Shareholder resolutions set for strong 2021 after a slow year

Surprise shutdown in March due to the pandemic hit just as proxy season was to begin in 2020.

Shareholder activism is expected to rebound next year as the impact of the COVID-19 pandemic saw the overall number of companies targeted in 2020 fall by about 20% compared with the previous year.

There were a total 181 campaigns launched this year by shareholder activists against companies with a market valuation of $1 billion or more through Dec. 15, according to data compiled by Bloomberg. That’s down from 226 launched in all of 2019. The numbers may change as new campaigns are launched in the second half of December.

The decline was largely due to the outbreak in the U.S. of the coronavirus in March, which would typically be the peak of the proxy season, according to Andrew Freedman, co-chair of the shareholder activism practice at the law firm Olshan Frome Wolosky LLP. Olshan was the top legal adviser on activist situations in 2020, the data show.

[Video: How to push corporate action through shareholder initiatives]

“The hardest part of it all was the timing,” Freedman said in an interview. “It was a shock to the system having the initial stay-at-home orders and the first wave of the pandemic occurring right at same time that proxy season would otherwise be just kicking off.”

While there were some campaigns that went all the way to a vote, he said, many more were shelved or quietly settled behind the scenes as companies and activists focused on the fallout of the pandemic. There were only 11 proxy fights launched at companies valued at $1 billion or more so far in 2020 compared to 25 in 2019, the data show.

Many of the companies that were shaping up for a fight this year before the outbreak may be targeted again in 2021, he said.

“There will be a lot of revisiting,” he said. “Overall, what that means is that we’re in for a tremendous amount of activity in the space in 2021.”

Avinash Mehrotra, Goldman Sachs Group Inc.’s global head of activism defense and shareholder advisory, said the way companies have navigated the pandemic could attract activists whether they performed well or poorly. Goldman Sachs was the top financial adviser in activist situations in 2020, the data show.

“This global health crisis has created leaders and laggards in almost every industry and sector,” he said.

Business models

The leaders and companies that have adjusted their business models may attract activists looking to take advantage of their sustained outperformance and reserve the option to agitate later, Mehrotra said.

Those that are trailing their peers coming out of the pandemic, may also be pushed to make more aggressive changes to improve their performance, he said.

The robust equity markets and booming M&A sector will also drive activism into 2021, he said. For companies that are struggling, it may mean they will be pushed toward a sale of all or parts of their business. The strong equity markets will also likely see activists make larger, more concentrated bets at mega-cap companies where there is less perceived downside risk as well as a potentially attractive dividend yield.

Social changes

This year also marked a turning point for activists pushing for environmental and social changes. The investment community in general became highly focused on these issues in the wake of the racial equality protests and the pandemic, said Amy Lissauer, Bank of America Corp.’s global head of activism and raid defense advisory.

Not only are activists incorporating environmental and social components in their campaigns in a way they haven’t before, funds like Jeff Ubben’s Inclusive Capital have sprung up that are entirely focused on ESG investing, she said. As a result, companies across all sectors need to be focused on these issues, she said.

“I think we’re going to see the emphasis on environmental and social more than we’ve ever seen in the past,” she said, adding that activism has long been focused on the governance component of ESG investing. “What we might see in 2021 that is different is that ESG-focused proposals will get a lot more support.”

In addition to a pivot to ESG investing, 2020 marked a further blurring of the lines between activism and private equity, according to Greg Taxin, managing director at Spotlight Advisors, which is ranked second this year among financial advisers in activist situations. Not only have activists launched private equity arms, or teamed up with buyout firms to potentially acquire companies, several have also launched blank-check companies with the goal of taking private companies public.