Activism

Increasingly, shareholder activists are joining engaged investors to raise concerns about capital allocation, M&A and corporate governance. They often seek structural changes and longer-term involvement in the companies. As a result, boards and executive teams of publicly traded companies must provide ongoing public disclosure and interact with investors year-round. No public company is immune from being targeted by activism or investor scrutiny. Such investors support their arguments using potential pitfalls in management’s approach to operational, financial and environmental, social, and governance (ESG) issues. FTI Consulting helps clients effectively combat and disarm activism through preparedness, engagement, business transformation and enhanced performance.

How We Help

Addressing activist concerns requires focus on three key complementary areas: preparedness, engagement and execution. Companies need to identify potential drivers of dissent and take proactive steps to address vulnerabilities. Our senior experts focus on anticipating investors’ moves and providing strategic counsel to clients, creating a roadmap that begins with understanding shareholder expectations and ends with securing their support for board initiatives.

Our team — comprised of former investment professionals, former regulators, investigators, former operating executives, former board members and ESG experts — understands the investor perspective and is uniquely qualified to advise corporations globally on complex issues. We work side-by-side with our clients to help them navigate through and execute on steady state or complex, event-driven situations.

Clients that partner with us benefit from comprehensive advisory services related to shareholder activism, ranging from securing support for strategic initiatives and managing complex operational, business transformation and ESG issues to dealing with a contested situation. We offer comprehensive solutions and project-based services to meet and execute on clients’ specific needs.

Services we offer include:

• Shareholder Advisory. Comprehensive year-round support on interactions with institutional investors, proxy advisors, and other stakeholders in the activism and corporate governance space. This service includes an analysis of the organization’s financial and ESG profiles as well as strategic advisory on how to better position the firm with key investor audiences.
• Stock Surveillance and Shareholder Base Analysis. Robust analysis to identify trends and significant changes in the shareholder base, and near-real-time identification of evolving risks and activist threats.
• Activism Defense Strategy. Before any activist investor targets the organization, this service focuses on a proactive assessment and preventive monitoring to identify vulnerabilities and plan for a potential activism approach. This includes, where applicable, specific initiatives to benchmark, transform and enhance the performance of the business, addressing relevant transactions, and effectively communicating these items to the shareholder base.
• Proxy Contest and Contested M&A. During an activist campaign, this high-touch service supports clients that need help navigating all aspects of a contested situation. These include the development of a strategy and roadmap for the defense campaign, detailed investigations to understand the counterparties, implementation and communication of transformation initiatives, and successful engagement and communications with investors and market participants to secure shareholder support.
• M&A Advisory. To enhance certainty of close and secure the support needed to approve transactions, this service helps executives and directors engage and discuss with shareholders and proxy advisors the merits of proposed transactions.
• Shareholder Engagement. Securing support at the annual general meeting often begins well in advance and continues long after. We help you understand the continuous rise of investment stewardship, focus on the key financial and operational initiatives of importance to the shareholder base, and effectively engage on strategic, business transformation and ESG issues.
• ESG Advisory. Stay ahead of the curve by meeting stakeholders’ increasingly rigorous expectations for corporate oversight of operational and financial initiatives as well as business transformation and ESG issues through benchmarking, risk assessment, strategic program development, implementation (where appropriate), and sustainability reporting.