BusinessDay 15 Feb 2018
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A4 BUSINESS DAY<br />
C002D5556 Thursday <strong>15</strong> <strong>Feb</strong>ruary <strong>2018</strong><br />
FT<br />
ANALYSIS<br />
Investing: Activism enters the mainstream<br />
Traditionally seen as aggressive, a new wave of players is taking a different approach to getting a seat on the board<br />
LINDSAY FORTADO<br />
The founding class of<br />
shareholder activists,<br />
once scorned as “corporate<br />
raiders” and<br />
“greenmailers” out for<br />
short-term results at the companies<br />
they targeted, have grown up<br />
and spawned a new generation.<br />
They have even been granted<br />
their own moniker — the “sons of<br />
activists”.<br />
Managers such as Scott Ferguson,<br />
the first analyst Bill Ackman<br />
hired at Pershing Square in 2003;<br />
Alex Denner, a Carl Icahn acolyte;<br />
and Quentin Koffey, who spent<br />
seven years at Elliott Management<br />
before joining DE Shaw to launch<br />
its first activist practice, have<br />
struck out on their own and are<br />
garnering attention from investors<br />
and corporate management alike.<br />
Although more than willing<br />
to launch a proxy fight or file a<br />
lawsuit, many of the up and coming<br />
generation are eschewing the<br />
public disputes and open confrontation<br />
that made their former<br />
bosses famous. Instead their style<br />
of investing — more data-driven,<br />
eager to work with management<br />
behind the scenes and to hold<br />
positions for longer — shows just<br />
how activism has evolved.<br />
“The goal is the same, making<br />
money,” says Joseph Perella, the<br />
co-founder of Perella Weinberg<br />
Partners, the New York investment<br />
bank. “[But] there are more players<br />
in the activism space now and<br />
more importantly, they are much<br />
more institutional than back when<br />
activism was getting started in the<br />
1980s.”<br />
Managers are now more focused<br />
on making money for their<br />
investors, rather than just themselves,<br />
he adds.<br />
Activists had one of their busiest<br />
years ever in 2017, deploying $62bn<br />
in campaigns, more than twice<br />
the amount of money spent in the<br />
whole of 2016 says Lazard. They<br />
are also more influential forcing<br />
change at global companies such<br />
as Nestlé, DowDuPont and Procter<br />
& Gamble — while managing the<br />
money of pension funds, university<br />
endowments and charities around<br />
the world.<br />
The biggest names in shareholder<br />
activism — Mr Icahn, Paul<br />
Singer of Elliott Management,<br />
Nelson Peltz at Trian Partners,<br />
Jeff Ubben of ValueAct and Barry<br />
Rosenstein of Jana Partners — are<br />
not necessarily slowing down, but<br />
the field is getting more crowded<br />
as their former portfolio managers<br />
strike out on their own.<br />
“They are definitely respected<br />
and companies do pay attention<br />
when one of these ‘sons of activists’<br />
shows up at their doorstep,”<br />
says Rich Grossman, a partner at<br />
New York law firm Skadden Arps,<br />
which defends companies against<br />
activist campaigns. “Some of them<br />
have raised significant amounts of<br />
money in their own right and have<br />
substantial funds at their disposal.”<br />
Activism emerged in the 1980s,<br />
with the likes of Mr Icahn, now 81,<br />
and Mr Peltz, 75, buying stakes in<br />
companies and then leveraging<br />
them to lobby for change. They<br />
went on to lead campaigns against<br />
the likes of RJR Nabisco, AIG and<br />
Heinz. The most common requests<br />
were for spin-offs, a sale of the<br />
company, a management shakeup,<br />
board seats, share buybacks or<br />
a restructuring.<br />
Often criticised as being shortterm<br />
shareholders who bought<br />
stakes in companies and demanded<br />
money, or some type of pay-off, to<br />
go away — dubbed greenmail —<br />
activists have sought to rebrand<br />
themselves as “constructive activists”,<br />
or even “highly-engaged<br />
shareholders”.<br />
While some remain on the more<br />
aggressive side, many stress that<br />
they are holding positions for longer<br />
and not clamouring for share<br />
buybacks or quick sales, but rather<br />
urging changes they claim will help<br />
the company long-term.<br />
“Greenmail doesn’t really exist<br />
any more . . . the activist investors<br />
are acting for all shareholders now,<br />
not just to get a quick payout for<br />
themselves,” says Andrew Bednar, a<br />
partner at PWP. “Activists have had<br />
to become more operational, strategic<br />
and longer-term investors in<br />
order to deliver company changes<br />
that drive shareholder value. The<br />
quick sale for a premium is less<br />
common today.”<br />
The success enjoyed by activists<br />
has made some companies<br />
more receptive to settling behind<br />
closed doors rather than allowing<br />
battles to spill into the public arena,<br />
which has led to a less hostile style<br />
of activism.<br />
“Shareholders feel that there<br />
is no monopoly on good ideas,”<br />
says Mr Grossman who coined the<br />
phrase “sons of activists”. “They<br />
don’t always agree with the activists,<br />
but I think management teams<br />
and boards are in large part listening<br />
to what they have to say and<br />
evaluating what makes sense.”<br />
The number of public boardroom<br />
battles between activists<br />
and companies in the US, known<br />
as proxy fights, fell to a five-year<br />
low in 2017, according to data from<br />
FactSet, despite activists spending<br />
more money in their campaigns<br />
