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Shareholder Activism in Europe SHAREHOLDER ACTIVISM IN EUROPE 2021 The sixth edition. CONTENTS Shareholder Activism in Europe 2021 03 FOREWORD Josh Black, Insightia 05 UK Josh Black, Insightia 08 LEADERSHIP IN THE SPOTLIGHT Tom Matthews, Guy Potel, & Sonica Tolani, White & Case 10 WHEN EVERYONE’S A POTENTIAL ACTIVIST Ed Bridges, FTI Consulting 13 FRANCE Iuri Struta, Insightia 16 ACTIVISM EN MARCHE Saam Golshani, Diane Lamarche, & Simon Martin-Gousset, White & Case 18 BEWARE THE REOPENING Borja Miranda Johansson, Morrow Sodali 21 GERMANY John Reetun, Insightia 24 WELCOME TO GERMANY Dr. Murad Daghles & Dr. Thyl Hassler, White & Case 26 SOUTHERN EUROPE Iuri Struta, Insightia 28 LEADERSHIP IN THE SPOTLIGHT Dr. Jason Caulfield, Deloitte 30 NORTHERN EUROPE John Reetun, Insightia 32 THE THRIVING ESG LANDSCAPE Rebecca Sherratt, Insightia 34 SELLER BEWARE Eleanor O’Donnell, Insightia All rights reserved. The entire contents of Shareholder Activism in Europe 2021 are the Copyright of Insightia Ltd. No part of this publication may be reproduced without the express prior written approval of an authorized member of the staff of Insightia Ltd, and, where permission for online publication is granted, contain a hyperlink to the publication. The information presented herein is for information purposes only and does not constitute and should not be construed as a solicitation or other offer, or recommendation to acquire or dispose of any investment or to engage in any other transaction, or as advice of any nature whatsoever. Published by: 4 Old Park Lane Image credits (all Shutterstock.com): Insightia Mayfair, London, W1U 6PZ Page 6, Barclays: Electric Egg; Page 9, NMC Health: +44 (0) 20 7129 1314 ThomasAFink; Page 14, Maisons Du Monde: sylv1rob1; www.insightia.com Page 17, AMF: Maxime Tschauturia; Page 22, [email protected] 1350 Avenue of the Americas Commerzbank: nitpicker; Page 25, Grenke Bank: Yingko; Twitter: @InsightiaLtd New York, NY, 10019 Page 26, UniCredit: andersphoto; Page 30, Nordea: Rolan +1 646 475 2214 Magnusson; Page 35, Wirecard: ThomasAFink The views expressed in this report are strictly those of the authors and should not be in any way attributed to White & Case, FTI Consulting, Morrow Sodali, Deloitte, or members of those firms (together, the sponsors). Except where expressly stated, the content has been produced by Insightia and has not been reviewed by the sponsors. Further, articles by White & Case are not intended to be legal advice, on which local counsel’s views should always be sought. SHAREHOLDER ACTIVISM IN EUROPE Homegrown activism has kept activist investing in Europe alive in a year when COVID-19 limited imports, writes Insightia Editor-in-Chief Josh Black. Activist investing rose substantially in Europe between 2014 listing review could create grievances and opportunities for and 2018, with the number of companies publicly targeted activism. almost doubling in that period as stronger valuations for U.S. stocks and the dollar made its equities look comparatively Moreover, much of the stigma of operational activism has attractive. By 2019, when we last published Shareholder worn off, especially in key markets like the U.K., France, and activism in Europe, some of the steam had been let out, Germany, which host some of Europe’s global companies. although the continent’s core markets remained robust. Takeover opportunities will be plentiful and the dollar could strengthen again, inviting American activists, which have remained surprisingly successful in forcing changes, to return. “COVID-19 HAS UNDOUBTEDLY DEALT ACTIVISM A TOUGH HAND IN EUROPE.” In the meantime, European activists like Amber Capital, Bluebell Capital, and Veraison Capital have had good pandemics and are now demanding equal billing with Cevian COVID-19 has undoubtedly dealt activism a tough hand in Capital as the faces of European activism. A much longer list Europe. Investors with a primary or partial focus on activist is in the same queue, while ESG activism is being pioneered in strategies reduced their activity more sharply in Europe than Europe, as much as in the U.S. in Asia, Canada, and the U.S. in 2020 and the weakness has continued in the first quarter of 2021. Instead of the average Moreover, as Activist Insight’s merger with Proxy Insight 18 European companies targeted by these dedicated activists to form Insightia allows us to highlight, there is more to in the first quarter, only nine were publicly subjected to activist shareholder engagement in Europe than activist hedge funds. demands in the first three months of 2021. ESG shareholder proposals and compensation rebellions are increasing in number, just as “say on pay” votes are expanded Whether this is a permanent impairment is a key question for by the Shareholder Rights Directive (SRD II). Activist short this report. Japan is competing for activist dollars, while the campaigns have not been deterred by past regulatory hostility, number of campaigns may trend down globally because some especially after Wirecard added to their credibility. funds have pivoted in whole or