Activist investors have sent shockwaves through corporations in recent years, personally targeting directors and executives at some of the world’s largest companies. No longer satisfied with operating on the fringes of business, they are now a firm fixture in the boardroom.
Up to a quarter of public companies could be targeted by activist campaigns in the coming years, with directors and executives at those corporations threatened with losing their jobs. The trend, which began in corporate America, has spread to the UK, Europe and Asia, taking in several high profile companies.
Barbarians in the Boardroom tells a compelling story of boardroom bust ups, dumped CEOs triumphant activists and pared back companies. Itreveals real-life examples and interviews with executives and investors to explain why and how activist investors have managed to storm Wall Street and tear down City citadels. Owen Walker provides an insight into the way activists think, how they decide to target a company and how directors and executives could possibly work with them rather than against them.
The activist playbook starts with the activist buying in company shares until they amass a considerable amount of equity in the company (usually around 5% or more). After buying in on 5% of the companies stock, the activist is required to disclose such position and filing a 13D with the Securities and Exchange Commission, which usually includes a public letter to the board. After having a meaningful position in the company's stock the activist will push for the board to accept their director candidates. If the board does not agree or settle, then a proxy fight starts. Board seat are a means to an end.
Activists agenda include divesting unprofitable business, changing executive compensation and corporate governance, the best use of the company's cash (including dividend and share repurchases). Negative campaigning and short selling are the most controversial tactics (such as the Herbalife case and Bill Ackman's 1 billion bet).
Along hedge funds, activist investors had performed better than other funds. This has increased the median size of activist hedge funds and allowed for activists to pursue bigger preys (i.e. Microsoft). Bigger prays may be campaigned with less than a 5% stake.
Activism plays an important role in bringing accountability to the board and management in public corporations. When the board and management underperform, they will most likely be prey to activists who will campaign for board seats and structural changes to the companies (expecting such changes to provide higher returns than traditional equity and bonds markets).
The author presents a behind-the-scenes look at a series of situations involving several prominent activist investors. It starts with Darden, where the existing board was completely replaced. It later gets into more nuanced situations like Yahoo, Valeant, and DuPont. I'd love to see a sequel with more case studies.