Governance & Compliance 9: When shareholders go on the offensive

For many boards, the era of the passive shareholder register is over. So what should boards do when activists come knocking? Our latest episode suggests some answers. In this episode of our UK Governance & Compliance, Board Priorities mini-series, we get a view of shareholder activism from two hemispheres. Host Will Chalk is joined by Ashurst colleagues Miriam Kleiner from Sydney and Harry Thimont from London. Together they look beyond the attention-grabbing headlines and consider the underlying trends from Australia and the UK, including the hot button issues likely to raise the ire of activists and the common tactics they employ. The episode includes pertinent issues that boards should have on their radar, including any perceived weakness an activist shareholder may seek to exploit (e.g. capital allocation, operational inefficiencies, governance weaknesses). Throughout the episode, Harry emphasises board readiness including, “understanding which institutional investors may support management and which may be on the side of an activist is critical intelligence.” Will cautions against the assumption that activism is always a case of “us against them” and Harry concurs, “Engaging in constructive discussions can result in an outcome which not only avoids a potentially prolonged and draining campaign, but also has genuine upsides for the company and its shareholders.” While every campaign is different, having the right response infrastructure in place is always a good idea, as Miriam explains. “Establish the tone and approach to any conversations you're going to have. And really, if it's all managed properly, there should never be a surprise for the board because you're managing your register, you're constantly on top of it, you're constantly talking to shareholders.” To listen to this and subscribe to future episodes in this governance mini-series, search for “Ashurst Legal Outlook” on Apple Podcasts, Spotify or your favourite podcast player. You can also find out more about the full range of Ashurst podcasts at ashurst.com/podcasts. To receive updates and alerts on the issues raised in this podcast mini-series, subscribe to Ashurst’s regular Governance and Compliance updates. The information provided is not intended to be a comprehensive review of all developments in the law and practice, or to cover all aspects of those referred to. Listeners should take legal advice before applying it to specific issues or transactions.See omnystudio.com/listener for privacy information.