Shareholder Activism Seminar 2021 Video Library

This seminar explores how shareholder activists and the companies they target are shifting gears amid the coronavirus pandemic.

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Election Effect

The Biden administration sets in motion changes at key U.S. regulators, including the Securities and Exchange Commission and Labor Department, that will have implications for activist investors and their tactics. Expect the shift to have both positive and negative consequences for insurgent investors. This panel will look at how changes in the White House will impact regulations on 13D and 13F disclosures, activist wolfpacks, proxy adviser recommendations, proxy plumbing, shareholder proposals, ESG initiatives and universal proxy cards. How will the world of activist investing be affected by these changes, and which areas should investors, corporates or institutions worry most about?

Moderator: Ronald Orol, Senior Editor, The Deal

Panelist: Ken Bertsch, Former Executive Director, Council of Institutional Investors

Panelist: John C. Coffee Jr., Adolf A. Berle Professor of Law, Columbia Law School

Panelist: Robert Pozen, Senior Lecturer, Technological Innovation, Entrepreneurship, and Strategic Management, MIT Sloan School of Management

Panelist: J.W. Verret, Associate Professor of Law, George Mason University

Norms of the New Normal

As companies and markets settle into a new normal, or at least gain a better handle on their operations amid Covid-19, many traditional activist tactics, including calls for M&A and proxy contests, have returned to the forefront. With piles of private capital waiting in the wings as well as a handful of well-positioned multinational companies considering opportunistic deals, will activist-driven spinoffs, divestitures and outright sales return as they did in years past? Will companies that were unable to adjust to the pandemic be more susceptible to these tactics? What challenges lie ahead in activist efforts to drive M&A or force change at companies to improve the bottom line?

Moderator: Daniel Ganitsky, Partner, Proskauer

Panelist: Mack Abbot, Vice President, Investment Stewardship, BlackRock

Panelist: Michael Ellis, Partner, Proskauer

Panelist: Laurie Hays, Managing Director, Edelman

Hostile Bids and Activism

In recent years, activists and private equity firms have teamed up to launch unsolicited bids and director fights, combining efforts to buy companies. The practice has continued amidst the Covid-19 pandemic. At the same time, dozens of companies have installed poison pills in attempts to thwart unsolicited bidders and activists. This panel will review hostile bids, director fights and anti-takeover devices amidst an M&A environment that is bringing together private equity shops with capital to invest and undervalued target companies, whose valuations have dropped amid the pandemic dislocation.

Moderator: Ronald Orol, Senior Editor, The Deal

Panelist: Douglas Braunstein, Founder and Managing Partner, Hudson Executive Capital

Panelist: Kai Liekefett, Partner, Sidley Austin

Panelist: James Rasteh, Founding Partner, Coast Capital

Panelist: Andrea Rose, Partner, Joele Frank

Keynote Interview with Anne Simpson, Managing Investment Director of Board Governance and Sustainability, CalPERS

More than 540 investors, responsible for over $52 trillion in assets under management, are engaging companies on improving climate change governance, cutting emissions to achieve net zero by 2050 and strengthening climate-related financial disclosures in an initiative called Climate Action 100+. Investors working through the initiative are now engaged across 33 markets and represent over 50 percent of all global assets under management. CalPERS is the convener and co-founder of Climate Action 100+ and Anne Simpson is the investor representative for North America and chairs the Asia Advisory Group. She will discuss the initiative’s strategy for engagement with boards and senior management across various sectors, regions and business types.

Interviewer: Mindy Lubber, Chief Executive Officer and President, Ceres

Speaker: Anne Simpson, Managing Investment Director of Board Governance and Sustainability, CalPERS

To Settle or go the Distance?

Corporations that are faced with activist campaigns must decide — do they settle or fight it out to the finish? When companies push back, the most aggressive fund managers turn to their biggest weapon — the proxy fight. By threatening to elect dissident director candidates or, in many cases, actually nominating board candidates, activists can often drive change. In recent months, activists and hostile bidders have sought to elect directors employing written consent solicitations or at a special meeting, in addition to the traditional annual meeting contest. How can corporations encourage institutional investors’ support or discourage votes for the dissidents, including the nomination of new incumbent board-backed directors? How have these dynamics changed as balance sheets become more pressured and markets remain in flux?

