Hedge fund activism: Cases, analysis and corporate governance
Tóm tắt
Activist hedge funds attempt to enhance shareholder value for their fund investors and company shareholders mainly through their active intervention in the business strategy of target firms. The objective of this article is to investigate five cases of hedge fund activism. The five activist hedge fund cases are Pirate Capital, LLC versus Walter Industries, Inc.; Shamrock Activist Value Fund versus Intrado, Inc.; MLF Investments, LLC versus Alloy, Inc.; Steel Partners II, L.P. versus Rowan Companies, Inc.; and JANA Partners, LLC versus The Houston Exploration Company. The events of the cases took place between 2003 and 2009. This article offers a unique exposition of the details of value-creating strategies pursued by activist hedge fund managers. In all the five cases examined, the target company's stock was undervalued from the hedge fund manager's perspective. Over the period, starting 10 days before the announcement of filing of Schedule 13D and ending 10 days after the filing, stock prices of target firms experienced significant increases. The initial response to the fund proposals from company management of the target company is always reluctant and unsatisfactory. Eventually all companies react favorably to hedge fund managers’ proposals. The management of the target company cannot ignore the proposals coming from informed activist shareholders. The key lesson is for company management of a target company to manage the assets of the firm efficiently; otherwise it will face the risk of a challenge to its corporate governance in the form of an attack by activist investors.
Tài liệu tham khảo
Bainbridge, S.M. (2005) Shareholder Activism and Institutional Investors. SSRN Working Paper Series.
Boyson, N.M. and Mooradian, R.M. (2009) Intense Hedge Fund Activists. SSRN Working Paper Series.
Brav, A., Jiang, W., Partnoy, F. and Thomas, R. (2008) Hedge fund activism, corporate governance, and firm performance. The Journal of Finance 63 (4): 1729–1775.
Campbell, C.J, Gillan, S.L. and Niden, C.M. (1999) Current perspective on shareholder proposals: Lessons from 1997 proxy season. Financial Management 28 (1): 89–98.
Clifford, C.P. (2008) Hedge fund activism, corporate governance, and firm performance. ProQuest Dissertations and Theses.
Fama, E.F. and Jensen, M.C. (1983) Separation of ownership and control. Journal of Law and Economics.
Gillan, S.L. and Starks, L.T. (1998) A survey of shareholder activism: Motivation and empirical evidence. Contemporary Finance Digest 2 (3): 10–34.
Gillan, S.L. and Starks, L.T. (2000) Corporate governance proposals and shareholders activism: The role of institutional investors. Journal of Financial Economics 57 (2): 275–305.
Gordon, L.A. and Pound, J. (1993) Information, ownership structure, and shareholder voting: evidence from shareholder-sponsored corporate governance proposals. The Journal of Finance 48 (2): 697–718.
Greenwood, R. and Schor, M. (2009) Investor activism and takeovers. Journal of Financial Economics 92 (3): 362–375.
Jensen, M. and Meckling, W.H. (1976) Theory of the firm: Managerial behavior, agency costs and ownership structure. Journal of Financial Economics 3 (4): 305–360.
Kahan, M. and Rock, E.B. (2007) Hedge funds in corporate governance and corporate control. University of Pennsylvania Law Review 155 (5): 1021–1091.
Karpoff, J.M., Malatesta, P.H. and Walkling, R.A. (1996) Corporate governance and shareholder initiatives: Empirical evidence. Journal of Financial Economics 42 (3): 365–395.
Klein, A. and Zur, E. (2006) Hedge fund activism, NYU Working paper CLB-06-017, http://papers.ssrn.com/sol3/papers.cfm?abstract_id=1291605.
Li, Y and Xu, J. (2010) Hedge fund activism and bank loan contracting. Working paper, Krannert School of Managment, http://papers.ssrn.com/sol3/papers.cfm?abstract_id=1573217.
Noe, T.H. (2002) Investor activism and financial market structure. The Review of Financial Studies: 26–27.
OECD. (July 2007) The implications of alternative investment vehicles for corporate governance, http://www.oecd.org/dataoecd/60/11/39007051.pdf.
Rowan Companies, Inc. Website. (9 February 2009) Rowan enters agreement with steel partners to nominate and support steel partners designee for election to board, http://www.rowancompanies.com/fw/main/default.asp?DocID=46&reqid=1254727&PrintLayoutID=21&SetUsersGridState=.
Shleifer, A. and Vishny, R.W. (1997) A survey of corporate governance. Journal of Finance 52 (June): 737–783.
Strickland, D., Wiles, K.W. and Zenner, M. (1996) A requiem for the USA-is small shareholder monitoring effective? Journal of Financial Economics 40 (2): 319–338.
The Houston Exploration Company. (12 June 2006) Schedule 13 D/A, http://sec.gov/Archives/edgar/data/1015293/000090266406001648/0000902664-06-001648-index.htm.
The Houston Exploration Company. (18 August 2006) Schedule 13 D/A, http://sec.gov/Archives/edgar/data/1015293/000090266406002129/0000902664-06-002129-index.htm.
Venkiteshwaran, V., Iyer, S. and Rao, R. (2008) Shareholder Activism à la Carl Icahn: A clinical study, http://69.175.2.130/~finman/Reno/Papers/Shareholder_Activism_a_la_Carl_Icahn_A_Clinical_Study.pdf.