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Wherever you look, shareholder activism is on the rise. As a recent study by Diligent uncovered, 2023 saw situations reach a four-year global high, with almost 1,000 companies subjected to activist demands publicly. Yet if this trend is set to continue – nearly a quarter of Russell 3000 companies disclosed the potential for activism in their 10K reporting – executives must equally understand the precise threats they’re likely to encounter.
In practice, these risks are largely dependent on location. From environmental campaigns becoming more prominent in the US to governance reforms in Asia, these vary significantly, and leaders must grasp the issues they’ll encounter before entering the boardroom. Alliance Advisors explores what executives across a trio of geographies should expect, and how they can keep shareholders at bay.
North America
In March 2024, the SEC published its rules on climate disclosure. Among other things, companies are now expected to report both direct and indirect carbon emissions, as well as how they plan to manage climate risk. And while the final requirements are somewhat less stringent than some insiders feared, the prospect for environmental activism remains.
As sustainability nonprofit Ceres lately reported, a record 263 climate-related shareholder resolutions have been filed across North America so far this year, with JPMorgan and Citigroup among the giants under pressure. Other regulatory changes, notably SEC Rule 14a-19, presage greater ESG activism in other areas, too. Triggered when a shareholder plans to solicit at least 67 percent of voters, the so-called universal proxy card rule obliges both executives and dissidents to list every board nominee on a single slate. Especially for remote voters, that makes activism easier, as evidenced by the long-running dispute between unions and Starbucks.
Shadowed by the potential for M&A activism in Canada, with an economy dominated by mining and energy concerns, climate-conscious shareholders are inclined to worry – and executives will obviously be busy. Beyond carefully understanding the updated rules, securing outside expertise can help, especially around gathering intelligence on how institutional shareholders are likely to vote.
Europe
Europe has traditionally been a hotbed of boardroom activity, a trend that’s set to continue through 2024. As a poll by Skadden uncovered, more than half of European respondents expect a rise in shareholder activism over the next year, while two thirds of activists expect their organization to be involved in at least three campaigns.
And if financial and political uncertainty stymied some proxy battles in 2023, that looks set to change, too, with a full 98 percent of executives predicting a resurgence in visible, public disputes. That’s clear enough in practice: at the end of March, for instance, shareholders in AstraZeneca said they planned to fight a planned £18.7 mn ($23.4 mn) compensation package for the pharma giant’s CEO.
That speaks to a broader trend: between lackluster economic performance and concerns for social justice, stakeholders across the continent are less likely to tolerate large executive pay deals, particularly when needing to compete with dynamic American rivals. In the case of companies like Unilever, that’s doubly true when rebellions over pay intersect with broader disputes over corporate direction: the British multinational was criticized for botching a buyout involving GSK.
There are, of course, ways forward for concerned European executives. One is to embrace pay performance schemes, an increasingly popular tactic across the continent. Another is leveraging external expertise to understand exactly what shareholders are planning – then acting to stop opposition before it crystallizes.
Asia
A long-standing corporate cliche is that Asian shareholders are less inclined toward activism than their colleagues elsewhere. But this is changing fast. In March, for example, the Federation of Korean Industries reported that boardroom battles in the East Asian country have risen nine-fold since 2019. Markets as varied as Singapore and Japan are moving in the same direction and, though the specifics vary across borders, executives should nonetheless be conscious of common themes.
One example involves governance reform. In Japan, the Stewardship Code and Corporate Governance Code aim to align shareholder and corporate interests, for instance by discouraging cross-shareholdings. That’s echoed by similar pushes in China and India, with the results already impacting individual boardrooms. In February, to give one example, shareholders at Korean conglomerate Samsung pushed the company to institute share buybacks, among other changes.
From the perspective of squeezed executives, it doesn’t help that Korean stocks perennially underperform, with activists across the region increasingly vocal in their criticism of poor executive management. Ariake Capital recently used its stake in Chiba Kogyo Bank to lobby for bolstered employee incentives, while Fuji Soft has faced pressure to sell non-core holdings.
Conclusion
Suffice to say that company leaders must robustly engage shareholders in advance – much easier if they can rely on outside professionals. Overall, it seems clear that shareholder activism through 2024 will be even more prominent than in 2023, something that will inevitably cause problems for executives unwilling to listen and act upon their concerns. Fortunately, expert advice is available, ensuring executives emerge from activist campaigns stronger than before.
Adam Riches
Adam is a well-respected figure within shareholder activism and has strong relationships with leading professionals across the engagement, stewardship and corporate governance spaces
