“The increase in settlements with activists by U.S. companies was the most significant trend in shareholder activism in 2016. Institutional investors have publicly voiced concern about companies settling so easily. It will be interesting to keep an eye on strategic developments at these companies in 2017 and beyond, as well as how these settlements affect management and employee turnover.”
Jay Frankl, Senior Managing Director
Country:
USA
Average % of insider ownership:
Activism
Threat Level
To learn more about this country, please click on the tabs below
With more than 2,900 activist campaigns recorded since 2010, activist shareholders have become increasingly comfortable operating within U.S. jurisdictional requirements. The U.S. offers a stable regulatory environment and currency conditions, favorable shareholder by-laws, and easy access to capital, all of which make it the “home base” for activist investors.
Shareholders must disclose beneficial ownership of more than 5% of a public company’s registered voting equity securities. Investors report holdings using a Schedule 13D filing within ten business days after their holdings exceeds 5%, unless they are eligible to report their holdings on a short-form Schedule 13G. 13G filings are reserved for investors acting in the ordinary course and without a control purpose or effect (i.e. passive investors).
Structural company defenses include poison pills, staggered boards, limited ability to call a special meeting, and denying replacement of directors without cause. Stringent advance notice and other warning systems for shareholder proposals can serve as a structural defense.
Some states have an anti-takeover statute that prevents shareholders that independently from the board purchased 15% or more of a company from engaging in certain business combination transactions with the company for a period of three years.
Top Campaigns by Type
1. Gain Board Representation
2. Amend Bylaw
3. Push for Sale of Company to third Party
Campaigns By Year
Total
Campaigns
Notable Invested Activists
• Carl Icahn
• GAMCO Investors
• Bulldog Investors
Recent Activism Campaigns
| Marathon Petroleum | VS. |
Elliott Management |
| Chipotle Mexican Grill, Inc. | VS. |
Pershing Square Capital |
| Williams Companies, Inc. | VS. |
Corvex Management LP |
Total Active
Campaigns
Contact FTI Consulting
Capital Markets Research and Activist Engagement
Managing Director
+1 312 861 4721
Geoff.Serednesky@FTIConsulting.com
Americas Head of Capital Markets Communications
Senior Managing Director
+1 (312) 553 6707
Bryan.Armstrong@fticonsulting.com
Head of Activism and M&A Solutions
Senior Managing Director
+1 (202) 312 9216
Jason.Frankl@fticonsulting.com