The most consequential decisions in shareholder activism are made long before an activist ever takes ownership. By the time a fund publicly discloses its stake and its intentions, the strategic planning has been completed: the company’s governance record and its expressed strategy determine how leadership negotiates.
Understanding the Activist Thesis Before Someone Else Writes It
Activist investors, usually hedge funds or investment firms that gain important equity positions in public companies with the intention to influence management, strategy, capital allocation, or board composition, are typically focused on exploiting liabilities that already exist in a company. The question for boards and executive teams then becomes how to respond to that activism.
To anticipate and counter arguments of an activist, a management team must analyze the company from an outside perspective as if it were a hostile acquirer. This analysis then reveals where the company is spending capital and what return is below the weighted average cost of capital.
Board Composition as the First Line of Credibility
When an activist launches a campaign against a company, he or she is attacking more than just the strategy of the company. The activist is also attacking the company’s board of directors. For this reason, the board’s experience, their independence, and their ability to bring the large shareholder’s perspective to the board are all critical in an activist campaign. This was the case in Trian Partners’ 2017 proxy contest at Procter & Gamble, which at the time was the largest proxy contest in history. Nelson Peltz and Trian argued that the incumbent board of P&G did not have the “operating edge” to compete in the current business environment.
It is the CEO’s and Chairman’s job to keep their Board fresh and ensure that the Board is evaluated on an annual basis. The skills matrix should map to the current strategy of the company, not the legacy strategy of the CEO. One of the most common mistakes that a CEO can make is keeping a poor-performing director on the Board.
Strategic Clarity: Owning the Narrative of Value Creation
The narrative around a company is a very important factor to value in today’s capital markets. Major shareholders of a public company need a clear understanding of the value that is being created at the company, and how that value is being deployed across the various businesses it includes.
On the other hand, conglomerates with many diverse businesses, whose value to shareholders is not transparently communicated, will be attacked by activist investors and, in the end, by the stock market. An example of this can be seen at General Electric, which was split into three independent companies: GE Healthcare, GE Aviation, and GE Power.

Investor Communication as Continuous Diplomacy
The most underappreciated aspect of the work of the board of directors and senior management of a public company is investor communication. With a significant number of institutional investors, including many index funds and several large active managers like BlackRock, Vanguard, State Street, and Fidelity, holding very large stakes in a few companies, the relationship between a company and its largest shareholders is essential.
That is what the management of the Walt Disney Company was able to do in response to the campaign launched by Nelson Peltz and his followers by electing two new members to Disney’s board of directors. They were able to demonstrate to Disney’s large investors that Disney had a strong board of directors and a well-thought-out and effective CEO succession plan. It was the decisive factor in their ultimate victory.
Structural Preparedness: The Machinery of Readiness
In addition to having the appropriate posture and relationships, the companies best prepared for the emergence of an activist investor will have in place the appropriate structural machinery to deal with the inevitable events arising during an activist campaign. This means that a company must have in place a team (GC, CFO, and Investor Relations leader) and firms that are not on retainer until needed, including a proxy solicitor, M&A advisor, and outside counsel with experience in contested situations.
The main structural measures available to a company are a shareholder rights plan, a classified board, and supermajority provisions for certain actions. But in the eyes of the proxy advisors and of the big institutional shareholders, each of these is an entrenchment device that should only be in place if approved by the shareholders.
Governance as Preemption, Not Reaction
The best companies dealing with activist investors are those where the presence of an activist in the company does not change very much. A well-refreshed board, a strategy put through its paces of outside stress tests, and the largest shareholders in the company know and, to a large degree, trust the people in the boardroom.
When assessing whether a company’s interests are being served, all shareholders scrutinize a company’s governance. The conclusion then is that by building a number of the key governance foundations, the need for an activist campaign to emerge is likely to be averted; if an activist campaign does emerge, the terms and course of that campaign will be dramatically improved; and in the interim, a company will be better-governed and be operating in the very best interests of all of its shareholders.
Companies do not have to wait until activist investors emerge to strengthen their governance and strategic positioning. The strategic advisory services at Hamptons Group help boards, executive leadership teams, and investors evaluate governance structures, identify strategic vulnerabilities, review corporate strategy, and strengthen shareholder engagement before activist concerns develop.
Frequently Asked Questions
What is a Schedule 13D and why is it so important for all activist shareholders to understand?
A Schedule 13D is a SEC-required disclosure document filed by a shareholder or group of shareholders of a public company who together acquire, or are deemed to have acquired, beneficial ownership of more than 5% of a public company’s voting shares with the intent to act within the corporation for their own purposes. In a Schedule 13D, the shareholder(s) are required to disclose their intentions regarding the acquired shares, thereby signaling the formal start of an activist campaign.
How is shareholder activism different from a hostile takeover?
Hostile takeovers of a company are attempts by one individual or group of individuals to acquire the company through means of an offer directly to the shareholders. The individual or group of individuals usually attempts to purchase most of the outstanding shares in a tender offer over the objection of the management and board of directors of the company. In shareholder activism, individuals attempt to purchase a minority of shares (between 1% and 10%) and to influence the corporation through attempting to seat one or more of their designees on the board of the corporation. They then attempt to influence management and employees to carry out the programs that the activist had proposed prior to his acquisition of a minority of the shares.
Do activist campaigns actually improve long-term company performance?
On average, companies that are the subject of an activist intervention have higher operating performance in the 3 to 5 years following an intervention than they had before the intervention, which somewhat refutes the argument that activist campaigns are by their very nature short-term focused. However, the opposite perspective would be that even where there is such improved operating performance, the improvement is largely a result of leverage, of a focus on financial engineering and of increased levels of dividend payments by way of share buybacks, with dividends being paid out from such elevated levels of leverage, with associated risk.
Are smaller companies at less risk of activist attention than large caps?
Smaller cap companies are far more frequently the target of an activist campaign than the large cap companies that receive most of the press coverage. Over 90% of all activist interventions are directed at companies with less than $2b in market capitalization. This is because, with less capital required to influence a company, activist funds are able to intervene and attempt to create value with less risk. Moreover, smaller companies have less developed governance structures and less sophisticated investor relations functions, which makes it easier for an activist to insert themselves in the corporate affairs of the company.






