iangow
commented
6 years ago Feeds into #61.
Closed iangow closed 6 years ago
iangow
commented
6 years ago Feeds into #61.
iangow
commented
6 years ago Hypotheses*:
I don't think that unaffiliated activist directors will simply be proxies for activists. It would be good to have examples where this is the case. For example, activist directors staying on the board long after the activist has gone. Or (better), an unaffiliated activist director not doing what activist wanted him or her to do. @surajsrinivasan might be able to point @sapyung to HBS cases that illustrate these ideas; that would be great.
iangow
commented
6 years ago * Note that I would not recommend making these explicit hypotheses in the paper. I think we want to come up with an "economic story" about activist directors as a phenomenon and build that into the paper for submission to JFE.
sapyung
commented
6 years ago Appendix: Activist Directors - Examples
1. Settlement - Affiliated Director leaves, Unaffiliated Director stays (959114247)
Target | SurModics, Inc. Activist | Starboard Value LP Dates | 2010-11-17 ~ 2011-02-07 Proposals/Outcome | Proxy fight for 3 board seats on classified board settled for 2 seats. Ramius said its nominees would implement a strategy to improve the company's stock performance.
| Director Name | Affiliation | Appointment Date | Retirement Date |
|---|---|---|---|
| Jeffrey Smith | Affiliated | 2011-01-05 | 2012-08-27 |
| David Dantzker | Unaffiliated | 2011-01-05 | Incumbent |
2. Settlement - Affiliated Directors only (1073545758)
| Director Name | Affiliation | Appointment Date | Retirement Date |
|---|---|---|---|
| Robert Bolton | Unaffiliated | 2013-05-15 | 2016-04-20 |
Target | The Manitowoc Company, Inc Activist | Icahn Associates Corp. Dates | 2014-12-29 ~ 2015-02-09 Proposals/Outcome | Icahn intended to engage in discussions with board and mgt regarding the separation of Co.'s Crane and Foodservice units and said that he may seek board representation. Co. then announced granted 1 seat to Icahn and the spin-off of the Foodservice unit.
| Director Name | Affiliation | Appointment Date | Retirement Date |
|---|---|---|---|
| Jesse Lynn | Affiliated | 2015-04-16 | 2018-02-23 |
3. Settlement - Unaffiliated Directors only (1073545829)
Target | The Eastern Company Activist | GAMCO Asset Management, Inc. Dates | 2015-02-11 ~ 2016-02-16 Proposals/Outcome | GAMCO noted that it was considering submitting nominations in light of the approaching deadline to submit director nominations at the 2016 AGM. Co. then nominated Fred Disanto, an individual recommended by GAMCO, for election to the board at the 2016 AGM.
| Director Name | Affiliation | Appointment Date | Retirement Date |
|---|---|---|---|
| Fred DiSanto | Unaffiliated | 2016-02-16 | Incumbent |
4. Settlement - Unaffiliated Director leaves, Affiliated Director stays (260059697)
Target | Energy Partners, Ltd. Activist | Carlson Capital LP Dates | 2007-12-03 ~ 2008-04-01 Proposals/Outcome | Dissident's discussions with CEO and certain directors regarding possible changes in board composition resulted a settlement agreement. The company appointed 3 Dissident recommended candidates to board and agreed to nominate them for reelection.
| Director Name | Affiliation | Appointment Date | Retirement Date |
|---|---|---|---|
| Bryant Patton | Unaffiliated | 2008-04-01 | 2009-09-21 |
| James Latimer | Unaffiliated | 2008-04-01 | 2009-09-21 |
| Steven Pully | Affiliated | 2008-04-01 | 2014-06-03 |
5. Proxy Fight - Affiliated Directors only (291970627)
Target | The Steak n Shake Company's Activist | Biglari Capital Corp. Dates | 2007-08-17 ~ 2008-03-07 Proposals/Outcome | Dissident 2 person slate elected to 9 person board. Dissident previously disclosed intent to call a special meeting to replace a majority of the board if successful in electing initial 2 nominees.
| Director Name | Affiliation | Appointment Date | Retirement Date |
|---|---|---|---|
| Philip Cooley | Affiliated | 2008-03-07 | Incumbent |
| Sardar Biglari | Affiliated | 2008-03-12 | Incumbent |
6. Proxy Fight - Unaffiliated Directors only (966491805)
Target | Hopfed Bancorp, Inc. Activist | Stilwell Value LLC Dates | 2013-02-25 ~ 2013-05-15 Proposals/Outcome | Proxy fight for one board seat succeeded in electing dissident nominee. Stilwell said the company's recent decision to buy another bank at a premium to tangible book value instead of repurchasing its own shares was foolish.
| Director Name | Affiliation | Appointment Date | Retirement Date |
|---|---|---|---|
| Robert Bolton | Unaffiliated | 2013-05-15 | 2016-04-20 |
sapyung
commented
6 years ago I found six examples of activist directors. 2 affiliated director cases, 2 unaffiliated director cases, and 2 cases with both affiliated and unaffiliated directors (the affiliated stays longer case + the unaffiliated stays longer case). 4 settlements and 2 proxy fight elections.
iangow
commented
6 years ago Awesome. Thanks. I have a busy day tomorrow (just got back to Australia), but I will try to weave these in over the weekend/early next week.
We don't have any examples in the paper. I think it would be good to find 5-6 example activism events (2-3 each of affiliated and unaffiliated) so we could make an appendix a bit like what we have in the targeted paper.
This will feed into rewriting the paper with more of a story about why activists would seek board seats, as I think the reasons will be different for these two cases.