This article was first published on Activist Insight Online on January 18, 2019. For more information about the module, click here.
Last week, ValueAct Capital Partners gained a seat on the board of Japanese-based Olympus, a landmark moment for shareholder activism in Japan. Olympus agreed to propose ValueAct Partner Robert Hale for election at the next annual meeting and add two additional foreign directors as part of its transformation into a “truly global medical technology company.”
Before raising a glass to shareholder activism in Japan, expectations for a sea change should be tempered. Advisers in the space I spoke to note that ValueAct’s victory is unique and should be treated in isolation. The news may be less about a tale of ValueAct’s success, and more about a troubled company seeking a “life rope,” according to Alicia Ogawa, director of the Project on Japanese Corporate Governance and Stewardship at Columbia Business School.
Olympus has bounced from one scandal to another over the past 10 years, from accusations of bribery, kickbacks, and accounting fraud to superbug outbreaks related to its duodenoscopes. The U.S. Department of Justice has been investigating the company since it was hit by an accounting scandal in 2011, and recent allegations of bribery in China compounded Olympus’ legal troubles.
“This is usually the only way foreigners get their foot in the door – when there is a moment of life or death emergency,” Ogawa says.
At the same time, more than half of the company’s shares are owned by foreigners, who are much more likely to support faces outside Japan in the boardroom. The Financial Times reported that ValueAct threatened a proxy contest to remove the entire board, although a person familiar with the U.S. hedge fund told Activist Insight Online that the engagement “has been respectful, open, and collaborative.”
ValueAct has a unique track record of collaboration with a range of iconic companies, including Microsoft, Twenty-First Century Fox and Rolls-Royce Holdings. Olympus, however, may be a tough nut to crack, not least due to language and cultural barriers, as well as the company’s own unfortunate experience with foreigners. Olympus’ first non-Japanese CEO Michael Woodford realized painfully years ago that he was kept out of the company’s inner circle and emerged as a whistleblower over a $1.7 billion accounting fraud.
Elsewhere in the news:
ValueAct reached a cooperation agreement with Citigroup, allowing it to receive confidential information and a board seat when a conflict of interest is removed.
State Street’s stewardship unit said it would focus its engagement efforts on “corporate culture” in 2019, noting many directors struggle to identify what it means for their companies, let alone change it.
Meanwhile, BlackRock’s Larry Fink said in his annual letter to CEOs that companies should identify a purpose that matches their corporate strategies. Fink reiterated his point of view from last year that issuers should provide more leadership in societal issues, including retirement and infrastructure.
Ashland Global received an important boost in its proxy fight against Cruiser Capital, after large and influential shareholder Neuberger Berman publicly supported the incumbents. The endorsement came at a price – Neuberger Berman will have a say in the selection of two independent directors.
Telecom Italia set the date for a clash between Elliott Management and French group Vivendi, which wants to regain control of the board. Elliott offered stinging criticism of Vivendi and expressed confidence shareholders will back its slate a second time.
Bandera Partners received partial support from proxy advisers in its first ever proxy fight at Luby’s. Institutional Shareholder Services recommended shareholders vote for father and son Phil and Jeff Gramm, while Glass Lewis endorsed Jeff, the Bandera portfolio manager.
SQN Investors is raising the pressure on user-review website Yelp, threatening a proxy contest. A renewal of the board should be complemented by a strategic review, SQN contended.
Waterton Global Resource Management is back with a vengeance at Hudbay Minerals, seeking a comprehensive board and management shakeup. Waterton advanced eight directors, after settlement talks broke down. The private equity firm initially sought to prevent further acquisitions, but later upgraded its demands.
Cevian Capital joined the board of Finnish lender Nordea Bank, less than a month after revealing a stake.
D.E. Shaw Investment Group publicly endorsed the campaign at EQT launched by the Rice Brothers and called for a shareholder referendum on their return in April.
Next week, Activist Insight will again partner with Skytop Strategies at this year’s Shareholder Activism Summit in New York. The conference will take place Thursday, January 24 and our Editor-in-Chief Josh Black will be moderating a panel titled Globalization of Activism: The Emerging Trendline. For a 30% discount on registration, just use code PartnerPass30 when registering.
As always, Activist Insight Online reporters will be diligently covering all developments in activism around the world, and Iuri Struta will be highlighting the most remarkable stories in this roundup. If you have suggestions for improving our coverage, or a tip, you can contact us at email@example.com