While the majority of proxy contests are still waged at companies that many would categorize as small-caps or micro-caps, activist shareholders continue to set their sights on larger targets. In recent years, shareholder activists have demonstrated that large-cap companies are far from immune from shareholder activism. While large-cap companies still account for a comparatively small portion – approximately 5% – of activists’ total investments, the headlines are replete with stories of well-known, highly-respected, large-cap companies that have been targeted by activist investors. Some estimate that last year, more than a third of new investments by activists targeted companies with market caps over $2 billion and last year the number of companies worth more than $10 billion that were targeted by activist investors was almost twice as high as it was in 2012.
In previous webinars, we have explored shareholder activism’s seemingly ever-increasing momentum and how shareholder engagement strategies can make a company less vulnerable to an activist and even be outcome determinative if the activist campaign escalates into a proxy contest. In this webinar, we will provide insights into what is driving activism at large cap companies and how shareholder activism at a large-cap company can be very different from shareholder activism at small-cap and micro-cap companies. We will also review some of the attributes that make a large cap company a target for a shareholder activist, early warning signs of an activist targeting a large cap company, tools of the activist that is targeting a large cap company, steps that a large cap company can take now to prepare for a shareholder activist and common mistakes that large cap company boards make in preparing for and responding to shareholder activists.
For this webinar, hosted by CommPro.biz Contributing Editor Gene Marbach, we have assembled a panel of experts, all of whom bring to the discussion extensive experience in advising both large-cap and small-cap companies on how to prepare for and respond to shareholder activists and the campaigns they may wage.
CommPRO.biz Contributing Editor
Gene focuses on communications and business-related topics with insights informed by his more than 30 years of experience in investor relations and corporate communications, most recently as group vice president at Makovsky + Company, an investor relations and public relations firm. Gene is a prolific commentator on issues relating to investor relations and corporate communications and a frequent speaker and moderator at webinars and seminars focused on best practices in investor relations and corporate communications as well as evolving practices such as the use of social media to communicate with investors, whether in the context of a company’s routine quarterly earnings announcements or less routine events such as planning for an IPO, responding to an activist shareholder, executing an M&A strategy or responding to a crisis.
Partner, Morgan, Lewis & Bockius LLP
Keith E. Gottfried is a partner in Morgan, Lewis & Bockius LLP’s Business and Finance Practice and leads the firm’s shareholder activism defense practice. Mr. Gottfried concentrates his practice on advising public companies, including their boards of directors and special committees, with regard to proxy contests, activist shareholder campaigns, contests for corporate control, mergers and acquisitions, corporate governance, securities regulation, and New York Stock Exchange and NASDAQ compliance. Over the course of a legal career that spans more than 20 years, Mr. Gottfried has been involved in numerous high-profile proxy contests, unsolicited bids, and mergers and acquisitions. Mr. Gottfried is frequently quoted by the national business media on issues relating to shareholder activism and is the author of numerous articles discussing strategies that companies and their boards of directors can take to prepare for and respond to proxy contests and other activist shareholder campaigns.
Managing Director, FTI Consulting
Steven Balet, a Managing Director at FTI Consulting’s Strategic Communications practice. Over the past 20 years, Steven has developed extensive experience advising public companies and hedge funds of all sizes on contested proxy campaigns; corporate-governance issues; and mergers and acquisitions (M&As). He also has extensive experience working with issuers to develop the most effective messaging for delivering the vote; and routinely counsels clients on how to engage third-party advisory groups, such as Institutional Shareholder Services (ISS). Leveraging best-in-class analysis that he has accumulated on various activist stockholders and their techniques, Steven drives messaging, strategic planning and influencer engagement to insulate his clients from proxy threats in and outside of proxy season.
Corporate Director, Third Creek Advisors, LLC
Adam J. Epstein is a corporate director and a special advisor to small-cap boards through his firm, Third Creek Advisors, LLC. He is the author of The Perfect Corporate Board: A Handbook for Mastering the Unique Challenges of Small-Cap Companies (McGraw Hill, 2012). Adam is a National Association of Corporate Directors Board Leadership Fellow, and is a small-cap features contributor to Directorship magazine. Prior to governing and advising small-cap companies, he co-managed special situation hedge funds operated by Enable Capital Management, LLC that invested in more than 500 small-cap financings. Adam started his career as an attorney at Brobeck, Phleger and Harrison. He earned a juris doctor from Boston University, and a bachelor of arts, cum laude, from Vassar College.
Senior Managing Director, Georgeson, Inc.
William (Bill) Fiske, a Senior Managing Director with the proxy solicitation firm of Georgeson Inc. Bill develops and implements targeted investor communication strategies for publicly- traded companies involved in shareholder meetings and corporate actions, including negotiated mergers and acquisitions, unsolicited takeovers, shareholder activism and proxy contests. With more than 20 years of experience providing companies with strategic proxy solicitation and corporate governance counsel, Bill’s expertise spans across a variety of governance topics, most notably his understanding of institutional investor voting policies. He is also actively engaged with clients on executive compensation and strategic corporate governance consulting.
Partner, Joele Frank
Sharon Stern, a partner at Joele Frank, with more than 15 years of experience providing counsel to executive teams and Boards of Directors involved in complex situations that could compromise a company’s business strategy or reputation, including M&A, proxy contests, shareholder activism defense, spin-offs, short-attacks, management changes and litigation, among others. She works with companies to develop corporate communications and investor relations programs to advance business strategies, implement best practices in corporate governance and enhance a company’s reputation. Sharon and her partners defend companies against activist shareholders, including advising corporations in their interactions with dissident shareholders. Select activist situations include LSB (v. Engine Capital and Starboard), Nuance (v. Icahn), The Jones Group (v. Barington Capital), Abraxas Petroleum (v. Clinton Group), Cypress BioScience (v. Ramius, which is now Starboard).