Over the years since the financial crisis, shareholder activism has been on the rise around the world. Increasingly institutional shareholders are taking a range of actions to leverage their ownership position to influence public company behaviour. Activist investors often advocate for changes to the company, such as its corporate governance practices, financial decisions and strategic direction. Shareholder activism comes in many forms, from privately engaging in a dialogue with a company on certain issues, to waging a contest to replace members of a company’s board of directors, to publicly agitating for a company to undergo a fundamental transaction.
Although the types of activists and forms of activism may vary, there is no question that shareholder activism has become a more prominent, and likely permanent, feature of the corporate landscape. Boards of directors, managements and the markets have increasingly become more attuned to shareholder activism, and engaging with investors has become a priority for boards and managements as a hallmark of basic good governance.
Shareholder activism has become a global phenomenon that is effecting change to the Corporate landscape not only in North America but also in Europe, Australia and Asia. While shareholder activism is still most prevalent in North America, and particularly in the United States, shareholder activism is expanding its reach across the globe. This movement is being driven by, among other things, a search by hedge funds for new investment opportunities and a cultural shift toward increased shareholder engagement in Europe, Australia and Asia.
Frank Aquila is a partner in Sullivan & Cromwell’s general practice group and a member of the firm’s management committee. Mr Aquila has a broad multidisciplinary practice that includes extensive experience in negotiated and unsolicited mergers and acquisitions, activist and takeover defence, complex cross-border transactions, global joint ventures, and private equity transactions. He regularly counsels boards of directors and board committees on corporate governance matters and crisis management.
Mr Aquila is consistently recognised as one of the world’s leading mergers and acquisitions lawyers, including as one of a small number of lawyers ranked by Chambers Global in Band 1 (their top tier), as an American Lawyer ‘Dealmaker of the Year’ and as a recipient of the Atlas Award as ‘Global M&A Lawyer of the Year.’ Mr Aquila is widely acknowledged as an innovator and thought leader in the profession. In 2015 The Financial Times recognised his representation of Kraft in its merger with Heinz to form The Kraft Heinz Company as one of the most innovative in North America. For his work in corporate governance, Mr Aquila has been regularly named by the National Association of Corporate Directors to their ‘Directorship 100’ – one of the 100 most influential people in corporate governance and inside the boardroom.
The publisher acknowledges and thanks the following for their learned assistance throughout the preparation of this book: