Supporting shareholder activists

Whichever side you are on, activism is a contest for votes. Decisive communications can deliver a compelling thesis, convincing the shareholders who decide the voting outcomes.

Communications should refine the activist's arguments making it accessible to the audiences that matter and keeping it in the debate until the vote. It also helps each side understand its shareholder cohort: what they think, how they behave and whether they will back the thesis.

We test your thesis before the target’s board does, then assess the target’s weaknesses against the record.

Activist mandates have included

Board mandates have included

We act for activists and boards, subject to strict conflict checks, in the interests of being able to help clients on either side of the engagement understand each other and move towards constructive engagement.

Every mandate is scoped and priced to requirement.

A discreet approach to the board has no set timetable until a requisition is issued. It all starts with the stake build.

1. Stake build and TR-1

   Crossing 3% of voting rights, then each 1%

   Holding statement and leak plan ready.

2. Initial private engagement

   No set timeline

   Test the thesis before the first engagement with the target’s board. Agree what constitutes impasse and when to halt private talks.

3. Public activist statement

   Private talks have failed

   Open letter released, followed by media briefing and holder calls, clearly and simply stating the activist’s position.

4. Requisition and notice of meeting

   At 5% of voting rights: notice within 21 days

   s.314 shareholder statement drafted, campaign site live and proxy advisers walked through the case.

5. The run to the General Meeting

   Up to 28 days from notice

   Arguments promoted and rebutted, targeting decisive audiences. Proxy adviser report releases refocus attention of media, holders and the target’s board.

6. The window for peace

   Open until the vote

   Contact can continue if constructive. Achieving objectives without an unedifying and costly battle is in everyone’s interests and enhances reputation.

7. The vote and the results

   20% against calls for a response from Code compliant issuers

   Statements for contingent outcomes drafted before the vote, then manage the result, reaction to it and next steps.

Preparing ahead of a process enables resources to be focused on winning the campaign, instead of getting it going.

A strong thesis can still lose if the machinery to garner support is built after the clock starts. Activists have more freedom of action than boards. Failing to capitalise on that advantage wastes the opportunity for change.

In every case we test, challenge and refine the material for maximum impact.

With your proxy solicitor we sort the register into the board’s votes, yours and the votes in play.

Pulling updated registers through the process and working with your broker or financial adviser enables us to understand and adapt to an evolving shareholder base: long-only sell-downs to arbitrage players and other opportunist entrants to the situation.

• The register

  Who holds the stock, how have they voted and what turnout level wins?

• Who decides?

  Portfolio manager or governance team?

• Who follows advisers?

  Which holders vote with a proxy adviser?

• Testing the thesis

  Discreet soundings by you, supervised by the legal team

The public phase begins with the requisition, the open letter and the media briefing, then the run to the General Meeting.

• If they

  Review your credentials

  We show holders your record in plain terms first, so the review tells them nothing new.

• If they

  Concede the cheap points early

  A real concession? We bank it and press the rest. A cosmetic one? We say what is missing.

• If they

  Go straight to holders

  With your proxy solicitor we reach the holders who decide first and keep the proxy advisers briefed.

• If they

  Call you short-termist

  We answer with your holding record and the value case and let independent minds form their own conclusions.

• If they

  Use procedure to buy time

  We retain operational flexibility and keep a statement ready for each procedural move.

Cessation talks. Board concessions that take the thesis seriously can spare both sides the reputational and economic cost of a vote. Your legal team settles the terms and we agree with you what is ‘enough’ and ready the announcement.

We turn the thesis into lines the media can use, then plan the set-pieces in advance, setting the debate to maintain pressure on the opposition without tiring onlookers with ‘he-said-she-said’ squabbling.

We monitor the other side’s public communications and use our prepared collateral as the starting point for rapid rebuttal of opposing arguments and activity. We never start or join a debate online. Instead, we use social monitoring to gauge message penetration and adapt accordingly.

Rapid rebuttal and proactivity rely on pre-agreed lines cleared by the legal team ahead of time together with short notice client availability.

Institutional votes often arrive late, so the final fortnight is run as a vote chase.

Working with your proxy solicitation team, we provide messaging and monitor where it is landing. The aim is to focus on a combination of holders open to supporting the thesis, not necessarily in size order.

• Ranked list

  Ordered by the holdings that could be swayed, not by size, and reviewed daily

• Calls

  Your proxy solicitor calls, backed by our messaging and materials

• Vote matching

  Your proxy solicitor checks each instruction against what the holder said

• Campaign review

  Team calls move from twice-weekly to daily in the final fortnight