DOCSLIB.ORG

Shareholder Activism in the Technology Sector: Activism in a COVID-19 World

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
Shareholder Activism in the Technology Sector: Activism in a COVID-19 World June 10, 2020 Shareholder Activism in the Technology Sector: Activism in a COVID-19 World Jen Fitchen ([email protected]) Partner, Co-Chair of Mergers and Acquisitions Practice Kai Liekefett ([email protected]) Partner, Co-Chair of Shareholder Activism Practice Derek Zaba ([email protected]) Partner, Co-Chair of Shareholder Activism Practice Private & Proprietary Shareholder Activism in the Technology Sector Contents • Introduction • The Activism Landscape • Current Topics of Interest and Implications for Shareholder Activism – Technology M&A Market – Capital Allocation – Guidance – Poison Pills • Recommendations Appendices Appendix: Sidley Activism Practice and Speaker Bios SIDLEY AUSTIN LLP Private & Proprietary 2 The Activism Landscape Past Crises have Driven Change in Activism Landscape Pre-2001 2000s 2010s • Conversations driven • Actively managed funds still • Index funds are largest by active managers growing but index funds shareholders and begin Shareholder • Proxies voted from gaining share supporting activists with smaller ownership Bases the mailroom • Proxy voting teams established • Index fund influence at major institutional investors • Actively managed funds is limited shrinking and consolidating • Majority voting, special • Structural defenses • Classified boards dismantled at meeting rights, proxy access Legal intact largest companies; other Defenses/ defenses begin to crack commonplace • Poison pills • Normal course poison pills Governance commonplace • Backlash against poison pills largely non-existent • Barriers to entry for activist ? • “Corporate Raiders” • Advent of modern activism funds come down Activism • Largely driven by M&A • Rise of balance sheet activism Landscape thesis; hostile takeovers and financial engineering • Size of company is not a barrier to activist attack • Rise of operational activism • Increased import of ESG Financial Frauds/ Great COVID-19 Sarbanes-Oxley Recession/ Dodd-Frank SIDLEY AUSTIN LLP Private & Proprietary 3 The Activism Landscape The Activism Wave Continued into the Start of 2020 Shareholder Activism was Near Record Levels in 2019 Campaigns Proxy Fights 400 375 350 364 349 336 342 300 245 271 250 261 238 200 150 100 105 106 105 92 93 97 88 81 50 77 0 2011 2012 2013 2014 2015 2016 2017 2018 2019 Source: FactSet SIDLEY AUSTIN LLP Private & Proprietary 4 The Activism Landscape The COVID-19 Impact • COVID-19 “killed” the proxy season for proxy contests o Numerous quick settlements o Many activists decided not to nominate slates o Only a few proxy fights (lowest number of proxy contests in 20 years), mostly at smaller capitalization companies • Numerous other factors relevant to activism were also affected o The M&A market came to a screeching halt; focus shifted towards distressed M&A o Some industries were disproportionately impacted, increasing the possibility of opportunistic hostile M&A o ISS and Glass Lewis indicated more lenient policies on short-term “poison pills,” more than 50 companies have adopted o Capital allocation plans were shelved: “COVID-19 leads to logistical impediments and companies drew down credit lines, cut dividends shifts in timing and strategy, but, importantly, and withdrew guidance also creates opportunities for savvy investors.” Schulte Roth & Zabel LLP, o “Virtual only” annual meetings became the norm Leading activist law firm (March 2020) SIDLEY AUSTIN LLP Private & Proprietary 5 The Activism Landscape Expectations for the Future • Expect new wave of activism later in 2020 o Large activists will weather the storm; some see the “opportunity in a generation”: Starboard, Elliott, Carl Icahn, Pershing Square, Third Point o Smaller activists faced a greater risk of capital redemptions and business closure o However, the quick rebound in the stock market may result in far fewer fund closures than initially expected • Activist strategies and tactics will evolve o In times of uncertainty, shorter and simpler theses, such as M&A and capital allocation, are more attractive to activists Activism After the Financial Crisis o However, M&A and capital allocation theses will need to conform to current environment Proxy Contests 150 • Hostile takeovers will continue to be a threat for 133 130 certain industries 110 87 93 o The 11 year bull-market made it hard to buy 90 companies 70 In some industries, even a 100% premium to 50 o filings of DEFC14A # current share price is often below 52 week high 2004-08 Avg. 2009 2010-19 Avg. SIDLEY AUSTIN LLP Private & Proprietary 6 The Activism Landscape COVID-19 Impact on TSR by Industry TSR for Technology Companies has been Relatively Unaffected Year-to-Date Total Shareholder Return (TSR) by Industry Technology 20 Non-technology 10 0 -10 -20 -30 -40 -50 -60 Source: S&P Capital IQ. Universe is companies with primary exchange in the United States and market cap greater than $50 million. As of May 31, 2020. SIDLEY AUSTIN LLP Private & Proprietary 7 Topic of Interest: The M&A Market for Technology Companies Technology M&A: Down