Services

OUR SERVICES

We provide clients and their advisors with the diagnostics required for accurate assessments of the risks posed by shareholder activism and for the proper planning of investor outreach programs to marshal requisite levels of shareholder support in M&A transactions and in proxy contests for board representation and control.

 

Our strategic advice flows directly from our own due diligence regarding share ownership, including projections of likely voting by shareholders based on, among other things, extensive prior experience in numerous similar campaigns.  Our analyses illustrate the overall nature and scope of the challenges posed, while highlighting alternative paths to optimal outcomes based on likelihood of success.

 

We also develop, implement and coordinate comprehensive and multifaceted investor outreach programs to maximize shareholder support in M&A transactions and in proxy contests for board representation and control.  Our campaigns are matched carefully to the individual needs of our clients, and we routinely assist clients and their advisors with timely adaptations to company-specific, industry and market developments and trends, including (importantly) ongoing and anticipated changes in share ownership.

Our services include:

Share Ownership Profiles and Trading Analyses

Summary presentations and analysis of the issuer’s existing share ownership profile, including:

 

  • tallies of shares controlled by key voting constituencies (e.g., institutional investors with indexed investment portfolios, institutional investors with actively managed investment portfolios, hedge funds, event-driven/merger arbitrage firms and retail investors);

 

  • measurement of the extent to which institutional voting decisions will be determined by the recommendations of influential proxy advisory firms, such as Institutional Shareholder Services Inc. (ISS) and Glass, Lewis & Co., LLC;

 

  • identification of recent significant trends in share ownership; and

 

  • continued monitoring to identify and track changes in share ownership.

Vote Projections

Accurate estimates of likely voting based on, among other things, extensive prior experience in numerous similar campaigns in the U.S. and Europe, together with:

 

  • identification of pivotal proxy advisor and shareholder concerns; and

 

  • analysis of how the vote outcome will be affected by, among other things:
    • proxy advisor voting recommendations;
    • key shareholder voting decisions; and
    • ongoing and anticipated changes in share ownership.

Proxy/Consent Solicitations 

Our proxy/consent solicitation services begin with strategic planning, based on the insights contained in the share ownership profiles and vote projections described above, including:

 

  • timelines detailing the required steps for a successful outcome, e.g.:
    • mailings to shareholders;
    • meeting programs with proxy advisors, proxy committee members/decision makers at institutional investors and decision makers at hedge funds and event-driven/merger arbitrage firms, together with required follow-up contacts, over typically compressed timeframes;
    • telephone contacts with retail investors; and
    • contacts with the broker and bank custodians of such investors, as well as the proxy agents of such custodians; and

 

  • document review and editing, including:
    • the content and format of proxy/consent soliciting materials; and
    • presentations for proxy advisors, proxy committee members/decision makers at institutional investors and decision makers at hedge funds and event-driven/merger arbitrage firms.

 

In proxy solicitations for annual and special shareholders’ meetings (AGMs/EGMs) and in consent solicitations for equity and debt securities, we assist clients and their advisors in determining the most efficient allocation of resources, including development and implementation of the most promising and practical approaches to proxy advisors, institutional investors, hedge funds and event-driven/merger arbitrage firms, incorporating the insights gleaned from direct experience with these advisors and investors in numerous prior campaigns regarding the same or similar issues. We also develop and implement the most promising and practical approaches to retail investors to maximize prospects for success.

 

Our campaigns are supported by a continuous dialogue with decision makers and back-office personnel at beneficial owners of voting securities, along with their broker and bank custodians and the proxy agents for such custodians, to optimize investor vote participation and support levels.

Information Agent Services in Tender/Exchange Offers

Our information agent services in tender/exchange offers begin with strategic planning, based on the insights contained in the share ownership profiles described above, including:

 

  • timelines detailing the required steps for a successful outcome, e.g.:
    • mailings to shareholders;
    • meeting programs and other contacts with decision makers at institutional investors, hedge funds and event-driven/merger arbitrage firms, together with required follow-up contacts, over typically compressed timeframes;
    • telephone contacts with retail investors; and
    • contacts with the broker and bank custodians of such investors, as well as relevant securities clearing agencies; and

 

  • document review and editing, including:
    • the content and format of tender/exchange offer materials; and
    • presentations for decision makers at institutional investors, hedge funds and event-driven/merger arbitrage firms.

 

In agreed and unsolicited domestic and cross-border cash tender and exchange offers, we assist clients and their advisors in determining the most efficient allocation of resources, including development and implementation of the most promising and practical approaches to institutional investors, hedge funds and event-driven/merger arbitrage firms, incorporating the insights gleaned from direct experience with these investors in numerous prior campaigns regarding the same or similar issues. We also develop and implement the most promising and practical approaches to retail investors to maximize prospects for success.

 

Our campaigns are supported by a continuous dialogue with decision makers and back-office personnel at beneficial owners of voting securities, along with their broker and bank custodians and relevant securities clearing agencies, to ensure widespread understanding of offer terms and conditions, including applicable deadlines for tendering securities.

Tender/Exchange Offer Response Services

We assist issuers in evaluating the risks posed by unsolicited cash tender and exchange offers and in responding to such offers by providing services similar to the proxy/consent solicitation and information agent services in tender/exchange offers described above.  Our work in this area is customized to the specific needs of the issuer, which vary, based on, among other things, the extent to which the bidder can engage in related solicitations of proxies or consents from shareholders in support of its offer and ongoing and anticipated changes in share ownership.

Corporate Governance and Executive Compensation Consulting

Informed input regarding how the issuer’s corporate governance profile and executive compensation plans will be viewed under established proxy advisory firm and institutional investor voting guidelines, including strategic insights regarding the practical consequences of deviations from those guidelines, which often vary, depending on, among other things, the issuer’s overall share ownership profile and the issues presented for shareholder consideration and action.

Litigation Support

Expert witness testimony, primarily in connection with U.S. District Court and Delaware Chancery Court proceedings regarding corporate control matters, including shareholder rights plans.