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Despite Kyrie Irving’s 36 points (26 in the 4th quarter), 5 rebounds and 6 assists, the Dallas Mavericks fall to the Minnesota Timberwolves, 124-121. Anthony Edwards recorded 32 points and 5 rebounds for the Timberwolves, while Rudy Gobert added 21 points and 14 rebounds in the victory. Luka Doncic added 33 points, 12 rebounds and 6 assists for the Mavericks. The Timberwolves improve to 31-29 on the season, while the Mavericks fall to 31-28.
An activist investor, typically a specialized hedge fund, buys a significant minority stake in a publicly traded company in order to change how it is run.
The activist investor’s goals may be as modest as advising company management or as ambitious as forcing the sale of the company, divestitures or restructuring, or replacing the board of directors.
Unlike private equity firms that buy and restructure companies in order to profit when they are resold, activist investors seldom acquire full or majority stakes. Instead, they use public communications and private discussions to win over other shareholders and company insiders. When such efforts fail, an activist investor may pursue a proxy contest to elect new directors in order to force the company to meet their demands.
Key Takeaways
Activist investors buy minority stakes in public companies to change how they are run.
If they fail to persuade company managers, they may wage a proxy fight for board seats.
Some hedge funds specialize in activist investing while institutional investors may engage in it from time to time.
Investor activism may focus on maximizing shareholder value or on the company’s social responsibilities.
The SEC has proposed tougher disclosure rules for activist investors that critics contend may make activism unprofitable.
Understanding Activist Investors
Activist investors are sometimes called shareholder activists, a term also used to describe those lobbying companies to improve working conditions for the overseas employees of their contractors, or backers of a dissident board slate elected to fight climate change.
However, many activist investor campaigns seek only to maximize shareholder value, and most of those are the work of hedge funds specializing in the unique mix of public pressure, behind-the-scenes lobbying, and business expertise required.
Unlike the public pension funds and mutual funds that also engage in activism at times, activist hedge funds may hold highly concentrated stakes and supplement them with additional leverage from derivatives like stock options to offset the considerable cost of such campaigns. In contrast with institutional investors that sometimes turn to activism after owning a disappointing investment for years, activist hedge funds typically buy a stake in an underperforming company shortly before calling for change, and hope to profit from the resulting turnaround and price appreciation.
In contrast to institutional investors, activist hedge funds are also more willing to use confrontational tactics, from poison-pen letters to management and unflattering public reports to proxy fights seeking to oust incumbent directors.
The rise of activist investors has been described as an effective market response to the agency problem, which arises when agents (in this case company managements) have the opportunity and the means to enrich themselves at the expense of clients (in this case shareholders—a diffuse group with limited powers to safeguard its ownership interests.)
How Activist Investors Make Their Case
Investor activists often announce their campaigns by filing a Schedule 13D form with the U.S. Securities and Exchange Commission (SEC), which must be filed within 10 calendar days of acquiring 5% or more of a company’s voting class shares.
Qualified institutional investors and passive investors, meaning those not trying to acquire or influence control of the company, may instead file a simplified Schedule 13G with less stringent disclosure requirements and thresholds. Schedule 13D filers must disclose, among other facts, their reasons for acquiring the stake and any plans they may have for the company in terms of mergers and acquisitions, asset disposals, capitalization or dividends, or other policies.
The initial 13D filing gives the activist investor a golden opportunity to publicize their case for change at the targeted company. At the same time, the filing curtails the activist’s ability to alter their stake in, and plans for, the company out of the public eye. Any changes to the facts disclosed on a Schedule 13D must be reported in an amended filing “promptly,” under current SEC rules.
Activist investors may use amended Schedule 13D filings to comment on a company’s response to their proposals. For example, when Netflix, Inc. (NFLX) adopted a poison pill after funds affiliated with Carl Icahn reported a stake of nearly 10% in the video streaming company, the funds filed an amended disclosure calling the poison pill “an example of poor corporate governance.” Activist investors may also write sharply worded letters to incumbent managers, issue press releases arguing their case to other shareholders, or privately lobby institutional investors to side with them.