Moderator: Armie Lee, Writer, The Deal

Panelist: Jonathan Duskin, CEO & Portfolio Manager, Macellum Capital Management

Panelist: Patricia Figueroa, Senior Vice President, Gladstone Place Partners

Panelist: Yaron Nili, Assistant Professor, University of Wisconsin-Madison

Panelist: Patrick Gadson, Partner, Shareholder Activism and Mergers & Acquisitions, Vinson & Elkins

Staying Ahead of the Curve

Boards and management of publicly traded companies frequently turn to bankers, attorneys, proxy solicitors and other advisers, including stock watch services, in an attempt to prepare themselves for the potential onslaught of insurgent managers. C-suite executive directors, meanwhile, play “war games” of sorts, mapping out how they would respond if an activist came knocking with a laundry list of operational suggestions. This panel will examine how companies prepare for the potential of activist insurgencies, including starting a regular dialogue with their largest institutional investors. What tools are available for companies in preparing for activists, and how can companies use those tools to actively manage their businesses to preempt shareholder unrest?

Moderator: Ronald Orol, Senior Editor, The Deal

Panelist: Benjamin Colton, Global Co-Head of Asset Stewardship, State Street Global Advisors

Panelist: Josh Dubofsky, Partner, Latham & Watkins

Panelist: Richard Gluckselig, Executive Director, Assistant General Counsel and Assistant Secretary, Regeneron Pharmaceuticals Inc.

Spotlight Interview: Restoring Investor Confidence in the Energy and Power Sector

With flawed capital allocation, misalignment of incentives and a lack of preparation for energy transition, many investors view the energy and power sector as being broken. A company’s ESG profile is increasingly becoming an impediment to institutional ownership of energy. To restore investor confidence companies in the sector are looking at their operating models, corporate governance, environmental stewardship and perhaps the most challenging transformation – executive compensation. Historically, most activists have struggled in the energy sector, perhaps due to the timing of commodity cycles and a focus on the sum-of-the parts portfolio management that does not address the underlying issues. As a sector specialist and a direct operator, Mark Viviano, Managing Partner & Portfolio Manager at Kimmeridge, will address the root cause of the problems in the sector and how to fix them.

Interviewer: Tom Terrarosa, Senior Editor, The Deal

Speaker: Mark Viviano, Managing Partner & Portfolio Manager, Kimmeridge

Governance Diversity

Proxy advisers, ESG advocacy groups and institutional investors alike continually update their governance standards. These standards, which are increasingly focused on demographic and gender diversity as well as executive pay, capital allocation and sustainability practices at the world’s top companies in 2021, are also key tools in driving activist campaigns. Reports from institutional shareholders or proxy advisers can have wide-ranging implications in determining how investors vote on key companywide decisions and how boards and management teams are composed, governed and judged. This panel will review the latest in governance standards, including recommendations, policy changes and listing standards that could drive shareholders to seek change at companies that have fallen behind the times.

Moderator: Frank Aquila, Partner, Sullivan & Cromwell

Panelist: Peggy Foran, Chief Governance Officer, SVP and Corporate Secretary, Prudential Financial, Inc.

Panelist: Shane Goodwin, Associate Dean, Professor of Practice Graduate Programs & Executive Education, Department of Finance, The Cox School of Business, Southern Methodist University

Panelist: Preston Hopson, Senior Vice President, General Counsel, and Secretary, Tetra Tech, Inc.

Panelist: Patrick McGurn, Special Counsel & Head of Strategic Research & Analysis, Institutional Shareholder Services

Panelist: Melissa Sawyer, Partner, Sullivan & Cromwell

Prioritizing Shareholders, Customers and Employees

The term “stakeholder capitalism” became a new buzzword for corporate activity after the Business Roundtable in 2019 issued a statement in which CEOs committed to “deliver value for all stakeholders,” not just shareholders. This panel will examine how the needs of a company’s management team align with the needs of those on the floor or those of customers. It will review the way companies enact sustainable and profitable practices without short-changing customers. The panel also will examine how companies manage shareholder concerns and sustainable practices and explore correlations between employee morale, share performance and customer satisfaction. Activist investing is also often in the mix, with insurgent managers often targeting corporate capital expenditures and second-guessing management decision making on key investments. Panel members will review the types of operational tactics often employed by activist managers.

Moderator: Ronald Orol, Senior Editor, The Deal

Panelist: Kathleen Camilli, Independent Director, UniFirst Corporation, NACD Leadership and Governance Fellow

Panelist: Kal Goldberg, Partner, Finsbury Glover Hering

Panelist: Sheila Hooda, Director, ProSight Global, ScION Tech Growth I and II, Mutual of Omaha

Panelist: Tensie Whelan, Director, NYU Stern School of Business’s Center for Sustainable Business

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