in part to buying companies whole, or credit investing. With that in mind, it is a pleasure to welcome some new sponsors to this report, including law firm White & Case, FTI We at Insightia think there is room for optimism. Although a Consulting, Morrow Sodali, and Deloitte. Thank you to all of series of government lockdowns and a sluggish vaccine rollout them for their support. have limited the opportunity set while the virus is rampant, Europe will emerge from the pandemic in short order, leaving You can listen to a podcast discussing the report on our plenty of companies in need of restructuring or guidance. website, YouTube, or wherever you get your podcasts. Just Changes to the U.K. governance rules following Lord Hill’s search for The Activist Insight Podcast. THE ACTIVIST INSIGHT PODCAST SHAREHOLDER ACTIVISM IN EUROPE SPECIAL LISTEN NOW SHAREHOLDER ACTIVISM IN EUROPE 2021 | www.insightia.com 3 INTELLIGENT INTELLIGENT INTELLIGENT INTELLIGENT INTELLIGENT INTELLIGENT INTELLIGENT INTELLIGENT INTELLIGENT INTELLIGENT INTELLIGENT INTELLIGENT INTELLIGENT INTELLIGENT INTELLIGENT ANALYTICS ANALYTICS ANALYTICS ANALYTICS ANALYTICS ANALYTICS ANALYTICS ANALYTICS ANALYTICS ANALYTICS ANALYTICS ANALYTICS ANALYTICS ANALYTICS ANALYTICS WHERE INTELLIGENCE MEETS ANALYSIS GOVERNANCE • ENGAGEMENT • STEWARDSHIP UK Activism took a backward step in the wake of the COVID-19 pandemic but the U.K.’s place as Europe’s busiest market remains secure, writes Josh Black. The number of U.K.-based companies publicly targeted by “A lot of Americans come to Europe when there’s nothing left to activist investors fell by almost one-third to a three-year low do here,” James Rasteh, the founder of New York-based Coast in 2020. Yet despite the apparent respite, activity remained Capital, told Insightia, speculating that 2021 could see that above the level in the years preceding 2016’s Brexit referendum, pattern re-emerge. His fund continues to push FirstGroup to further proving that the U.K.’s shifting economic relations will break up, and is simultaneously asking the transport company not stop the roar. to electrify its fleet, in yet another example of ESG activism taking root. Liad Meidar, managing partner at London-based small-cap activist Gatemore Capital Management, said 2020’s drop-off Moreover, activism may have become normalized by four years had pragmatic and aesthetic origins, as fund managers focused of elevated activity and the listing of numerous activist funds their attention on the health of existing portfolio companies in London (Pershing Square Holdings, a public vehicle for Bill and swore off new campaigns for aesthetic reasons. “Trying to Ackman’s firm, joined the FTSE 100 in 2020). And institutional optimize a company’s governance or other more aggressive investors increased their opposition to U.K. remuneration activist approaches could come across as tone-deaf and proposals for the third consecutive year to an average of 8% in unsympathetic,” he said of proxy season last year. 2020. Indeed, activists that did press ahead with campaigns found themselves stranded by broad disapproval. Only 33% of public “WE’RE MOVING TOWARDS LESS OF A demands were at least partially successful last year, only CHECK-THE-BOX ENVIRONMENT ON the second year since 2014 that the level had dipped below VOTING.” 50%, according to Activist Insight Online. And the number of board seats won by dissidents roughly halved from 31 to 16. Two concurrent proxy contests at Petropavlovsk failed and “We’re moving towards less of a check-the-box environment on Sherborne Investors declined to nominate Ed Bramson for voting,” Meidar says. “It should make boards think twice about another run at a Barclays board seat – although the activist how they’re compensating management.” remains engaged. Both Rasteh and Meidar see opportunities for M&A and Still, 2020 was not all quiet and the outlook for 2021 looks event-driven campaigns in 2021, and are equally excited about brighter. The $3.7 billion invested in newly disclosed activist the prospect of more special purpose acquisition companies investments at U.K.-headquartered companies by dedicated (SPACs) listing in London, after Lord Hill’s listing review – itself activists was again far in excess of other countries, boosted by inspired by an explosion of initial public offerings in the U.S. Cevian Capital taking a position in Pearson and a major Third Point Partners campaign at Prudential that led to a breakup of Some U.S. SPACs are led by activists, others may become the insurer’s Asian and U.S. assets. activist targets. Meidar, in particular, notes that many SPACs are struggling to find sensible acquisition targets, which portends Non-European investors accounted for a respectable 30% of the numerous opportunities for turnarounds down the road. companies publicly targeted in 2020. Since 2014, non-European activists have been involved at 35% of targets, although 2018 “As someone who’s focused on Europe, I’m sick of Americans and 2019 were bumper years thanks to a combination of high having all the fun,” Rasteh concludes.
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