Whichever tactics activist investors use must be persuasive, since the only way to overcome opposition from entrenched company management short of a hostile takeover is to persuade a sufficient number of other shareholders to replace the board in a proxy fight, or at least to be able to credibly threaten to do so.
The Future of Shareholder Activism
There has been a claim that “activism is dying,” lamented Carl Icahn in May 2022, contrasting the legendary investor’s few-holds-barred approach seen in the past. Some have feared the changes proposed to the Schedule 13D disclosure requirements in 2022 constitute a pressing threat, with Elliott Investment Management stating publicly that the proposed rules “will virtually shut down activism.”
In February 2022 the SEC had proposed shortening the initial Schedule 13 filing deadline from 10 calendar days to 5, with amendments due within a day of a material change rather than “promptly” as currently. The proposal, if passed, would effectively force 13D filers to specify holdings of derivatives (such as options) that confer an economic interest in the company without the shareholder rights associated with an outright stock position. Perhaps more controversially, the proposed rules would no longer require investors to agree to act in concert and be designated a single group by the SEC for Schedule 13D reporting purposes. Rules have also been proposed to make it harder for activist shareholders to squash a company’s environmental or other pro-ESG initiatives.
SEC Chair Gary Gensler argued the stepped up requirements proposed would address “an information asymmetry” between activist investors and other shareholders. Critics countered the proposed rules would make activism unprofitable by making it more difficult and costly for activist investors to accumulate significant stakes, while inhibiting communication among shareholders.
Despite these proposed rule changes, shareholder activism does not seem to be slowing down (at least, not yet). For example, activist investor Nelson Peltz reportedly made a profit of more than $150 million by acquiring shares of Disney (DIS) in November 2022, in a move that prompted a proxy fight against the returning CEO, Bob Iger; however, this brief fight was called off after Iger announced a restructuring plan that is expected to save the media giant $5.5 billion in costs and cut 7,000 employees. Peltz has expressed satisfaction with the company’s direction and decision to make changes, praising Iger and his management team. In early 2023, ValueAct Capital Management, a San Francisco-based activist hedge fund, took a stake in streaming media company Spotify Technology SA (SPOT), with the goal of cutting costs and streamlining management. ValueAct has also disclosed a major position and board seat in SalesForce (CRM), which now has no less than five large activist investor shareholders on board with long positions, resulting in early 2023 cost cutting measures that include layoffs of 10% of the company’s employees. In all three of the these examples, markets have reacted positively to the inclusion of activist shareholders, seeing their share prices afterwards outperform.
Do Activist Investors Ever Settle With Companies?
Yes, because activist investing is not a zero-sum game. Since activist investors and incumbent managers share an interest in the company’s success, they may sometimes agree to a mutually acceptable compromise. Such agreements typically grant the activist investor representation on the company board in exchange for a pledge to support management and the company’s director nominees for a specified time. The agreements may also specify steps management will take at activist investors’ behest, while including standstill provisions preventing the activist from increasing their stake in the company or requiring them to maintain a specified minimum stake.
Is Shareholder Activism Dying?
While some fear recently proposed SEC rule changes may put a damper on activist investing, it has not yet seemed to slow down. After taking a dip in 2020 and 2021 due to COVID19 restrictions, activist investors were seen back above 2019 levels. In fact, shareholder activism activity hit a record high in 2022. Some predict this upward trend will continue through 2023 and beyond despite regulatory roadblocks that may be put in the way, although only time will tell.
Do Activist Investors Create Value?
Activist investors have been effective at times in addressing the agency problem faced by shareholders whose interests don’t always coincide with those of entrenched management teams. They’ve certainly created value for themselves and other shareholders. Activist investing can’t easily be pigeonholed as good or bad, however. Activist investors look out for themselves and realize the lion’s share of the value they unlock. Their relatively short-term focus on strategies likely to lift the share price, such as return of capital to shareholders in the form of dividends or share buybacks, can prevent companies from making needed long-term investments.
