Mergermarket M&A Forum Chicago 2023
The must-attend event for US dealmakers returns!
The Ritz-Carlton, Chicago
11
Jul
M&A drivers: The rise of activist investors
The number of shareholder activist campaigns in the US is on the rise, with companies anticipating that activism will continue to be a powerful lever for opportunistic shareholders seeking to extract value and deliver superior returns. A key focus for activist campaigns centers on corporate governance relating to ESG (especially environmental), and in the current troubled economic climate, activist campaigns may be launched against companies that are underperforming with depressed stock prices. We are likely to continue to see private equity players adopting a similar strategy to traditional shareholder activism as they come to the table with a value creation thesis, pushing for a change in management, a sale, or the breakup of the company. In this session, a panel of experts will look at the current activist landscape and the sectors that could attract attention in 2023 and beyond.
- What are the typical activist situations, and how are campaigns being structured?
- Are more activist firms adopting private equity-like approaches?
- How will ESG activist campaigners continue to assert themselves?
- What sectors are likely to be under the spotlight over the next 12 months, and how will this impact the M&A landscape?
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SpeakersRachel Stone Charlottesville Bureau Chief MERGERMARKET
Michael Fein Founder and CEO CAMPAIGN MANAGEMENT
Duncan Herrington Managing Director, Shareholder Advisory MOELIS
David R. Clark Partner SKADDEN
Dan Scorpio Managing Director, Head of M&A and Activism H/ADVISORS ABERNATHY
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Rachel covers fintech and the broader tech sector for Mergermarket. She has a bachelor’s degree in business journalism from Washington and Lee University.
As Founder and CEO of Campaign Management, Michael Fein is a leading advisor to clients seeking shareholder support in corporate elections and leverages more than 30 years of Wall Street experience to drive successful outcomes.
Having advised on hundreds of shareholder meetings, Michael is fluent in proxy logistics, current on the latest regulatory developments, an expert on corporate governance best practices, and has in-depth knowledge of institutional and proxy advisor voting guidelines. His experience advising on more challenging and nuanced campaigns is vital to obtain and maximize shareholder support in proxy contests and challenging M&A transactions. He has advised on many of the highest profile proxy contests on behalf of both companies and investors and is often selected as a judge of the annual M&A Advisor awards in recognition of his transactional expertise.
Michael began his career as Director of Marketing at Prudential Asset Management helping build the firm’s asset base and communicating with PAMCO’s institutional investors. He later was an equity derivatives trader as an Options Principal Member of The American Stock Exchange before launching an asset management firm that invested over $300 million in a variety of equity and debt strategies. Prior to founding Campaign Management, Michael was a seed investor in a proxy solicitation firm specializing in shareholder activism which he later joined as Senior Vice President. He then built and led the U.S. business of a global proxy solicitation firm as President, U.S.
Michael holds a B.S. in Economics with a concentration in Finance from The Wharton Business School of The University of Pennsylvania
Duncan Herrington is a Managing Director in the Shareholder Advisory practice at Moelis & Company, where he advises corporate clients on shareholder activism, ESG, shareholder engagement and related matters. Duncan has over 22 years of investment banking and legal experience and has counseled both domestic and international clients in all sectors on a wide variety of contested situations.
Prior to joining Moelis & Company, Duncan was Managing Director and Head of the Activism Response & Contested Situations at Raymond James. Prior to that, he served on the activism defense team at Credit Suisse. Duncan was previously an M&A lawyer at Paul Weiss Rifkind Wharton & Garrison.
Duncan has a J.D. from Harvard Law School and an M.B.A from London Business School, and he graduated magna cum laude with a B.A. in Business Administration and Economics from Rhodes College. He is a CFA charterholder with a Certificate in ESG Investing, and is a member of the State Bar of California.
David Clark focuses on mergers and acquisitions, corporate governance, and other corporate and securities matters. Mr. Clark has advised public and private companies and their boards, real estate investment trusts and private equity firms in negotiated and contested domestic and cross-border mergers and acquisitions, asset sales, spin-offs and reorganizations. He also represents issuers and underwriters in debt and equity securities offerings.