but Not Out • M&A activity has been down across the board, anywhere from 25% to over 50% depending on the market size, geography and industry measured • In the last economic downturn, distressed deal volume increased as many companies have no alternative • However, in the technology sector:, – Capital is more available than in 2008 – According to the latest edition of the EY Global Capital Confidence Barometer, “the technology sector appears to be more confident in the deal outlook than other sectors, with 70% expecting to see the M&A market improve in the short-term compared with 56% of non-technology respondents.” – Fortune recently reported that the cohead of global M&A at Goldman Sachs “expects to see deals in the healthiest of sectors—think tech and health care—and the least viable sectors, like energy. In healthy sectors, M&A will strive for growth, while in the latter, it’s all about survival.” SIDLEY AUSTIN LLP Private & Proprietary 8 Topic of Interest: The M&A Market for Technology Companies Key Conditions for M&A Activity in a Downturn • Consensus on Valuation. Value uncertainty and mismatched valuation expectations are the biggest impediments to M&A activity. Market volatility is the enemy of deal-making. • Need. On the sell-side, financially distressed companies with limited access to capital or growth opportunities may be compelled to transact. On the buy-side, if conditions threaten longer-term financial sustainability, acquisitions may become a critical part of the business strategy. • Synergies. Faced with downward pressure on margins and growth, particularly in markets with an existing leader with a strong market position, smaller companies may look to consolidate with competitors so as to more effectively compete again the leader. • Leveraging Strength. Well-positioned buyers may be able to withstand deal risk in uncertain times to opportunistically acquire companies to increase strength in existing areas, expand into new ones and shore up areas of weakness. • Available Capital. Whether through “dry powder,” financing, access to capital markets or stock-for- stock deals, buyers must have, and be willing, to invest in M&A. • Investor Support. Investor reaction to deal-making is never more important than in turbulent times. A bad deal, or failure to make a deal, may be the very thing that leads investors to support an activist campaign. SIDLEY AUSTIN LLP Private & Proprietary 9 Topic of Interest: The M&A Market for Technology Companies Implications for Technology General Counsel • Know how to use all the tools in your deal kit and tailor the details to the deal, whether it’s: – an acquihire to add key engineers and IP from a small startup whose investors are backing out, – a “pre-packaged 363” bankruptcy sale that lets you acquire assets and leave (almost all) liabilities behind, – a rep and warranty policy that covers you when your purchase price is largely devoted to paying off creditors, or – a stock-for-stock deal to preserve cash and provide upside to offset valuation disagreements. • Focus on the drivers. Of course you want the “best” deal terms, but what that means for your deal may differ significantly depending on whether your deal is driven by need, to achieve synergies or to leverage strength. • Mind the message. What the company and the counterparty communicate about the deal to their investors, employees, customers and partners will be of paramount importance to fully realizing the expected benefits of the deal and avoiding investor backlash. • Be prepared for unwanted suitors and interlopers. Demands for “exploration of strategic alternatives” and agitation against announced transactions are more attractive to activists in this environment, particularly in the healthiest sectors. Be ready for the increased risk with a “break-the- glass” plan that includes contingency communications planning, identifying a crisis team, understanding your structural options and how to effectively deploy them. SIDLEY AUSTIN LLP Private & Proprietary 10 Topic of Interest: Capital Allocation Impact on Activist Demands to Return Capital % of Companies in an Industry that… • Capital allocation demands Easy to analyze and understand; 100% ... Pay A Dividend o 90% does not require any operational 80% expertise; short duration 70% Technology Non-technology Were 60% o less likely to be the main 50% focus over the past decade, but 40% were frequently paired with other 30% activist objectives 20% 10% o Likely to be an increased 0% divergence of opinions within ... Cut Their Dividend investor bases 100% 80% 60% Four tech • Technology industries remain industries with no vulnerable 40% dividend cuts 20% o Fewer technology companies cut dividends; however most do not 0% pay a regular dividend 70% ... Hold Net Cash Above 10% of Market Capitalization o Many tech industries continue to 60% hold substantial net cash 50% 40% 30% 20% Source: S&P Capital IQ. Dividend information as of May 15, 2020; 10% Net cash information as of May 31, 2020. 0% SIDLEY AUSTIN LLP Private & Proprietary 11 Topic of Interest: Financial Guidance Activist Pressure to Increase Guidance • “Guidance Pressuring” % of Companies in an Industry that… o Pressuring companies to issue ..
