The Evolving Shareholder Activist Landscape (How Companies Can Prepare for It)

Shareholder activists remain an important force in the boardroom. More than 60 activist campaigns were initiated against S&P 1500 companies in 2016. And although activist hedge funds have under‐performed the broad market since 2013, activists’ assets under management are still nearly double their level of four years ago, and announcements of their campaigns continue to be met with increases in the target companies’ stock prices. At the same time, shareholder activism continues to evolve in constructive ways. Most important is the growing support of mainstream investors, as reflected in the increased backing of activist proposals by traditional institutional asset managers and the falling number of openly confrontational campaigns. Activists have also had continued success in gaining board representation, particularly at the largest target companies. And more board seats are being gained by activists in early settlements, which have also been associated with higher stock returns than those campaigns that resulted in later settlements or ended in a proxy contest. During the period 2006–2016, over 40% of activist campaigns made public demands for specific strategic actions, such as selling assets, spinning off divisions, or seeking buyers for the companies. And activist investors have been remarkably effective in accomplishing such changes in that those activist targets urged to seek buyers were four times more likely to be acquired than the average company. At the same time, a growing number of campaigns have focused on operating efficiency, capital allocation, business strategy, and other changes that often require longterm engagement. Perhaps because of their longer‐term focus, such campaigns have also more been likely to result in board seats for the activists. The authors' findings contain a number of messages for corporate managements and boards: listen to your shareholders, and assess your strengths and vulnerabilities through an activist's eyes; build an effective board; articulate your strategy clearly; consider the possibility of activist intervention when planning M&A transactions; and engage early when approached by an activist.