Which Activist Investor Generates the Largest Share-Price Gains at the Outset?
It is difficult to know for sure which activist investors have been the more successful dollar-for-dollar and what other factors may cause particular stocks to rise in addition to an activist taking on a stake, but we can look to SEC disclosures and public statements made by these investors. Elliott Investment Management, for one, claims that its investments receive an average rise of 8% in the shares of the target company on the day the firm made its stake public. According to Elliot, its activist engagements have increased the market values of the targeted companies by an aggregate of more $30 billion.
Who Are the Biggest Activist Investors?
The largest activist shareholders by assets under management (AUM) as of Q1 2023 are listed in the table below, led by New York City-based Third Point Partners:
Largest Activist Investment Firms by AUM (Q1 2023)
Rank
Profile
Managed AUM
Region
1.
Third Point Partners
$18,1 billion
North America
2.
Pershing Square Capital Management
$16,8 billion
North America
3.
ValueAct Capital
$13,2 billion
North America
4.
Eminence Capital
$10,5 billion
North America
5.
Pentwater Capital Management
$9,9 billion
North America
6.
Starboard Value LP
$9,2 billion
North America
7.
Trian Fund Management
$7.6 billion
North America
8.
Effissimo Capital Management
$6,8 billion
Asia
9.
Sachem Head Capital Management
$6,2 billion
North America
10.
Scopia Capital Management
$2,7 billion
North America
Source: Sovereign Wealth Fund Institute (SWFI)
The Bottom Line
When activist investors use their significant but still relatively small minority stakes to push for change at publicly listed companies, they must often exercise their rights as shareholders to the fullest to get the attention of incumbent management and persuade other shareholders. Activists often call for extreme cost cutting measures, including layoffs, more streamlined management, and disposing of unprofitable units. The discipline they impose promotes shareholder-friendly policies at other companies as well. But they are not always right, and any public benefit they provide may be incidental to their pursuit of profits for themselves and their clients.
Appellate courts, also known as the court of appeals, are the part of the American judicial system that is responsible for hearing and reviewing appeals from legal cases that have already been heard in a trial-level or other lower court.
Persons or entities such as corporations that experience an unsuccessful outcome in a trial-level or other lower courts may file an appeal with an appellate court to have the decision reviewed. If the appeal has merit, the lower ruling may be reversed. Appellate courts are present at both the state and federal levels and do not include a jury.
Key Takeaways
Appellate courts hear and review appeals from legal cases that have already been heard and ruled on in lower courts.
Appellate courts exist for both state and federal-level matters but feature only a committee of judges (often called justices) instead of a jury of one’s peers.
There are 13 appeals courts on the federal level, with each state having its own appeals court system, some of which include intermediate appellate courts.
How Appellate Courts Work
Appellate courts review the decisions of lower courts to determine if the court applied the law correctly. They exist as part of the judicial system to provide those who have judgments made against them an opportunity to have their case reviewed.
A publicly traded company with an unfavorable judgment against it will likely experience a drop in share price, but an appeal could overturn this previous ruling. If an appeal is successful, the stock price usually jumps.
Unsuccessful appeals may further be appealed to the Supreme Court.
Courts at the appellate level review the findings and evidence from the lower court and determine if there is sufficient evidence to support the determination made by the lower court. In addition, the appellate court will determine if the trial or lower court correctly applied the law.
The highest form of an appellate court in the U.S. is the U.S. Supreme Court, which hears only appeals of major importance and consequence.
Appellate Courts vs. Supreme Courts
Supreme courts typically have more authority and breadth than appellate courts. The U.S. Supreme Court is the highest legal authority there is in America and many states have their own supreme courts, or court of last resort.
Supreme courts review decisions made by appeals courts. Overall, there are 13 appellate courts on the federal level—12 district appellate courts and an appeals court for the Federal Circuit.
Many states have intermediate appellate courts, which serve as appeals courts meant to cut down on the workload for the state Supreme Court.
Forty-one of the 50 states have at least one intermediate appellate court.