Load more

Recommended publications
  • From the Bylaws to the Ballot Box
    From the Bylaws to the Ballot Box Preparing for Shareholder Activism and Related Litigation in the 2021 Proxy Season Presented to the Association of Corporate Counsel Bay Area Chapter January 27, 2021 Contents Introduction to Shareholder Activism 4 The Current Activism Landscape 11 Campaign Stages 20 Proxy Fight 21 Hostile Takeover Attempt 24 Advance Preparation 26 Proxy Fight Prep 27 Hostile Takeover Prep 28 Appendix A: Advance Preparation – A Deeper Dive 31 Appendix B: Presenter Bios 41 Confidential & Proprietary ©2021 Vinson & Elkins LLP velaw.com 2 Introduction to Shareholder Activism 3 Introduction to Shareholder Activism Forms of Activism Social Activism •Activists promote social, political, economic or environmental change at target companies (e.g. “2 degrees Celsius,” no fracking, recycling, etc.) Governance Activism Economic Activism •Activists call on the •Activists attempt to effect company to conform to so- change at a public called “best practices” company in order to related to corporate unlock value for governance (e.g. proxy themselves and other access, repeal poison pill, shareholders declassify staggered board, etc.) Confidential & Proprietary ©2021 Vinson & Elkins LLP velaw.com 4 Introduction to Shareholder Activism A Battle for Control • In a public company, strategy is set by the board of directors and management • Historically, a hostile takeover was the greatest threat to the control of the incumbent board of a public company • Today, the greatest threat to the board’s control of a public company’s strategy is from
    [Show full text]
  • Crossing the Street 18 2019
    CROSSING THE 2019 NIRI NIRI ATLANTA HOSTS FIRST STREET 18 CONFERENCE PREVIEW 22 SOUTHEAST CONFERENCE 26 THE VOICE OF THE INVESTOR RELATIONS PROFESSION SPRING 2019 NIRI Celebrates 50 Years of SuccesS The investor relations profession, born in the 1950s as Americans began investing in corporate stock in record numbers, officially came of age in 1969 with the founding of NIRI. Learn how NIRI made a difference during its first two decades. NYSE Stock Exchange, March 30, 1970 MODIR Camp19 Full Page Ad.pdf 1 3/13/19 12:27 PM Ever Felt Like This? C M Y CM MY CY CMY K If you run IR at your company, you’re driving your equity value, from the Chief Intelligence Ocer for the Exchange Traded Funds to shorting capital markets. And markets have and event-driven trends. Be relevant, changed. Your seat at the table can’t accurate and valuable. depend on those out-of-work stock-pickers and sellside analysts. We’re the IR profession’s undisputed Relevant. Accurate. Valuable. market-structure experts. Do what Stop the hit-or-miss conjecture. It’s time your peers are doing. They use data Call 303-547-3350 or visit to lead your executive team and board analytics from ModernIR. ModernIR.com to better understand the realities SPRING 2019 | CONTENTS President and CEO Gary A. LaBranche, FASAE, CAE THE Vice President, Communications and Member Engagement Ted Allen [email protected] Editor Al Rickard, CAE [email protected] Art Direction OF IR Thor Design Studio [email protected] Letters to the Editor The 2019 NIRI Annual Conference and 50th Anniversary Celebration is coming IR Update welcomes letters to the June 2-5, 2019 in Phoenix, Arizona.
