Changing Management in the Face of Shareholder Activism: Issues to Consider
CHANGING MANAGEMENT IN THE FACE OF SHAREHOLDER ACTIVISM: ISSUES TO CONSIDER Melissa Sawyer and Matt Friestedt* Recently it has become relatively common for shareholder activists to advocate for changes in senior management, not just changes in board composition.1 In the face of this pressure, some companies have announced changes to their leadership teams.2 These * Melissa Sawyer is a partner in the Mergers and Acquisitions Group of Sullivan & Cromwell LLP, and Matt Friestedt is a partner in that firm’s Executive Compensation and Benefits Group. 1 See, e.g., Bill George & Jay W. Lorsch, How to Outsmart Activist Investors, HARVARD BUS. REV. (May 2014), http://hbr.org/2014/05/how-to-outsmart-activist-investors/ar/1; MOODY’S INVESTORS SERVICE, SHAREHOLDER ACTIVISM: IMPACT ON NORTH AMERICAN CORPORATE SECTORS 10, 12, (Mar. 2014); Doug Steiner, Wes Hall: From Mail Room Clerk to Bay Street Power Broker, THE GLOBE AND MAIL (Jan. 30, 2014), http://www.theglobeandmail.com/report-on-business/rob-magazine/make-friends- now-or-enemies-later/article16579456/?page=1 (“Wall Street agitators…want underperforming executives to raise shareholder returns fast, or get out of the way”). For example, Hertz Global Holdings Inc.’s Chairman and CEO Mark Frissora stepped down from his position less than three weeks after activist investors Carl Icahn and Fir Tree Partners called on him to resign, and was replaced by an interim CEO as the board searched for a long-term replacement. Alexandra Higgins, Hertz CEO Frissora Resigns Amid Investor Pressure, CQ ROLL CALL WASHINGTON CORPORATE GOVERNANCE BRIEFING, 2014 WL 4401300 (Sept. 8, 2014).
[Show full text]