“As evidenced by Kraft’s abandoned bid for Unilever, corporate governance and an engaged shareholder base can provide a strong defense against activist investors and takeovers. However, significant regulatory and political developments have ratcheted up the scrutiny on the practices of U.K. companies and the effectiveness of the Boards running them. Whether Brexit and its associated uncertainties act as a deterrent or opportunity for further activist campaigns from abroad remains to be seen; however.”

Jonathan Neilan, Managing Director

Country:
U.K.

Country: U.K.

Average % of insider ownership:

2.36

Activism
Threat Level


To learn more about this country, please click on the tabs below


During 2017, significant scrutiny was placed on the practices of U.K. companies, with politics shining a light on the interaction between Boards, shareholders, and wider stakeholders. In April, the department of Business, Energy, and Industrial Strategy issued the findings of an “enquiry” into U.K. corporate governance; in August, the U.K. Government published recommendations on proposed revisions to legislation and the corporate governance regime; and, the scrutiny on U.K. corporate governance reached a crescendo in December, when the Financial Reporting Council proposed its revisions to the U.K. Corporate Governance Code.

In the midst of all these regulatory developments, the number of FTSE 250 companies receiving less than 80% support for remuneration resolutions at AGMs doubled, while there was a 200% increase in votes against Director re-elections at FTSE 350 companies. All of this was in addition to the six companies that were forced to withdraw remuneration resolutions prior to meetings in the face of investor pressure.

The U.K. is usually targeted by event-driven U.S. hedge funds and alternative investors. Initiatives such as the Stewardship Code introduced in 2010 and 2012 – and due to be revised in 2018 – have been successful in spurring a far greater level of engagement between institutional shareholders and Boards. Nonetheless, in recent years institutional investors have become more active and, on occasions, formed alliances with alternative investors. Companies that do not have regular meaningful dialogue with their investors run the greatest risk of attracting activist campaigns.

U.K. incorporated issuers are required to make disclosures when they reach three percent of total voting rights and each whole percentage point thereafter. While non-U.K. incorporated issuers are required to disclosure at 5, 10, 15, 20, 30, 50 and 75 percent of total voting rights.

Five percent of voting rights gives shareholders the power to require a general meeting be held, circulate a statement, propose a resolution for the annual meeting, and publish a website of audit concerns. Less than 50 percent of voting rights give a requisite majority to pass an ordinary resolution and 75 percent of voting rights give a requisite majority to pass a special resolution.

Structural defenses are limited for U.K. listed companies. Most defenses and poison pills found in the U.S. would constitute a breach of fiduciary duty by the directors of the company in the U.K.

In the context of a possible takeover offer, the General Principles of the Takeover Code prohibits the board from denying its shareholders the opportunity to decide on the merits of a potential takeover bid and from taking certain actions without shareholder approval during the offer period.


Top Campaigns by Type

1. Removal of CEO or Other Board Member
2. Push For Sale of Company to Third Party
3. Oppose Acquisition of Third Party

Campaigns By Year

Total
Campaigns

268

Notable Invested Activists

Amber Capital
Asset Value Investors
PrimeStone Capital

Recent activism campaigns

Smith & Nephew plc
VS.
Elliott Management
London Stock Exchange Group
VS.
The Children's Investment Fund Management (TCI)
IP Group PLC
VS.
J Capital Research Limited

Total Active
Campaigns

23

Contact FTI Consulting

Ed Bridges

Senior Managing Director
+44 (0)20 3727 1067
Edward.Bridges@FTIConsulting.com

Geoff Serednesky

Capital Markets Research and Activist Engagement
Managing Director
+1 312 861 4721
Geoff.Serednesky@FTIConsulting.com