    [Show full text]
  • The Costs of Shareholder Activism: Evidence from a Sequential Decision Model
    University of Pennsylvania ScholarlyCommons Publicly Accessible Penn Dissertations Fall 2011 The Costs of Shareholder Activism: Evidence from a Sequential Decision Model Nickolay M. Gantchev University of Pennsylvania, [email protected] Follow this and additional works at: https://repository.upenn.edu/edissertations Part of the Corporate Finance Commons, Econometrics Commons, and the Finance Commons Recommended Citation Gantchev, Nickolay M., "The Costs of Shareholder Activism: Evidence from a Sequential Decision Model" (2011). Publicly Accessible Penn Dissertations. 442. https://repository.upenn.edu/edissertations/442 This paper is posted at ScholarlyCommons. https://repository.upenn.edu/edissertations/442 For more information, please contact [email protected]. The Costs of Shareholder Activism: Evidence from a Sequential Decision Model Abstract Recent work on hedge fund activism documents substantial abnormal returns but fails to answer the question whether these returns cover the large costs of activist campaigns. This paper provides benchmarks for monitoring costs and evaluates the net returns to activism. I model activism as a sequential decision process consisting of demand negotiations, board representation and proxy contest and estimate the costs of each distinct stage. A campaign ending in a proxy fight has average costs of $10.71 million. The proxy contest is the most expensive stage, followed by demand negotiations. The estimated monitoring costs consume more than two-thirds of gross activist returns implying that the net returns to activism are significantly lower than previously thought. Even though the mean net return is close to zero, the top quartile of activists earn higher returns on their activist holdings than on their non- activist investments.
    [Show full text]
  • Facts Favor the Bold in a Proxy Fight
    WHITE PAPER | INVESTIGATIONS AND DISPUTES | USA Facts Favor the Bold in a Proxy Fight THT INV US_FACTS THE FAVOR BOLD IN A 2015 FIGHT_JUNE PROXY CORPORATE RAIDERS ARE OUT. CORPORATE ACTIVISTS ARE IN. Hedge funds flush with cash are pressing companies for significant changes. Even executives seem more willing to pursue acquisitions they have long coveted. In this climate, companies need to be on alert for when — not if — they receive that phone call or email saying, “Game on!” What has become clear in recent years is that the ■■ Debunk claims made by the other side winners of proxy battles or hostile, unsolicited bids are or to further one’s own argument those who can gather the most accurate information ■■ Inform the legal and public relations and use it effectively to make their case. strategy in these battles Just ask Yahoo. In 2012, activist investor Daniel Loeb sent a letter to Yahoo’s board of directors alleging that its new Is Change Better? CEO Scott Thompson had inaccurately added a computer science degree to his resume. Less than two weeks At the heart of many battles is the veracity or viability later Yahoo confirmed the misstatement. This powerful of claims. How did activism affect shareholders in prior use of information immediately undermined Thompson’s situations where the activist challenged management? credibility, resulting not only in Thompson’s resignation ■■ Did the stock price rise or fall? but also in board seats for Loeb and his Third Point ■■ Did the business performance improve? Investments. ■■ How did a company fare when it was acquired? Some of the most iconic raiders of the 1980s and 1990s, such as Carl Icahn and Nelson Peltz, have transformed ■■ Was management retained? themselves into activists, claiming that through their ■■ Did performance decline? efforts to take control of a board or to effect changes at a company they improve shareholder value.
