Winning Moves

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A management team with strong support from its top institutional investors or, outside the U. One with a weak reputation or mediocre track record of delivering shareholder value may be forced to concede a good deal to the activist, regardless of how compelling its alternatives are. See "Defense Strategies: Contrasting Examples. Jody Foldesy. Gerry Hansell.

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Daniel Friedman. Joel Janda. Jeff Kotzen. Tawfik Hammoud.

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Circumstances should dictate the approach and tenor of the response to an activist. The examples below illustrate how different successful defense strategies to two different types of challenges can be. Constructive and Amenable. Discussions with the activist were largely constructive; the path forward, which included a mix of the strategic options, was welcomed by the market; and by late , the stock was outperforming its peers and the activist had sold off more than 50 percent of its stake.

Today, the activist has fully exited its position. Sudden and Hostile. In , a biopharma company faced a hostile threat. Typically, activist proposals feature similar promises based on outside-in estimates and benchmarking. In this case, the plan specified exactly which expense categories would be reduced.

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It was also backed by a comprehensive change-management program designed to earn buy-in from leaders throughout the organization. Supported by smart legal and other tactical defensive measures, the plan helped management buy time with investors and ultimately helped the company fend off the attack. BCG uses cookies to improve the functionality, performance, and effectiveness of our communications.

Detailed information on the use of cookies is provided in our Privacy Policy. By continuing to use this site, or by clicking "I agree," you consent to the use of cookies. How should leaders prepare their companies to thrive in a rapidly evolving landscape? What will it take to win the '20s? Choose your location to get a site experience tailored for you. Winning Moves in the Age of Shareholder Activism. Five Guiding Principles From our experience counseling companies in a variety of activist situations and our deep knowledge of most major activists, we have identified five guiding principles that companies can follow to fortify their position and reassure shareholders.

Deploy senior management wisely. The roles of the senior management team are critical during the activist response. Companies need to maintain focus on their core operations. But they also must engage in tactical defense and have frequent, effective communication with their board and shareholders. Buy time. At a minimum, management should send a clear and immediate signal that it is listening to the activist and trying to act in the best interest of all shareholders.

In some situations, management might need to go further and implement legal tactics to stave off a shareholder vote until the right strategic alternative can be found.

Winning Moves

Either way, it must create enough breathing room to evaluate the options and pursue the best one. Push for complete transparency.

Investors must be able to trust management in order to support management. While it is tempting to present a rosy story to investors and ignore the challenges the business faces, it is far better to opt for candor.

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For example, management should acknowledge performance gaps and articulate the specific initiatives or investments that will help address them. Be on high alert. Increasingly, activists seem willing to negotiate behind the scenes and maintain a public posture of respect for management. Still, management needs to remember that things can quickly turn ugly.

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