Some say shareholder activism is value investing on steroids. Others say it’s negative disruption.
When an activist comes calling, short-term interests of “shareholder value” can be at odds with longer-term company objectives. The emerging eruption of shareholder activism, exemplified, for example, by Third Point’s acquisition of a stake in Nestlé in 2017 and the Campbell Soup campaign of 2018, shows no signs of trending down.
What is the future of shareholder activism? What should you be thinking about for your boards in 2019? Join us to participate in a conversation with experts and to gain practical insights.
Ray Hemmig has more than 40 years of executive and governance experience in the retail and restaurant industries. Including: J. C. Penney; Hickory Farms of Ohio; Grandy’s; Ace Cash Express; Buffet Partners, LP (Furr’s Fresh Buffet); in the capacities as COO; EVP; CEO; and as a lead director as well as an Executive Chairman and non-executive Chairman of the Board (COB). He also founded and manages Retail and Restaurant Growth Capital, (RRGC) based in Dallas, TX.
Arthur B. Crozier is Chairman of Innisfree M&A Incorporated of New York and of Lake Isle M&A Incorporated, Innisfree’s wholly-owned UK subsidiary.
Mr. Crozier’s practice includes the representation of U.S. and international clients in a wide variety of transactions and proxy contests, as well as annual and special meetings. In addition, he counsels an international roster of clients on corporate governance, shareholder engagement and executive compensation issues.
Recent high profile situations he has worked on include: Cigna Corporation in its acquisition of Express Scripts Holding Co, despite opposition by Carl Icahn; The Walt Disney Company in its acquisition of Twenty-First Century Fox; Automatic Data Processing (ADP) in its successful proxy contest against Pershing Square Capital Management; Deckers Brands in its successful proxy contest against Marcato Capital Management; Taubman Centers, Inc. in its successful proxy contest against Land and Buildings Investment Management; Tesla Motors in its acquisition of SolarCity; Chicos FAS in its successful proxy fight against Barington Capital; the successful defense at DuPont against the proxy contest waged by Trian Partners; the successful defense at Allergan against the unsolicited offer by Valeant Pharmaceuticals and Pershing Square Capital Management; the acquisition of Dell Inc. by Michael Dell and Silver Lake Management, despite opposition by Carl Icahn and Southeastern Asset Management; and the successful defense at Agrium against JANA Partners’ proxy contest.
Mr. Crozier has written numerous articles and spoken extensively on the subjects of corporate governance, shareholder engagement, proxy contests, hedge fund activism, executive compensation and international voting practices.
He received his B.A. degree from the College of the Holy Cross and his J.D. degree from Boston College Law School.
He is a member of the National Investor Relations Institute, the International Bar Association, the Advisory Board for the Program on Corporate Governance at Harvard Law School, and the Society for Corporate Governance; as well as a Director of the Boy Scouts of America, Greater New York Councils and a Trustee of The Commonwealth Charitable Fund, Inc.
Mr. Sherman is a founding member of Joele Frank and named President in August 2013, Matt has more than 22 years of experience providing strategic corporate, financial and crisis communications counsel to Boards of Directors and executive leadership of public corporations and private equity firms involved in M&A, hostile takeovers, proxy contests, shareholder activism defense, spin-offs, reorganizations, financial restructurings, management changes, litigation, regulatory actions and a wide range of corporate crises. His areas of expertise include:
Shareholder Activism: He has advised many companies in their defense against proxy contests, short attacks and other tactics employed by activist investors. Recent engagements, among others, include: Lowe’s (D. E. Shaw); Energen (Carl Icahn, Corvex), Deckers Brands (Marcato); Mellanox (Starboard); Akamai (Elliott); Bemis (Starboard); Commvault (Elliott); Safeguard Scientifics (Sierra Capital); Sabra Health Care REIT (Eminence, Hudson Bay Capital); Ensco (Arrowgrass); Carmike Cinemas (Oasis Management); HD Supply (Jana); Trinity Industries (ValueAct); Outerwall (Engaged Capital, JANA); Allison Transmission (ValueAct, Ashe Capital); Capital Senior Living (Lucas Advisors); Perry Ellis (Legion Partners, CalSTRs), Baxter (Third Point); Viavi Solutions (f/k/a JDS Uniphase) (Sandell); and Manitowoc (Carl Icahn).
Amy Seidel, Partner, Faegre Baker Daniels, advises public companies on SEC reporting requirements, stock exchange listing standards, executive compensation issues, disclosure issues and general corporate governance matters. She also has experience in many areas of corporate representation, including public and private securities offerings, mergers and acquisitions, and general corporate counseling.
Amy advises numerous clients on a full range of securities compliance and corporate governance matters. She counsels clients on matters concerning financial reporting, proxy statements and executive compensation. She also advises companies and boards of directors on corporate governance matters, including executive and director succession issues, shareholder proposals and shareholder activism.
Amy heads the firm's public companies and securities practice.
University of Minnesota Law School — Board of Advisors; Past Adjunct Professor