    [Show full text]
  • Keeping Shareholder Activism Alive: a Comparative Approach to Outlawing Dead Hand Proxy Puts in Delaware
    KEEPING SHAREHOLDER ACTIVISM ALIVE: A COMPARATIVE APPROACH TO OUTLAWING DEAD HAND PROXY PUTS IN DELAWARE Danielle A. Rapaccioli* Current trends in shareholder activism have brought to light the competing interests of management and stockholders. With a rise in shareholder activism, firms are continuing to include change in control provisions, known as proxy puts, in their debt agreements to counter activist success. Recent litigation regarding the use of these provisions has created a debate as to whether these provisions are valid under Delaware law. Moreover, companies and lending institutions have morphed these provisions into a more restrictive form, known as “dead hand proxy puts.” The controversy analyzed in this Note arises out of the use of dead hand proxy puts in debt agreements. The Delaware Chancery Court has considered the issue of proxy puts in three recent cases. On no occasion has the court declared traditional or dead hand proxy puts invalid; the court, however, expressed skepticism toward these provisions. With a recognized entrenchment effect on management and a deterrent effect on the stockholder franchise, the court indicated that they could potentially be invalid in Delaware as a matter of public policy. This Note considers the rise of shareholder activism in the United States and the use of both proxy puts and poison pills to defend against activist investors and hostile takeovers. It analyzes the current debate over dead hand proxy puts and compares these provisions to the already illegal dead hand poison pills. It ultimately argues that dead hand proxy puts should be outlawed in Delaware on the same basis as dead hand poison pills.
    [Show full text]
  • Interpreting the Statistics on US Proxy Fights
    Activism & Engagement | Activism in the US Duncan Herrington Managing Director and Head of the Activism Response and Contested Situations Team, Raymond James Interpreting the statistics on US proxy fights Activists targeting mid-sized companies tend to be smaller, younger funds that can be more aggressive with their approach and demands A BAD MOVE Conflicts can become public sooner and quickly escalate to a proxy fight Ethical Boardroom | Spring 2017 www.ethicalboardroom.com Activism in the US | Activism & Engagement Go to the website of The Wall strategy (the most common activist established so they know what to do in Street Journal or any other major objective is to seek the breakup or sale of a those critical moments when an activist company) is much easier, given the greater situation first surfaces. Finally, they are financial news source, submit a universe of potential buyers for a smaller unsophisticated about activists and their search for ‘shareholder activism sized target. What are the consequences for tactics and agendas, or about the process campaign’ and there will be no small-cap firms? of a proxy fight and the strategies to win shortage of stories on recent First, an activist target of this size would one; moreover, their regular corporate high-profile public battles have a small fraction of the resources at its counsel may be, as well. disposal compared to its larger cap peers. As a result, in 63 per cent of the cases between a listed company and While bigger companies may have fully where an activist demanded seats on a one or more activist shareholders.
    [Show full text]
  • Corporate Control Activism"
    Corporate Control Activism Adrian A. Corum Doron Levity Wharton Wharton First draft: March 15, 2015 This draft: October 14, 2015 Abstract This paper studies the role of activist investors in the market for corporate con- trol. We show that activists have higher credibility than bidders when campaigning against entrenched incumbents, and hence, are more e¤ective in relaxing their resistance to takeovers. This result holds although bidders and activists can use similar techniques to challenge the resistance of corporate boards (i.e., proxy …ghts) and have similar gov- ernance expertise. Since activists have a relative advantage in “putting companies into play”, there is strategic complementarity between the search of activists for …rms that are likely to receive a takeover bid and the search of bidders for targets with which they can create synergies and that are available for sale. The analysis sheds light on the in- teraction between M&A and shareholder activism and provides a framework to identify the treatment and the selection e¤ects of shareholder activism. Keywords: Acquisition, Corporate Governance, Merger, Proxy Fight, Search, Share- holder Activism, Takeover. JEL Classification: D74, D83, G23, G34 The paper was previously titled as “The Role of Activist Investors in the Market for Corporate Control”. yThe authors are from the University of Pennsylvania, Wharton School, Finance Department. For helpful comments, we thank Simon Gervais, Vincent Glode, Itay Goldstein, Andrey Malenko, Gregor Matvos, Christian Opp, Bilge Y¬lmaz, the participants at the 7th Summer Finance Conference at the IDC Herzliya, the Summer School on Financial Intermediation and Contracting at Washington University in St.
