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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.”

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