By Svea Herbst-Bayliss and Emma-Victoria Farr
A woman walks along Wall Street outside the New York Stock Exchange (NYSE) in New York City, U.S., April 9, 2025. REUTERS
(Reuters)
- Activist shareholders are poised to push harder for corporate changes
in the coming months, finding fresh confidence to launch campaigns as
the pace of dealmaking picks up again.
Bankers,
lawyers, and investors forecast a spike in fights over corporate
leadership, operational improvements and spin-offs in the second half of
2025. Many global corporations will gird for costly and time-consuming
battles, they said, even as some activist investors may be willing to
compromise.
"Activity in the back half of the year will be more significant," said
Alfredo Porretti, global co-head of Shareholder Engagement and M&A
Capital Markets at JPMorgan Chase. (JPM.N) "Activists are aiming more carefully but are not pulling the trigger yet."
The expected rebound in campaigns at global companies will follow an unusually quiet second quarter when only 59 were launched, including ones at U.S. information technology company Hewlett Packard Enterprise (HPE.N) and U.S. consumer healthcare company Kenvue (KVUE.N), which makes Band-Aids and Tylenol.
Between
April and the end of June, the pace of campaigns where investors push
for changes to boost the share price shrank by 16% from a busy first
quarter. They were down 32% from a year ago, Barclays' (BARC.L) data show.
Investors
said many activists remained on the sidelines in the second quarter,
worried about how U.S. President Donald Trump's tariffs and tax policies
might affect their proposed strategies to improve corporate
performance.
"Activists
re-evaluated public campaigns in the second quarter given equity market
volatility and macro uncertainty but, privately, there were significant
levels of agitation through to mid-year," said Pam Codo-Lotti, chief
operating officer of Activism and Shareholder Advisory at Goldman Sachs (GS.N).
Looking ahead, both established corporate agitators such as Elliott
Investment Management, Jana Partners and Sachem Head Capital Management
are reviewing new ideas, as are newcomers who have never tried to
publicly prod companies to perform better, people familiar with their
work said.
Already in the first days of the second half, activist Starboard Value built a stake in online travel company Tripadvisor (TRIP.O) with plans to engage with management.
Activists
usually target companies during the fall and winter months, long before
the next year's annual meeting season in the spring. Often they start
with private talks before making demands public.
Companies are preparing for the expected onslaught.
Board
members with negative memories of previous activist pressure are
pushing management to hire advisers now to assess vulnerabilities and
take pre-emptive action, said two directors at large American companies
not permitted to discuss the preparations publicly.
Long-tenured directors might be replaced or chief executives not keeping pace with peers might be moved out, they said.
"In
times of economic volatility and uncertainty, shareholder activism is
more likely due to weak spots in companies," said Ingo Speich, head of
sustainability and corporate governance at German asset manager Deka
Investment. "Poor governance is a constant source of shareholder
activism. Companies in transition mode are more vulnerable and open
windows for shareholders to become more active."
So
far this year, the favorite demand for activist investors has been a
call for board changes, appearing in 43% of campaigns during the first
half of 2025. Activist Mantle Ridge successfully pushed for board
changes at Air Products and Chemicals (APD.N) and Elliott did so at Phillips 66 (PSX.N).
Looking
ahead, bankers and lawyers expect a pickup in demands for sales of
companies or spin-offs, which featured in only 33% of all campaigns in
the first half. They pointed to growing investor confidence that the pace of global dealmaking will pick up.
"We
expect public activist campaigns levels to accelerate in the second
half of the year with renewed focus on M&A targets, of course
barring macro headwinds," Goldman's Codo-Lotti said.
After
making a name for themselves years ago with noisy public campaigns
waged by investors like Carl Icahn, Bill Ackman and Daniel Loeb, many
activists are now ready to adopt a lower profile and stay out of the
headlines, bankers and lawyers said.
Institutional
investors, who jointly oversee $35 trillion in assets, "overwhelmingly
view activism as a useful market force" and 77% see it as a catalyst for
change while 71% call it a driver of accountability, according to new
research from shareholder advisory firm SquareWell Partners.
With
their reputations established, activists may be ready to stop short of
waging expensive and messy proxy fights, agreeing instead to quiet
settlements.
For instance, Jana Partners had long pushed French-fry maker Lamb Weston (LW.N) for
operational and board changes and possibly even a sale of the company.
In late June, the hedge fund averted a high-profile boardroom fight by
scoring a settlement that put four of its candidates on the board and
added two that both sides agreed on.
"Peace
may indeed be breaking out with more settlements reached and board
seats going to the activists," JPMorgan's Porretti said, adding "but the
settlements are reached only if each side is feeling a little
weakness."
Reporting by Svea Herbst-Bayliss in New York and Emma-Victoria Farr in Frankfurt; Editing by David Gregorio
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