    [Show full text]
  • Maximizing Shareholder Value? Spotify Direct Public Offering
    Journal of International & Interdisciplinary Business Research Volume 6 Article 6 November 2019 Maximizing Shareholder Value? Spotify Direct Public Offering Hoje Jo Santa Clara University, [email protected] John Throne Santa Clara University Michael Fieber Santa Clara University Follow this and additional works at: https://scholars.fhsu.edu/jiibr Part of the Business Commons Recommended Citation Jo, Hoje; Throne, John; and Fieber, Michael (2019) "Maximizing Shareholder Value? Spotify Direct Public Offering," Journal of International & Interdisciplinary Business Research: Vol. 6 , Article 6. Available at: https://scholars.fhsu.edu/jiibr/vol6/iss1/6 This Article is brought to you for free and open access by FHSU Scholars Repository. It has been accepted for inclusion in Journal of International & Interdisciplinary Business Research by an authorized editor of FHSU Scholars Repository. Jo et al.: Spotify Direct Public Offering MAXIMIZING SHAREHOLDER VALUE? SPOTIFY DIRECT PUBLIC OFFERING Hoje Jo, Santa Clara University John Throne, Santa Clara University Michael Fieber, Santa Clara University The typical method of going public has traditionally been an initial public offering (IPO), whereby a company works with an underwriter syndication to establish a price at which shares will be offered to the public before listing them. The purpose of this paper, however, is to evaluate whether IPOs are truly the best method for taking a company public. To answer this question, at least partially, we explore the upsides and downsides of a direct listing using the music streaming company Spotify (NYSE: SPOT) as a case study. Having officially registered to go public with the SEC and direct listed on April 3, 2018 with $149.01 closing price and a $26.5 billion market capitalization, Spotify becomes the first major private company to list its shares directly to the public on the NYSE without using an underwriter.
    [Show full text]
  • The Big Shorts Saba Capital Netflix Drama
    THE 2020 ADVISER AWARDS THE BIG SHORTS SABA CAPITAL NETFLIX DRAMA ACTIVIST INSIGHT MONTHLY VOLUME 9 ISSUE 11 | DECEMBER 2020 CONTENTS ACTIVIST INSIGHT MONTHLY, DECEMBER 2020. 03 EDITOR’S LETTER | JASON BOOTH, ACTIVIST INSIGHT 04 FEATURE: THE 2020 ADVISER AWARDS 18 THE TERMINATORS | ACTIVIST IN FOCUS: SABA CAPITAL | JASON BOOTH, ACTIVIST INSIGHT 22 NETFLIX DRAMA | IURI STRUTA, ACTIVIST INSIGHT 25 ESG GOES TO WASHINGTON | ESG CORNER | ELEANOR O’DONNELL, ACTIVIST INSIGHT 27 DISCOVERY TIME | VULNERABILITY REPORT: DISCOVERY INC | IURI STRUTA, ACTIVIST INSIGHT 30 THE BIG SHORTS | IBM | ELEANOR O’DONNELL, ACTIVIST INSIGHT 32 SHORT NEWS IN BRIEF 33 NEW SHORT INVESTMENTS 34 NEWS IN BRIEF 38 NEW INVESTMENTS 40 MONTHLY SUMMARY All rights reserved. The entire contents of Activist Insight Monthly are the Copyright of Activist Insight Ltd. No part of this publication may be reproduced without the express prior written approval of an authorized member of the staff of Activist Insight 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) Activist Insight Ltd Mayfair, London, W1U 6PZ Page 7: Evergy, APNPhotography; Page 9: HP, Tomasz +44 (0) 20 7129 1314 Wozniak;
    [Show full text]
  • M&A Group of the Year
    Portfolio Media. Inc. | 111 West 19th Street, 5th Floor | New York, NY 10011 | www.law360.com Phone: +1 646 783 7100 | Fax: +1 646 783 7161 | [email protected] M&A Group Of The Year: Cravath By Elise Hansen Law360 (January 13, 2020, 3:41 PM EST) -- Cravath Swaine & Moore LLP helped steer some of 2019's biggest deals, including energy company Occidental's $57 billion Anadarko acquisition and the $30.5 billion reunion of CBS and Viacom, landing the firm a spot on Law360's 2019 Mergers & Acquisitions Groups of the Year, a distinction earned eight of the last nine years. Cravath helped ink multibillion-dollar deals across a range of industries, from energy to health care to media and entertainment. Partner Thomas Dunn said Cravath's tendency to train its associates on a range of corporate matters, not just mergers and acquisitions, gives attorneys an edge in thinking through complex transactions. "I think the strong, multidisciplinary foundation we all have ... helps us be creative and nimble, as we often encounter in these very complicated transactions very unique, novel situations where we have to problem-solve," Dunn said. One such deal was Occidental Petroleum Corp.'s rollercoaster takeover efforts for Anadarko Petroleum Corp., which ultimately yielded a $57 billion acquisition deal, including debt. Occidental had been wooing the Texas-based energy company but was seemingly thwarted when Anadarko inked a takeover bid with Chevron Corp. in April. Occidental revised its terms, topping Chevron's cash offer and securing a $10 billion side deal with Berkshire Hathaway to help finance the bid.
