Understanding the Strategies
Behind Activist Campaigns

THE GROWTH OF ACTIVIST INVESTING IN EUROPE

Shareholder activist campaigns continue to increase in the U.S. markets, and not a week goes by without seeing a new campaign waged against a prominent corporation. As hedge fund activists continue to explore new jurisdictions and show strong interest in targeting European corporations, it is out of necessity that the management, boards and advisors of public companies have had to gain an understanding of the objectives, strategies and approaches of activist investors.

In recent years, sluggish growth in the European markets has offered opportunities for activist investors to target a number of underperforming companies. In 2014 Bwin.party, Vivendi, Nexans, SkyDeutschland, Interpump Group, and Indensit are just some of the companies who found themselves on the defense against activist campaigns.

Activist Investing in Europe explored what may attract an activist to target a company, and what to expect if one becomes the object of an activist campaign.

CONFERENCE Programme
  • Tuesday, May 19
07:30 - 08:30
Registration, Breakfast & Networking
08:30 - 08:40
Opening Remarks
08:40 - 09:30
Exploring the Strategies, Preparation and Tactics Activist Investors Use to Organize a Campaign

- How do activists determine if a company is an attractive target?
- Information gathering and analysis, due diligence and stealth accumulation programs
- Shareholder and media outreach using white papers, websites and social media
- Stock price performance, key financial and operational metrics
- Board composition and governance “red flags”
- Engagement with the target’s management and board
- How do Institutional Investors and Activist Investors Work Together?
- Activist partnerships: Do activist investors have more success when joining forces?

ELEAZER KLEIN, Schulte Roth & Zabel (Moderator)

BLAKE NIXON, Worsley Associates

NELSON SERACI, Institutional Shareholder Services

DOUG SNYDER, Starboard Value

MARCOS VEREMIS, Cambridge Associates

09:35 - 10:25
Settle or Fight: What is Causing More Companies to Settle with the Activist Investor?

- What’s behind the dramatic shift of companies choosing to settle with the activist instead of fighting?
- What are the tactics used around a settlement, and what factors are companies taking into consideration when choosing to settle?
- Exploring the data behind the trend
- Why are dissidents motivated to fight?

ABE FRIEDMAN, CamberView Partners

DAVID HUNKER, J.P. Morgan

PAUL KESSLER, Bristol Capital Advisors

STEPHEN LOUKAS, FrontFour Capital Group

BRIAN RIVEL, Rivel Research Group

10:25 - 10:40
Networking Break
10:40 - 11:30
Dos and Don’ts for Companies Facing an Activist Campaign

- Positioning and preparing companies for response
- Assembling an effective response team
- Examining strategies that have resulted in successful corporate defenses
- What can large-cap companies learn from their small-cap peers?
- Communicating effectively with shareholders and the market
- Using the media as part of the “team”
- Dealing with proxy advisory firms

PETER BELL, Bank of America Merrill Lynch

LUCINDA GUTHRIE, Dealreporter (Moderator)

SCOTT HOPKINS, Skadden, Arps, Slate, Meagher & Flom

DANIEL KERSTEIN, Barclays

DAVID SHRIVER, Tulchan Communications

SHARON STERN, Joele Frank

11:35 - 12:25
Activism to Long Investors: It’s All About Making Money

- How do the interests of traditional long-only funds differ from the objectives of an activist?
- What is the role of proxy advisor research in the process?
- Policies towards speaking directly with the activist
- Expectations of the activist: Collateral, presentations and research
- What determines if they will meet or work with an activist

IAN BURGER, Newton Investment Management

JONATHAN COBB, Chartered Institute for Securities and Investment

DR. DANIEL SUMMERFIELD, USS Investment Management

CAS SYDOROWITZ, Georgeson (Moderator)

TRELAWNY WILLIAMS, Fidelity Worldwide Investment

12:30 - 12:45
Activist Investing in Europe: Trends & Insights

ADAM RICHES, Activist Insight

12:45 - 13:45
Networking Luncheon
13:45 - 14:15
Shareholder Activism in the Energy Sector: An Interview with Julien Balkany

- Exploring how the recent fall of oil prices has made energy companies vulnerable to proxy fights and shareholder activist campaigns
- Will activist investors build positions and wait for energy prices to rise before waging a campaign?
- Are overstretched oil and gas exploration and production companies likely to fall prey to activist investors?
- Will activists push for consolidation in the energy sector once oil prices stabilize?
- Master Limited Partnerships (MLPs):Should mature oil producing assets be spun off into MLPs?

JULIEN BALKANY, Nanes Balkany

JOSH BLACK, Activist Insight

14:20 - 14:50
A Road Map for Implementing Strategic Shareholder Management

- Examining how boards can make the most of their ownership relationship
- Inside-Out analysis: Gaining a clear understanding of the company’s identity
- Activist analysis and shareholder identification
- Vulnerability assessment: Identifying and weighting the factors that make a company susceptible to activist attacks
- Developing an action plan and creating a culture of engagement

KATRINA SIKAVICA, University of Zurich & Director, Talent and Leader

14:55 - 15:15
Networking Break
15:15 - 16:05
How are U.S. Activists having to Adjust to Operate in the European Market?

- Exploring the differences between activist campaigns in the U.S. and Europe
- How are the sponsors, proposal agendas and voting outcomes between the US and UK campaigns different?
- Are U.S. activists having success in the European market?
- How are U.S. activists having to adjust their approach to operate in Europe?

PAUL KESSLER, Bristol Capital Advisors

FELIX LO, Sandell Asset Management

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

CHRIS YOUNG, Credit Suisse (Moderator)

16:05 - 16:55
Legal and Regulatory Issues: Dealing with Multiple Jurisdictions, Operating Environments and Shareholder Structures in Europe

- Securities laws
- Proxy contests and public offers
- How European company law favors the shareholder
- Litigation and regulatory approvals
- Explaining operational, boardroom, governance and takeover activism
- Reporting obligations, voting policies and poison pills

LEO GROOTHUIS, NautaDutilh

KAI HAAKON LIEKEFETT, Vinson & Elkins

JIM MCNALLY, Schulte Roth & Zabel (Moderator)

PETER WAND, Debevoise & Plimpton

16:55
Closing Remarks
17:00 - 18:00
The Activist Investing Cocktail Reception