Positioning and Preparing
Companies for Response

THE GROWTH OF ACTIVIST INVESTING IN EUROPE

While the majority of activist investor campaigns have historically taken place in the United States, the strategy is growing rapidly in Europe, Australia and even Japan. As forecasts continue to point to a weakening in the European equity markets, US activist investors are starting to eye European companies with more frequency. In 2013 well-known activist investors took positions in UK firms FirstGroup, 3i, Exillon Energy, G4S, and Thorntons.

The mainstream press has extensively covered campaigns against large well-known companies like Dell, Apple, Microsoft, Sony and Yahoo, but much of the recent growth in activist stocks has been in the small-cap sector.

As the trend continues, it becomes more important than ever for company management to understand what may attract an activist to target their company, and what to expect if they become the object of an activist campaign. The Growth of Activist Investing in Europe took place on June 2 in London, and educated European company management on how to position themselves as this trend continues to grow.

CONFERENCE Programme
  • Monday, June 2
07:45 - 08:45
Breakfast, Registration & Networking
08:45 - 08:50
Opening Remarks

DAVID ROSEWATER, Schulte Roth & Zabel

08:50 - 09:40
Understanding Activists’ Strategies and Tactics

- Exploring the rise of activist investing: What’s behind the trend?
- Information gathering
- Stealth accumulation programs
- Shareholder and media outreach
- White papers, websites and social media
- Engagement with the target’s management and board
- Escalation tactics – proxy contests, shareholder proposals, litigation and takeover proposals

ANDREW GRANT, Tulchan Communications

DAVID ROSEWATER, Morgan Stanley (Moderator)

DANIEL B. SILVERS, SpringOwl Asset Management

DAVID TRENCHARD, of Knight Vinke, Chairman of the Advisory Board of

09:40 - 10:30
How do Activists Determine If a Company is an Attractive Target?

- Due diligence
- Stock price performance
- Key financial and operational metrics
- Potential value creation drivers
- Board composition
- Governance “red flags”

JOHN HUGHES, Sidley Austin

RACHEL POSNER, American Stock Transfer

ERIC ROSENFELD, Crescendo Partners

DAVID SOLA, Houlihan Lokey

ALEX TARRANT, DealReporter (Moderator)

10:30 - 10:50
Networking Break
10:50 - 11:15
Keynote Presentation: Dispelling the Myth

What is the motivation behind today’s activist investors, and what do they really hope to accomplish? Many companies view an activist campaign as a negative development, but is that really the case? In this session, Eric Knight discusses the impetus behind an activist investor campaign and how companies can actually benefit in the long term.

ERIC KNIGHT, Knight Vinke

11:15 - 11:45
An Analysis of Top UK Activist Ownership Holdings

- US shareholder activism campaigns: Is the current trend coming to the UK?
- Takeover defense intelligence profile
- Top UK activist holdings: Movement by market cap, portfolio breakdown and sector
- Purchases, sales and holdings by top UK activist firms
- How well prepared are target firms for an activist campaign?

JEY TIOURCHI, Thomson Reuters

11:45 - 12:35
Risk Mitigation Strategies for Potential Activism Targets

- Establishing a working group
- Doing a periodic self-assessment
- Communications planning and shareholder engagement - building support for the corporate strategy
- Managing Board Dynamics
- Avoiding Lightning Rod Issues - Executive Compensation; Related Party Transactions;
Shareholder Proposals; Compliance/Regulatory
- Understanding inflection points – earnings calls; guidance changes; adverse events
- Recognizing the need for action

WARREN DE WEID, Wilson Sonsini Goodrich & Rosati (Moderator)

RICHARD HALL, Cravath, Swaine & Moore

DAVID HUNKER, J.P. Morgan

DAVID SHRIVER, Tulchan Communications

12:35 - 12:55
The Perfect Storm: What’s Creating the Conditions to Make Activism Successful with Institutional Investors?

- Exploring the changing nature of engagement between companies and investors
- How Activist Investors have developed important relationships with institutional investors
and governance professionals
- The expectations are shifting: How and why Institutional Investors are becoming more
aligned with Activist Investors
- The world is changing: Where will we be in five years and how can you position yourself
properly as the environment changes

ABE FRIEDMAN, CamberView Partners

12:55 - 14:00
Networking Luncheon
14:00 - 14:50
Organizing an Effective Proxy Campaign

- Assembling an effective response team
- To settle or fight – weighing the alternatives
- Examining strategies that have resulted in successful corporate defenses
- Communicating effectively with shareholders and the market
- Using the media as part of your “team”
- Dealing with proxy advisory firms
- Running the proxy contest roadshow

ABE FRIEDMAN, CamberView Partners

ANDREW SIEGEL, Joele Frank

CAS SYDOROWITZ, Georgeson (Moderator)

CHRIS YOUNG, Credit Suisse

14:50 - 15:40
Legal & Regulatory Issues

- Securities laws
- Proxy contests and public offers
- How European company law favors the shareholder
- Litigation and regulatory approvals
- Dealing with multiple jurisdictions, operating environments, languages and shareholder
structures in Europe
- Explaining operational, boardroom, governance and takeover activism

PIERS PRICHARD JONES, Freshfields Bruckhaus Deringer

JIM MCNALLY, Schulte Roth & Zabel (Moderator)

STEPHEN NASH, Eversheds

DAVID ROSEWATER, Schulte Roth & Zabel

15:40 - 16:10
Keynote Presentation
16:10 - 16:30
Improving Transparency and Corporate Governance of UK Companies

- Examining the new narrative reporting framework
- New UK legal requirements
- Telling your story
- Communicating properly with shareholders
- Managing the internal process

MADELEINE CORDES, Business Development, TMF Group

16:30 - 17:20
Proactive Structural Defenses that Can Prevent Activist Hedge Funds from Gaining Control

- Board of Directors: How solving board issues now can benefit a company prior to a campaign
- Keeping executive compensation in line: Attracting quality talent vs. investor concerns
- Corporate governance: The importance of maintaining solid governance policies
- Instituting safeguards and building shareholder support for the corporate strategy
- How to protect your announced M&A or business combination transaction from activism

JOSH BLACK, Activist Insight (Moderator)

BYRON LOFLIN, Center for Board Excellence

FERDINAND MASON, Jones Day

GARETH ROBERTS, Herbert Smith Freehills

CLIFF WEIGHT, MM&K

17:20 - 18:20
Shareholder Preparedness: Activist Campaigns are Just the Tip of the Iceberg

Activist campaigns happen as much behind the scenes as they do in the public domain. Hedge fund activists are doing an incredible amount of work out of the public view, and are using a large degree of analysis to prepare for a campaign. During this unique workshop, you’ll hear an activist investor explore how his firm prepares for a campaign and discuss some of the unconventional methods they have used to prepare. You’ll also hear from an executive from a leading global provider of risk solutions, discussing the type of support they offer activist investors during the process.

RICHARD BERNSTEIN, Crystal Amber Fund

NEIL KIRTON, Kroll

CAS SYDOROWITZ, Georgeson (Moderator)

18:30 - 20:00
Cocktail Reception

Hosted by Schulte Roth & Zabel