than ever before — Nelson Peltz<br />
has taken a $3.5bn stake to win a<br />
seat on the P&G board — as they<br />
aim for larger targets.<br />
Jim Rossman, the head of shareholder<br />
defence at Lazard, says that<br />
activism has now “gone completely<br />
mainstream” in terms of how many<br />
companies face attacks, and that<br />
it is now “rare” for him and his<br />
colleagues to advise a board that<br />
doesn’t have a director who hasn’t<br />
already experienced an activist<br />
campaign.<br />
“There is no company immune,<br />
there is no inoculation shot you<br />
can get to avoid activism if you’re<br />
a major global company,” he says.<br />
“It used to be you’d go into boards<br />
and they’d ask, ‘tell us who these<br />
guys are, are they really staying<br />
around, and are they serious, and<br />
can’t we just tell them to go away?’<br />
That’s gone. There are now two or<br />
three people in every boardroom<br />
who have experienced it and can<br />
reference their own war stories.”<br />
But Marty Lipton, the godfather<br />
of shareholder defence and<br />
a founding partner of the law firm<br />
Wachtell, Lipton, Rosen & Katz,<br />
says that hedge fund activists are<br />
“changing and taming their strategies”<br />
because of a growing wariness<br />
of their intentions.<br />
“Shareholders are increasingly<br />
concerned about how the shortterm<br />
goals of activist hedge funds<br />
are undermining the long-term<br />
value of their investments. [They]<br />
are also worried about the impact<br />
these strategies have on other<br />
stakeholders, which can include<br />
local communities, employees and<br />
the environment,” Mr Lipton says.<br />
Despite their omnipresence, the<br />
older generation mostly underperformed<br />
the newer guard last year.<br />
Mr Ackman and Mr Peltz had lacklustre<br />
returns, while Mr Ferguson’s<br />
fund, Sachem Head, brought in<br />
close to 13 per cent, and Sarissa,<br />
run by Mr Denner, was up about<br />
<strong>15</strong> per cent, say people familiar<br />
with the funds. Marcato, an activist<br />
fund run by Mick McGuire, another<br />
former Pershing Square manager,<br />
returned more than 25 per cent last<br />
year. According to data from eVestment,<br />
activist funds with less than<br />
before the deal was announced. A<br />
year earlier, Ariad Pharmaceuticals<br />
was sold to the Japanese drugmaker<br />
Takeda for nearly $5bn, a 75 per<br />
cent premium.<br />
At the centre of both deals was<br />
Mr Denner, whose activist fund was<br />
among the largest shareholders<br />
in the target companies. Sarissa<br />
invests solely in biotech and pharmaceutical<br />
groups and Mr Denner,<br />
who spent about five years working<br />
The old guard: Paul Singer of Elliott Management; Bill Ackman of Pershing<br />
Square and Carl Icahn © FT montage; Bloomberg; Getty Images<br />
$5bn in assets under management<br />
outperformed those with more<br />
than $5bn over the past two years.<br />
Other members of the younger<br />
generation have already made<br />
names for themselves: Keith Meister,<br />
an Icahn protégé, has built<br />
Corvex Management into a $7.4bn<br />
fund; Mason Morfit took over at<br />
ValueAct from Jeff Ubben last year<br />
as its chief investment officer; and<br />
Jesse Cohn became the youngestever<br />
partner at Elliott Management<br />
aged 36.<br />
Marlin Naidoo, the global head<br />
of capital introduction and consulting<br />
at Deutsche Bank, who helps<br />
hedge funds raise assets from large<br />
institutional investors, says the<br />
younger generation are benefiting<br />
from investor appetite for new<br />
managers and inflows to activists.<br />
“Investors typically like something<br />
that is newer,” he says. “With<br />
a lot of the established managers,<br />
investors have had a decent<br />
amount of time to take a view as<br />
to whether they want to allocate to<br />
them or not.”<br />
To date the 48-year-old Mr<br />
Denner has been among the most<br />
successful of this new wave. Last<br />
month, Sanofi the French pharmaceutical<br />
company said it would buy<br />
Bioverativ, a US biotech group focused<br />
on haemophilia treatments,<br />
for $11.6bn — a premium of about<br />
64 per cent to where it was trading<br />
for Mr Icahn, manages just over<br />
$600m at the fund, making him one<br />
of the more niche activists.<br />
In the Ariad campaign, Sarissa<br />
bought a 6.2 per cent stake in the<br />
company in late 2013, when the<br />
shares were trading at around $3.<br />
The company was struggling: its<br />
shares had plummeted after the US<br />
Food and Drug Administration put<br />
a partial clinical hold on enrolment<br />
for trials of its leukaemia drug,<br />
Iclusig, over concerns it caused<br />
blood clots.<br />
Within two years, Mr Denner<br />
had ousted Ariad’s chief executive,<br />
Harvey Berger, and won two board<br />
seats, including one for himself.<br />
The company, in its attempt to<br />
fend him off, adopted a poison pill<br />
strategy, blocking him from taking<br />
a larger stake than he already held.<br />
Despite that, Forbes estimates that<br />
Mr Denner made about $260m on<br />
the deal — after Takeda offered $24<br />
a share for the drugmaker in 2017.<br />
“The best thing that ever happened<br />
to shareholders of Ariad is<br />
that he made quick work” of the<br />
company’s attempts to bar the<br />
door against him, says one person<br />
involved in the deal. “He bought the<br />
stock in the low single-digit dollars<br />
per share, became the chairman,<br />
found a new CEO and a few short<br />
years later sold the company for $24<br />
per share in cash.”