Example of an Appellate Court Ruling
Shares of ride-sharing companies Uber Technologies Inc. and Lyft Inc. rose in the summer of 2020 after an appellate court granted a delay in the implementation of a new California law that requires many so-called “gig workers,” including drivers for ride-share companies, to be reclassified as employees.
In this instance, the appellate court decided that a previous ruling from a lower California court, affirming the constitutionality or legality of the state employment law, would be put on hold until it could evaluate the appeal and rule on its merits.
Not long after, investor hopes that Uber and Lyft could potentially get away with offering drivers no access to benefit plans or workers’ compensation coverage were dashed. In October of 2020, the California First District Court of Appeals ruled that the law was, in fact, legal and enforceable, meaning Uber and Lyft must treat their California drivers as employees, rather than independent contractors, and provide them with the benefits and wages they are entitled to under state labor law.
In February of 2021, the U.S. Supreme Court refused to hear Uber and Lyft’s appeal, affirming the lower court’s decision. The U.K. Supreme Court has also done the same.
There are four nations that were conferred observer status by the League: Brazil, Eritrea, India, and Venezuela.
The Arab League countries have widely varying levels of population, wealth, gross domestic product (GDP), and literacy. They are all predominantly Muslim, Arabic-speaking countries, but Egypt and Saudi Arabia are considered the dominant players in the League. Through agreements for joint defense, economic cooperation, and free trade, among others, the league helps its member countries to coordinate government and cultural programs to facilitate cooperation and limit conflict.
When Jordan joined the Arab League, its official name was Transjordan.
History of the Arab League
The League was formed in 1945 after the seven founding members signed the Alexandria Protocol in Cairo the previous year. The prominent issue at the time was freeing the Arab countries that were still under colonial rule.
Cairo was the original headquarters for the League in 1945. That changed in 1979 when it was moved to Tunis, Tunisia. The organization revoked Egypt’s membership after it signed a peace treaty with Israel. The League reestablished ties with Egypt in 1987 and moved its headquarters back to Cairo when it was admitted back as a member state in 1989.
The Arab League acted decisively and unanimously during the Arab Spring uprisings in early 2011 by revoking the country’s membership that same year. It supported United Nations (UN) action against then-leader Muammar Gaddafi’s forces. Libya’s membership was reinstated later that year after a representative of the National Transitional Council was installed following Gaddafi’s removal from office to act as the interim government.
The Arab League condemned the Islamic State in 2014 and several of its members launched airstrikes against the militant organization. But it did little as a whole to assist the Shiite-led Iraqi government. Syria’s membership was also under threat because of government violence against civilian protestors as the League passed a resolution to revoke it in 2011. In 2018 and 2019, the organization called on Turkey to withdraw from Syria.
In April 2021, the League called on Somalia to hold postponed presidential and parliamentary elections.
Views on Israel
One of the original goals of the Arab League was to prevent the breakup of Palestine via the creation of the Jewish state of Israel, as the organization recognizes Palestine as a separate nation.
The League’s position on Israel has been inconsistent. In 2019, it denounced Israel’s plans to annex the Jordan Valley. In February 2020, the League denounced the Middle East peace plan put forth by President Donald Trump’s administration, saying it “does not meet the minimum rights and aspirations of Palestinian people.”
Several members seemed to approve of the plan. And in September 2020, the League didn’t condemn the decision by the United Arab Emirates to normalize ties with the Jewish state.
One of the Arab League’s longest-lasting and unanimous actions: Its members’ economic boycott of Israel between 1948 and 1993.
The Arab League Charter
The charter of the Arab League was established on March 22, 1945, and is referred to as the Pact of the League of Arab States. It was signed by the leaders of the seven founding member states: Egypt, Iraq, Jordan, Lebanon, Saudi Arabia, Syria, and Yemen. As per the agreement, the member states aim to strengthen their ties and reinforce their sovereignty.
The pact is composed of 20 articles that outline the goals, governance, headquarters, and the creation of the Arab League Council. It also features what actions must be taken to resolve disputes among members.