    [Show full text]
  • Activist Insight and the Wall Street Journal
    2016 ACTIVIST INVESTING An annual review of trends in shareholder activism In association with “Schulte Roth & Zabel … [has] come to dominate the activism market.” — REUTERS “… Schulte Roth & Zabel partners … have UNPARALLELED established themselves as go-to lawyers for activist investors across the United States.” EXPERIENCE — THE AMERICAN LAWYER “SRZ’s clients in the U.S. include several of the highest-profile activist managers …” — FINANCIAL TIMES “Dissident investors are increasingly looking to deploy deep capital reserves outside their bread-and-butter U.S. market, driving Schulte Roth & Zabel LLP to bring its renowned shareholder activism practice to the U.K. – a jurisdiction experts say is on the brink of an activism boom.” — LAW360 Schulte Roth & Zabel is frequently named one of the top law firms for providing legal advice to activist funds. — ACTIVIST INSIGHT AND THE WALL STREET JOURNAL Schulte Roth & Zabel LLP | New York | Washington DC | London | www.srz.com The contents of these materials may constitute attorney advertising under the regulations of various jurisdictions. Editor’s foreword Activist Insight’s Josh Black on a busy year for activism. he end of another year of Microsoft, Darden Restaurants and will be reviewing their options more increased activist activity General Electric added value. frequently in anticipation of activists. T provides a useful opportunity It is not easy to imagine the merger for reflection. What changed in 2015 Moreover, where activists made of DuPont and Dow Chemical in an that wasn’t already in flux and which mistakes, it was far from clear that environment devoid of activists, for trends have been arrested? Is it fair activism was the cause of their trouble.
    [Show full text]
  • New Age of Shareholder Activism
    Ross School of Business at the University of Michigan Independent Study Project Report TERM : Winter 2015 COURSE : ES 750 PROFESSOR : William K. Hall STUDENT : Javier Castellanos, MBA, Gabriel Craft, MBA Erick Goihman, MBA Brandon Meloche, MBA, Erica Sivertson, MBA, MPP, Tim Zepp, MBA TITLE : New Age of Shareholder Activism Final Report - ES750 New Age of Shareholder Activism Description, Analysis and Prescriptive Recommendations for Executives and Directors Authors Javier Castellanos, MBA Gabriel Craft, MBA Erick Goihman, MBA Brandon Meloche, MBA Erica Sivertson, MBA, MPP Tim Zepp, MBA Faculty Sponsor Adjunct Professor Dr. William K. Hall April 2015 New Age of Shareholder Activism Table of Contents Tables & Figures ........................................................................................................................................... 5 Executive Summary ...................................................................................................................................... 6 SECTION I: INTRODUCTION ................................................................................................................... 7 Introduction ............................................................................................................................................... 8 Background for the Research ................................................................................................................ 8 Defining Key Terms Used in the Research ..........................................................................................
    [Show full text]