engagement et activisme actionnarial | Page 23

Un article du Timely Disclosure de Me Lindzon Russell aborde la situation des entreprises canadiennes face à l’activismes des investisseurs : « Canadian Issuers Continue To Have Success Against Activist Investors ». Résultat : elles résistent bien !

As noted in the Globe and Mail’s recent article, “In Canada’s boardrooms, activist investors are striking out” (subscription to the Globe and Mail required), Canadian listed public companies have continued to have success against activist investors. In fact, since January 1, 2015, Canadian listed issuers have a perfect record against “professional” activists in formal proxy contests, having won all six such contests to make changes to the board which were initiated by hedge funds or institutional investors. This success may be driven, at least in part, by issuers’ increased emphasis on advance preparation, including shareholder engagement. If issuers are more attuned to the views of their shareholders, it stands to reason that they will be in a better position to assess the likelihood of successfully defending against an activist in a formal proxy contest and pre-emptively settle those situations that they do not believe they can win. This explanation, while compelling, may be incomplete. With that in mind, I offer the following five observations based on a review of the public record of unsuccessful contests recently initiated by “professional” activists.

Je vous laisse découvrir les 5 observations de l’auteur…

À la prochaine…

Ivan Tchotourian

Voici un rapport très intéressant sur l’activisme actionnarial : « Activist Investing in Europe: A Special Report » publié par Armand Grumberg (novembre 2016). Ce rapport démontre la croissance de l’activisme…

The inaugural edition of this report, published nearly two years ago, suggested that so long as opportunities presented themselves, activists would continue to seek governance, strategy and capital allocation reforms from European issuers. Indeed they have. After ebbing briefly in 2014, when only 51 companies were publicly targeted (after 61 in 2012 and 59 in 2013), activism has roared back, with 67 companies targeted in 2015 and 64 in the first half of 2016 alone. Assets under management for European activists have grown slowly in that period—from $21.7 billion in 2012 to $27.5 billion in 2015—suggesting the growth has been funded by new entrants and foreign players.

Even publicity-shy activists who have been working with companies behind closed doors for many years concede that the growth in activism in Europe is accelerating. Some see a cyclical boom, with activists hoping to catalyse M&A. Yet on topics such as remuneration, and with the launch of specialist European activist funds, the change appears built to last. Part of the evolution of activism in Europe has been the success of tactics seen as more common in the U.S., including proxy contests. Although longer-term participants and the bulk of campaigns suggest lowkey, collaborative approaches are still more common, activists are becoming less shy about testing where the boundaries lie.

Merci à Jacques Grisé d’avoir diffusé cette information sur son blogue : ici.

À la prochaine…

Ivan Tchotourian

C’est en tous les cas ce qu’il faut retenir de cet article Paula Loop « Shareholder Activism: A Glass Half Full or Half Empty? Maybe Both » (Corporate Compliance Insights, 8 novembre 2016). Celle-ci relaie une étude menée par Annual Corporate Directors Survey dans laquelle les dirigeants et les administrateurs reconnaissent les effets positifs de l’activisme… même quand il est le fruit des hedge funds !

Shareholder activists are certainly making their mark on the boardroom. As of early September, there were 263 activist campaigns in the U.S. And 224 U.S. public companies were targets of activism. While many companies and their boards still fear being in an activist’s crosshairs, it turns out that many directors say activism can actually be a good thing — for them and their companies.

Findings from our recently released Annual Corporate Directors Survey highlight how activism is changing what’s going on in the boardroom. We heard from nearly 900 directors in our survey, and a whopping 80 percent of them told us that hedge fund activists compel companies to more effectively evaluate their strategy, execution and capital allocation. Taking that one step further, nearly 80 percent say that activism has resulted in companies improving their operations and capital allocation.

For some, this might not be terribly surprising. Over the past several years, we’ve seen activists intervene at some iconic U.S. companies, resulting in changes at the CEO and board level. However, hearing the directors who play such a critical oversight role acknowledge these benefits of activism is a significant point indeed.

À la prochaine…

Ivan Tchotourian

Intéressant article dans The Sydney Morning Herald sous la plume de Mme Vanessa Desloires intitué : « BlackRock, Vanguard, State Street are not passive on corporate governance ». Cet article illustre l’activisme croissant (et la lente disparition de la prétendue passivité des actionnaires) des actionnaires d’aujourd’hui. Il faut dire que ces derniers (devenus des investisseurs institutionnels) sont de plus en plus puissants autant financièrement qu’économiquement !

Investment behemoths BlackRock, Vanguard and State Street now hold the « balance of power » in corporate governance disputes. And they’re no longer content to be the silent giants in the background, forcing company boards to balance the long-term view of passive fund managers with the short-termism of active managers.

The underperformance of the majority of Australian active managers over the past few years, coupled with the low cost of passive funds, has driven investors into products such as exchange-traded funds en masse, with total funds under management topping $23 billion this year.

As such, the three biggest providers of passive funds, BlackRock, Vanguard and State Street, have a growing presence on company registers.

À la prochaine…

Ivan Tchotourian