Shareholder activism is a phenomenon where shareholders of a corporation attempt to influence a company’s operations or direction, often seeking changes in governance, environmental practices, or other aspects of the business. This approach has gained momentum in recent years as more investors look for ways to enhance the value of their investments or address concerns about the practices of companies in which they hold stock. The rise of shareholder activism has led to a diverse range of strategies and tactics employed by activists, making this a relevant topic for both companies and investors to stay informed about.
As shareholder activism has evolved, it has had a significant impact on the corporate landscape. Various players in shareholder activism have emerged, including institutional investors, hedge funds, and individual shareholders. These activists employ multiple tactics to achieve their objectives, such as launching public campaigns, proposing resolutions at shareholder meetings, or engaging in behind-the-scenes negotiations with the board of directors. In this context, corporations need to understand and respond effectively to shareholder activism to protect their interests and maintain a healthy relationship with their investor base.
Key Takeaways
- Shareholder activism involves investors influencing corporate operations or direction, often leading to changes in governance or business practices.
- The landscape of shareholder activism has become diverse, with key players including institutional investors, hedge funds, and individual shareholders.
- Companies must remain vigilant and respond effectively to shareholder activism to ensure long-term success and a strong relationship with their investors.
Evolution and Impact of Shareholder Activism
Shareholder activism has undergone significant changes, evolving in the United States since the early 1900s when financial institutions actively participated in corporate governance. However, enacting securities laws in the 1930s reduced their power and limited their governance role 1.
Despite the changing landscape, shareholder activism remains an essential force in shaping corporate environments and influencing critical decisions, thanks primarily to the involvement of activist hedge funds and the rising popularity of environmental, social, and governance (ESG) initiatives 2.
Influence of Activist Shareholder Movements
Audit activist movements have played a crucial role in corporate governance by fostering transparency and holding management teams more accountable for their decisions. Activists often leverage their stock purchases to push for changes within a company, such as altering board composition, amending dividend policies, or even pursuing corporate governance reforms.
A growing trend in activism is the focus on ESG issues, which evaluate companies’ environmental, social, and governance performance. ESG activism has successfully prompted corporations to adopt more sustainable business practices and prioritize long-term value creation for shareholders and society3.
Role in Shaping Corporate Governance
Shareholder activism has significantly influenced corporate governance by driving reforms and encouraging more robust oversight. Activists often participate in proxy contests, where they challenge incumbent board members and propose new nominees, ultimately leading to better long-term performance and improved corporate governance 4.
In recent years, the activism landscape has shifted, with investors supporting more resolutions related to ESG initiatives or calling for golden parachute restrictions5. This transformation indicates that activists are increasingly focusing on a broader range of issues beyond traditional corporate governance concerns, making a lasting impact on company performance and shaping the future direction of businesses.
Major Players in Shareholder Activism
Among the most influential forces in shareholder activism, specific names and organizations stand out for their impact and success. One such notable figure is Carl Icahn, a renowned investor and activist who has targeted many companies since the 1980s (source). His tactics have been diverse and, at times, bold, contributing to his reputation as an influential figure in the industry.
BlackRock, one of the world’s largest asset managers, is another major player in shareholder activism. With its significant financial resources, it actively engages with companies to enact change on various issues, including corporate governance and sustainability (source). As such, BlackRock has considerable influence over the policies and decisions of companies it invests in.
Nelson Peltz and his investment firm, Trian Partners, are also noteworthy in shareholder activism. Their approach towards activism primarily focuses on creating long-term value for shareholders by addressing underperformance and other areas of concern within the targeted companies (source). Trian Partners has been successful in various high-profile cases, demonstrating its effectiveness in advocating for shareholder interests.
These major players in the shareholder activism landscape have contributed to shaping corporate policies and practices over the years. Their efforts continue to influence companies across the United States and beyond, showcasing the power of shareholder activism in enacting meaningful change.
Strategies and Tactics of Activists
From Offensive to Defensive Strategy
Shareholder activism has evolved, with activists employing different strategies and tactics in their campaigns. In the past, offensive strategies, such as hostile takeovers and forceful demands for change, were common. However, as the market became more sophisticated, activists had to adapt their tactics and shift towards a more defensive strategy. This approach involves engaging with companies to influence corporate actions and advocating for change collaboratively.