Mr. Clark has advised, among others:
- CME Group in its:
• $1 billion equity investment by Google LLC;
• transaction with S&P/Dow Jones Indices LLC;
• transaction with IHS Markit involving the combination of the parties’ post-trade services for OTC markets into a new joint venture named OSTTRA;
• $6 billion acquisition of NEX Group plc;
• proposed $820 million acquisition of GFI Group, related $165 million sale of GFI’s interdealer broker business to a group formed by management of GFI and response to interloper bids; and
• $126 million acquisition of the Kansas City Board of Trade;
- Ball Corporation in its:
• $530 million sale of its beverage packaging business in Russia;
• $6.9 billion acquisition of Rexam PLC;
• $675 million joint venture with Platinum Equity involving its U.S. food and aerosol packaging business;
• $225 million divestiture of its Chinese beverage can and end manufacturing business; and
• $120 million sale of its minority interest in its South Korea joint venture; - AutoNation in its:
• $190 million acquisition of RepairSmith;
• minority ownership stake in TrueCar; and
• $85 million acquisition of CIG Financial;
- R. R. Donnelley & Sons Company in its proposed but terminated $2.1 billion acquisition by affiliates of Atlas Holdings LLC, and subsequent $2.3 billion acquisition by affiliates of Chatham Asset Management, LLC;
- Flagstar Bancorp in its $2.6 billion merger with New York Community Bancorp;
- Exact Sciences Corporation in its $2.8 billion acquisition of Genomic Health, Inc.;
- Hillenbrand, Inc. in its $2 billion acquisition of Milacron Holdings Corp.;
- Cardinal Health in its $6.1 billion acquisition of Medtronic’s patient product portfolio;
- Sara Lee in connection with the spin-off and redomestication of its international coffee and tea operations in a transaction valued in excess of $13 billion;
- InvenTrust Properties in its:
• $1.4 billion sale of its student housing platform, University House, to a joint venture that includes Scion and CPPIB;
• $2.3 billion sale of a portfolio of net lease assets to AR Capital; and series of self-management transactions with the Inland Group for the $12 billion REIT;
- Huron Consulting Group in its:
• $112 million sale of Huron Legal to Consilio; and
• $325 million acquisition of the Studer Group;
- Black Diamond Capital Management in its:
• acquisition of GST AutoLeather, Inc.;
• investment in IAP Worldwide Services, Inc.; and
• sale of its portfolio company Sun World International.
Mr. Clark was named one of Crain’s Chicago Business’ 2021 Nota[1]ble Rising Stars in Law. In 2020, he was recognized by The Deal as a Rising Star for his M&A and private equity work.
He is a frequent speaker at seminars on corporate and governance matters, including those organized by PLI Practising Law Institute and the Garrett and Corporate Counsel Institute.
Dan Scorpio is a Managing Director and Head of M&A and Activism at H/Advisors Abernathy. He provides strategic communications and stakeholder engagement counsel to leadership teams and Boards of Directors regarding transactions, activism defense and governance matters.
Dan’s recent M&A advisory work includes T-Mobile’s acquisitions of Sprint and Mint Mobile, IFF’s RMT with DuPont’s Nutrition & Biosciences business, Symbotic’s public listing via a SPAC backed by SoftBank, Keurig Green Mountain’s acquisition of Dr Pepper Snapple, Silicon Motion’s cross-border acquisition by MaxLinear and Boston Beer Company’s acquisition of Dogfish Head. He has advised corporate clients in private and public engagements against activist investors including Carl Icahn, Elliott Management, JANA, Mantle Ridge, Pershing Square, Sachem Head and Starboard Value, among others.
He is skilled in connecting communications strategies to business objectives and brings a highly effective cross-stakeholder approach to client engagements. Dan has significant media relations experience and is a leader in applying digital strategies to drive positive outcomes for clients in contested M&A, proxy contests and special situations. He received a B.S. in Newspaper Journalism from Syracuse University’s Newhouse School.