klein – Skytop Strategies. for activist shareholder information. The company’s monetization strategy involves selling some of their unused lands and partnering with developers to build industrial parks for Chinese. Based in New York, Mr. In the first nine months of 2018, there were 40 activist campaigns against European companies. Colosimo Warren S. Shareholder activism in 2019 resulted in 30 campaigns, led by the materials and healthcare sectors in Canada (11 and 6 campaigns, respectively) (as reported in Gryphon Advisors’ Proxy Season in Review). Activist investors have more cash and are chasing bigger targets. for Pol’y Res. Shareholder activists are on the war path, proxy firms are more vocal, deal jumps are getting more frequent – interlopers are all over the place. Georgeson's 2019 European Proxy Season Review Each year Georgeson publishes an annual review of the European AGM season, containing a comprehensive analysis of trends witnessed in the following major markets: UK. Shareholder activists are on the war path, proxy firms are more vocal, deal jumps are getting more frequent – interlopers are all over the place. Shareholder activism is exploding: The number of activists is increasing, and their tactics and strategies are changing. provides corporate governance consulting, proxy solicitation and M&A services to leading companies in the US and Canada. Mergers and acquisitions activity has increasingly become a focus for activists. Rowe Price. Lazard’s dedicated Shareholder Advisory team serves corporate leaders and board directors with relevant, timely insights on shareholders. Harvard Roundtable on Shareholder Engagement. Cinedigm Corp. The 2014 edition of ProxyPulse™ revealed that the shareholder activism environment has intensified over the past year, and that trend is unlikely to subside. Although unlikely, there is also a risk that an activist could convince a court. 2019 shareholder season Proxy Monitor 2019: Social Activists More Active Than Ever This Proxy Season. age” of activist investing. Activists tend to demand management changes, pivots in corporate strategy, or some sort of shareholder-friendly move such as a buyback or dividend issuance. NEW YORK and TORONTO, Jan. Shareholder activists, or activist investors, seek to bring about change in a company by leveraging their rights and power as shareholders. Our Activism & Contested Situations Advisory Group helps clients effectively anticipate, prepare and respond to shareholder demands by providing strategic guidance in these highly charged and critical situations,” added Ron Knox, CEO, of Morrow Sodali US. The world's largest shareholder activist defense practice. Deep Value: Why Activist Investors and Other Contrarians Battle for Control of Losing Corporations is a must-read exploration of deep value investment strategy, describing the evolution of the theories of valuation and shareholder activism from Graham to Icahn and beyond. Lazard’s Shareholder Advisory Group (Lazard) reported that approximately 46% of all activist campaigns in the first half of 2019 had an M&A angle, as activists continue to see these transactions as opportunities to increase returns for shareholders. 11/1/91 ($ 36. This year, eight of the Top 100 Companies were subject to an activist campaign, up from six of the Top 100 companies in 2014. As we approach the end of 2019 the maturity of the activism market in the. Kekst CNC Tokyo 15th Anniversary Forum - Shareholder Activism in Japan Shareholder activism has made massive inroads into Japan over the last four years. The 41-year-old, who was head of performance at Australia Athletics, will join the troubled. Taxin was the co-founder and CEO of Glass, Lewis & Co. —Union-backed shareholder activism has failed to increase shareholder value, according to a new report released today by the U. The major Wall Street banks have been building their shareholder advisory and activism defense teams of late. D at Kingsdale Advisors. In DAS, Lance advises clients on carve-out financial statement matters related to US GAAP reporting, sell-side advisory support and due diligence, and TSA’s. COVID-19 has brought about tremendous change around the world, with effects expected to linger for years to come. The article covered recent developments that have changed the corporate governance environment, specifically the growing influence of shareholders on management, the impact of shareholder engagement on shareholder activism, the interplay between governance and activism, the changing role of proxy advisory firms and the increase of shareholder. Typically, this will initially involve thorough analysis, risk assessments, shareholder identification and engagement exercises prior to a full service proxy solicitation and vote-tracking campaign. “The best defense is a good offense” is the collective view of a recently-assembled expert panel on shareholder activism. •Proxy advisory firms, including Institutional Shareholder Services (“ISS”) and Glass Lewis & Co. Shareholder activism by institutional investors is seen as the way to improve corporate accountability. As well as advising your shareholders to support you, putting in the work with the proxy firms means that if ‘an activist comes calling, the proxy advisory firm will really understand your company and [be able to] ask some meaningful questions of the activist,’ says Bridges. From 2012 until 2019, the Shareholder Forum provided free research analytics of "Say on Pay" proxy voting results, allowing website visitors to enter the name or ticker symbol of a company or index to see the kind of graph shown on the right. 9%, see Clifford Chance LLP. Morrow Sodali today announced the formation of a Strategic Advisory Board comprising world-class executives and consultants from a wide range of disci. 5799 Europe (France): +33. Chamber of Commerce and other business groups have lobbied the SEC for years to rein in proxy advisers, arguing that the firms are conflicted and. The world's largest shareholder activist defense practice. • Pfizer has even gone so far as to initiate face-to-face meetings between its board of. The Shareholder Activist is a network that empowers investors to exercise their rights as equity stakeholders. IPO advisory / Capital raisings. How these exemptions will be applied in practice remains to be seen, including as to shareholder meetings involving multiple and related proposals, and proxy advisory firms will retain their outsized influence on some of the most sensitive and critical situations facing a company.