There are also annexes on the following issues:
Palestine
The cooperation with other non-member Arab countries
The appointment of the League’s Secretary-General
The Arab League Council
The League Council is the highest body of the Arab League and is composed of representatives of member states, typically foreign ministers, their representatives, or permanent delegates. Each member state has one vote.
The Council meets twice a year, in March and September. Two or more members may request a special session if they desire.
The general secretariat manages the daily operations of the league and is headed by the secretary-general. The general secretariat is the administrative body of the league, the executive body of the council, and the specialized ministerial councils.
Arab League Member Conflicts
(The Arab League’s effectiveness and influence have been hampered by divisions among member states. During the Cold War, some members were supportive of the Soviet Union while others aligned with Western nations. There has also been rivalry over League leadership—especially between Egypt and Iraq.
Hostilities between monarchies such as Saudi Arabia, Jordan, and Morocco have been disruptive, as have the conduct of states that have undergone political change such as Egypt under Gamal Abdel Nasser, and Libya under Muammar Gaddafi. The attack on Saddam Hussein’s Iraq by the United States also created significant rifts between members of the Arab League.
Resolutions by the Council don’t have to be unanimously approved by members. However, because they are binding only on the nations that voted for them (no country has to abide by them against its will) their effectiveness is somewhat limited, often amounting to little more than declarations rather than implemented policies.
What Is the Purpose of the Arab League?
The Arab League’s state purpose is to seek close cooperation among its members on matters of common interest—specifically, economics, communication, culture, nationality, social welfare, and health; to strengthen ties, improve communication, and promote common interest among Arabic-speaking nations.
The Pact of the League of Arab States, the organization’s founding document, identifies the mission of the League as follows:
“The purpose of the League is to draw closer the relations between member States and coordinate their political activities with the aim of realizing a close collaboration between them, to safeguard their independence and sovereignty, and to consider in a general way the affairs and interests of the Arab countries.”
Who Is the Leader of the Arab League?
The Arab League is headed by the Secretary-General. As of June 4, 2022, Ahmed Aboul Gheit holds that post. He assumed it in 2016.
Does the Arab League Still Exist?
Yes, the Arab League still exists. But members are skipping League summits and declining positions, possibly a sign of waning enthusiasm for the organization.
Some scholars and statesmen feel that the League is unable to overcome a fundamental paralysis, due to internal divisions among its member nations, leading to “resolutions [that] are prefabricated, out of date, out of touch, and reflexively anti-Israeli,” as states a 2020 article posted by the Begin-Sadat Center for Strategic Studies. The conclusion of the Begin-Sadat Center for Strategic Studies is that “the time has come to close it down.”
“The League’s paralysis reflects its irrelevance since the 2000s,” Sean Yom, associate professor at Temple University, Philadelphia, and author of From Resilience to Revolution: How Foreign Interventions Destabilize the Middle East, said in a 2018 interview. “If we are going to see the League simply dissolve away, it will probably take another decade or two.”
Why Is Turkey Not in the Arab League?
Turkey has expressed interest in having an observer status in the League but has been refused for several reasons, most noticeably opposition from Iraq (whose Kurdish citizens Turkey has frequently battled with) and Syria (the latter still claims Turkey’s Hatay Province). The League also condemned Turkey’s military interventions in Libya and other countries.
Is the Arab League a Military Alliance?
The Arab League is not a military alliance per se. But its founding members agreed to cooperate in military affairs and coordinate military defense. At the 2007 summit, the leaders of its member states decided to reactivate their joint defense and establish a peacekeeping force to deploy in South Lebanon, Darfur, Iraq, and other hot spots.
At a 2015 summit in Egypt, member states agreed to form a joint voluntary military force in principle.
The Bottom Line
There are many different intergovernmental organizations found around the world. Some of these are global, such as the United Nations, while others are focused more on certain regions like the Arab League. This group is composed of 22 member nations that span the Middle East and Northern Africa. Like other, similar groups, the Arab League’s goals are to strengthen the relationships between member states while promoting their political and economic development.