Activist investors often begin planning their campaigns as much as a year in advance of the annual meeting. This includes accumulating stock positions, coordinating with other hedge funds in so-called “wolf packs,” analyzing...more
Passive hedge funds are increasingly considering active roles when they are dissatisfied with the management of specific portfolio companies. After describing such a scenario, the author discusses the steps a dissatisfied...more
Paul Singer’s Elliott Management hedge fund revealed a $3.2 billion stake in AT&T and, along with it, a healthy-skepticism of the company’s 2018 purchase of Time Warner and general calls to divest as part of a 24-page letter...more
On June 14, 2019, Saba Capital Management, L.P. (Saba) entered into three standstill agreements with Invesco Advisers, Inc. (Invesco) and three Invesco-managed registered closed-end funds. The agreements arose from proxy...more
The public debate about hedge-fund activism has long been informed by academic literature that found increases in shareholder value and operating performance after activist interventions. But do hedge-fund activists actually...more
The trading activities of hedge funds raise a number of complex issues under the federal securities laws. Proskauer’s Practical Guide to the Regulation of Hedge Fund Trading Activities offers a concise, easy-to-read overview...more
In this report, Expanding the On-Ramp: Recommendations to Help More Companies Go and Stay Public, eight organizations—the American Securities Association, Biotechnology Innovation Organization, Equity Dealers of America,...more
Wells Fargo’s board not only issued a massive report on its fake account scandal yesterday. It also announced that the bank would claw back an additional $75 million from former CEO John Stumpf and former head of community...more
Listed below are selected funds with a recent history of US shareholder activism that we expect will continue those activities in connection with the 2017 proxy season. Companies should note that these activists may not...more
The obvious tension between the interests of long-term investors, such as institutional shareholders, and short-term investors, principally represented by hedge fund activists, has been the subject of much discussion of late....more
Many private equity, hedge and mutual funds constantly have to confront the complex control rules that may impact even the smallest of investments in banks or bank holding companies (BHCs). The issue may be as simple as...more
Much attention has been paid to the decline in spending on R&D and capital investments attributed to short-termist myopia. Hedge fund activists have been impugned for pressuring companies to return capital to shareholders in...more
As reported earlier this year on Bloomberg, when activists seek to replace directors at target companies, they rarely look to women. Bloomberg analyzed data regarding five of the biggest U.S. activist hedge funds, each...more
All of us are entitled to a change of heart. But when you’re one of the world’s most famous activist investors and the change involves a decent-sized stake in a drug maker (Allergan) that just 5 months ago was mixed up with a...more
In March, a group of Democratic senators introduced legislation, currently sitting with the Committee on Banking, Housing and Urban Affairs, to tame the purported disclosure skullduggery of activist investors through: ...more
The limits on an investor’s ability to acquire stock under the “investment-only” exemption to the HSR Act’s reporting requirements take center stage as the Antitrust Division of the U.S. Department of Justice (the “DOJ”)...more
A recurring demand by hedge funds activists is that the target company return capital to its shareholders by buying back its own stock. Data compiled by S&P and Bloomberg shows that companies in the S&P 500 spent 95% of their...more
To date, for the most part, when it comes to shareholder activism, the heavy lifting has been done by hedge fund activists. Now, as discussed in this NYT DealBook column, institutional shareholders may be stepping out on...more
Recently, Senators Tammy Baldwin (D-WI) and Jeff Merkley (D-OR) introduced legislation that, if enacted into law and implemented accordingly, would dramatically change the course of beneficial ownership reporting for purposes...more
On March 17, 2016, Sen. Baldwin and her co-sponsors, Sens. Merkley, Sanders and Warren, introduced S.2720, the Brokaw Act (the “Bill”) to target activist hedge funds and their tactics. In particular, it would amend Section 13...more
Big news from Big Mouse, as the former heir apparent to Bog Iger’s CEO chair—Thomas Staggs—is stepping down, throwing a wrench into Disney’s succession plans (which came under great scrutiny after a troublesome handoff to...more
Soon after the Wausau Paper Company was targeted by a hedge fund activist in 2011, Wausau’s paper mill in Brokaw, Wisconsin was shuttered by the embattled company. The mill had been established at the end of the 19th century...more
U.S. Senators Tammy Baldwin (D-WI) and Jeff Merkley (D-OR) introduced legislation to increase transparency and strengthen oversight of activist hedge funds. According to the bill’s authors, the Brokaw Act is named for a small...more
As expected, the level of director communications with institutional shareholders has increased from 2012, up from 62% to 69%. More significant perhaps is the change occurring in the breadth of topics that directors are now...more