One of the new tactics activists use today is the shareholder resolution, which allows shareholders to submit proposals for a vote at the company’s annual meeting2. This method is not only more diplomatic but also encourages management to consider the proposed changes seriously. Other forms of activism include launching media campaigns, building alliances with other shareholders, and engaging with regulatory authorities to highlight issues and seek redress.
Leveraging Proxy Contests
In response to the evolving landscape, activist shareholders are also increasingly using proxy contests as an effective means of pushing for change3. In a proxy contest, an activist shareholder seeks to elect their preferred candidates to the target company’s board of directors. By doing so, the activist can gain influence over the corporation’s decisions and ensure their objectives are considered.
Proxy contests involve several vital steps. First, activists must nominate director candidates and then persuade other shareholders to vote. To do so, they use various tactics, such as media campaigns, disclosing their positions, and releasing “white papers” to outline their stance and proposed changes.
In conclusion, shareholder activism strategies have evolved from offensive to defensive, focusing on collaboration and engagement instead of outright confrontation. Activists now use shareholder resolutions and proxy contests to push for changes within target companies, ultimately seeking to create value for all shareholders.
The Role of Institutional Investors and Hedge Funds
In shareholder activism, institutional investors and hedge funds play a significant role in shaping corporate governance and business strategies. These entities possess considerable resources and influence, making their involvement in shareholder activism crucial for the success of various initiatives.
Institutional investors, such as mutual and pension funds, own 70-80% of the U.S. capital market1. Their significant stakes in companies give them a strong voice in corporate governance and strategic decisions. These investors often engage with companies on various issues, ranging from board composition to environmental, social, and governance (ESG) concerns. Their long-term investment horizon enables them to focus on sustainable value creation and push for reforms that benefit all stakeholders.
Hedge funds, on the other hand, are often perceived as aggressive and short-term-focused activists. Their strategies usually include public campaigns and proxy fights, aiming to challenge a company’s governance, management, and business strategies. Despite the small percentage of managed equities owned by activist hedge funds (around 0.3%)3, their impact is disproportionately high due to their ability to garner support from other shareholders, particularly long-term institutional investors.
In many instances, hedge funds rely on the backing of institutional investors to achieve their objectives. As these investors share similar concerns about corporate performance and governance, they can forge strategic alliances, working together to prompt change at target companies. This collaboration benefits both parties – hedge funds gain the support they need to drive their campaigns. At the same time, institutional investors leverage the activism expertise and resources of hedge funds to implement value-enhancing reforms.
In summary, institutional investors and hedge funds play distinct yet complementary roles in shareholder activism. Institutional investors, with their long-term perspective and significant ownership stakes, serve as crucial allies for hedge funds in initiating and implementing change. By working together, these entities can effectively influence corporate governance and business strategies, ultimately fostering sustainable value creation for all stakeholders.
Corporate Response to Shareholder Activism
Shareholder activism involves a range of activities by shareholders of a publicly traded corporation to bring about change within the company. These changes typically focus on corporate governance, management, financial performance, or social and environmental issues. Corporate response to shareholder activism can take various forms depending on the nature of activism encountered.
In the face of shareholder activism, the board of directors often play a crucial role by assessing the demands put forth by the activists. This involves evaluating the credibility of the activist shareholders, the legitimacy of their concerns, and the potential impact on the company. Boards may engage in open dialogue with the activists to better understand their perspectives and assess the merits of their proposals. In some cases, boards may collaborate with activists to implement changes that benefit the company and its shareholders. Responding to activist shareholders, boards may also improve corporate governance practices, enhance transparency, and increase accountability towards the shareholders.
Management teams within companies also have an essential role in addressing shareholder activism. They can proactively communicate with shareholders to build trust and maintain investor confidence. By demonstrating a commitment to addressing critical concerns, management teams can often preempt activist targeting and avoid unwarranted attention from activist shareholders. Ensuring that strong internal controls and risk management procedures are in place can also help mitigate the risk of shareholder activism. Additionally, management teams can explore strategic alternatives that enhance shareholder value and address activist concerns.
In certain situations, companies might find themselves in litigation resulting from shareholder activism. This could occur when a company faces derivative lawsuits, proxy contests, or disputes over corporate governance issues. In such circumstances, corporations will need to use legal resources and engage in strategic decision-making to address and resolve disputes with shareholders effectively. While litigation can be costly and time-consuming, it might sometimes prove necessary to protect the interests of the company and safeguard the rights of its shareholders.
In summary, corporate response to shareholder activism is multifaceted, involving the active participation of the board of directors, management teams, and, occasionally, the legal system. Understanding the concerns of activist shareholders, maintaining open communication, and implementing changes where appropriate can help companies constructively address activism and sustain shareholder value.
The Impact of Shareholder Activism on Mergers and Acquisitions
Shareholder activism is where shareholders use their equity stake to influence corporate actions, typically to enhance the company’s value. This practice has grown in recent years and has significantly affected the mergers and acquisitions (M&A) landscape.
One significant impact of shareholder activism on M&A is that activist investors often push for changes in a company’s M&A strategy. This might include urging the company to sell parts of its business, pursue desired acquisitions, or demand better terms in ongoing deals. Historically, M&A has been among the top objectives for shareholder activists.
The role of shareholder activism in M&A is notable, considering that many activist campaigns focus on unlocking the value in the target companies by changing their strategic direction. Corporate raiders, for instance, are a type of activist investor who acquires a significant amount of a company’s shares to resell them at a profit after forcing a change in management, strategy, or M&A activities.
A key area of shareholder activism in the M&A context is the push for board representation. Activists strive to ensure their voices are heard by gaining board seats, impacting M&A decision-making processes. This approach has proven effective, as Institutional Shareholder Services (ISS) estimates that activists won board seats in 68 per cent of proxy fights in 2013.
Shareholder activists have also been successful in garnering legitimacy in the corporate world. As a result, they are increasingly seen as valuable contributors to corporate strategy discussions, including those related to M&A. This legitimacy has prompted more activist investor involvement in M&A situations and, consequently, influenced the outcomes.
In summary, shareholder activism has had a considerable impact on mergers and acquisitions by influencing companies’ M&A strategies, pushing for board representation to ensure that their desired changes are enacted, and fostering a growing acceptance of activist investors’ role in corporate governance. As shareholder activism continues to evolve and play a significant role in the business landscape, its influence on M&A transactions is expected to persist.
Shareholder Activism in the Age of Social Media
In recent years, the rise of social media has significantly impacted various aspects of society, including shareholder activism. Shareholder activism refers to the actions taken by shareholders of a company to influence its management and decision-making processes. It involves shareholders using ownership rights to advocate for changes in corporate policies, strategies, governance, or other aspects of the company’s operations.
The increased use of social media platforms has provided shareholders with a powerful tool to promote their activism agendas. Through platforms such as Twitter, Facebook, and LinkedIn, activist shareholders can launch publicity campaigns to garner public support and pressure the targeted company’s management. These publicity campaigns can quickly reach a broad audience, enabling shareholders to reach more stakeholders.
For example, activist investors might use social media to raise awareness about corporate governance issues or advocate for changes in a company’s direction. By spreading their message through social media, they can engage with other shareholders, influence public opinion, and even attract media attention. In turn, this increased visibility can exert pressure on the company’s management and board to address the concerns raised by the activist investors3.
However, it is essential to note that the impact of social media on shareholder activism is not exclusively positive. Using social media as a tool for activism has also raised concerns about the potential for misinformation and manipulation. In some cases, activist shareholders may exploit social media to disseminate inaccurate or misleading information about a company to manipulate share prices or create chaos within the organization.
Despite these potential pitfalls, social media platforms are crucial in shaping modern shareholder activism. The ability to communicate quickly and reach a wider audience has undoubtedly transformed the landscape of shareholder activism, providing new opportunities and challenges for activist investors and companies alike5.
Footnotes
https://papers.ssrn.com/sol3/papers.cfm?abstract_id=959670 ↩ ↩2 ↩3 ↩4
https://corpgov.law.harvard.edu/2023/03/28/the-evolving-battlefronts-of-shareholder-activism/ ↩ ↩2 ↩3 ↩4
https://esgresearch.pro/what-is-esg-research-a-comprehensive-guide/ ↩ ↩2 ↩3 ↩4
https://onlinelibrary.wiley.com/doi/abs/10.1111/j.1745-6622.2007.00125.x ↩ ↩2 ↩3
https://corpgov.law.harvard.edu/2014/10/06/the-recent-evolution-of-shareholder-activism/ ↩ ↩2
