Annual Review of Shareholder Activism 2023

Mary Ann Deignan is Head of Capital Markets Advisory, and Rich Thomas and Kathryn Night are Managing Directors in the Capital Markets Advisory group at Lazard. This post is based on a Lazard memorandum by Ms. Deignan, Mr. Thomas, Ms. Night, Christopher Couvelier, Antonin Deslandes, and Leah Friedman. Related research from the Program on Corporate Governance includes The Long-Term Effects of Hedge Fund Activism (discussed on the Forum here) by Lucian A. Bebchuk, Alon P. Brav, and Wei Jiang; Dancing with Activists (discussed on the Forum here) by Lucian A. Bebchuk, Alon P. Brav, Wei Jiang, and Thomas Keusch; and Who Bleeds When the Wolves Bite? A Flesh-and-Blood Perspective on Hedge Fund Activism and Our Strange Corporate Governance System by Leo E. Strine.

Lazard’s 2023 review of shareholder activism highlights key trends and data in shareholder activism activity throughout the year. New campaign activity in 2023 represented a 7% increase year-over-year and an all-time record for activity in Europe and APAC.

Global Campaign Activity Reaches All-Time Highs

2023 activity reached a record high, topping the prior record set in 2018. Europe and APAC were the largest contributors to the spike in activity, with each experiencing record levels of new campaigns.

  • 252 new campaigns globally in 2023, representing a 7% increase YoY and the busiest year on record
  • Both Europe (69 campaigns) and APAC (44 campaigns) had record years, both surpassing their five-year averages by 26% and 55% respectively
  • North America activity pulled back slightly after the robust 2022 post-COVID surge of new campaigns

Record Number of First Timers Leading Campaigns in 2023

2023 activism featured the broadest range of agitators in history, with more than 180 different activists and the greatest number of “first timers” initiating campaigns

  • 2023 saw a record number of activists launching campaigns (183), a 21% YoY increase from 2022 and well above the five year average of 141
  • A record 77 first timers initiated campaigns in 2023 vs. 55 first timers in 2022 and above the five-year average of 44
  • Europe drove the increase in “first-timer” activity with 31 new activists launching campaigns (more than double the number in 2022), and North America and APAC “first-timers” also contributing 35 (up 6% Y-o-Y) and 8 (down 20% Y-o-Y) new names to the list of agitators, respectively
  • In Europe, two-thirds of first timer campaigns focused on challenging announced M&A transactions or advocating for sale/divestitures as a path to unlock value

Number of Global Board Seats Won Continues to Grow

In 2023, total Board seats won by activists increased for the third consecutive year, reflecting the increased number of successful Board Change campaigns in Europe and APAC.

  • The 122 Board seats won in 2023 is up 13% globally YoY, but is equal to the five-year historical average of 122
  • A record 31% of Board seats have been won through proxy contests, well above the historical average of 17%
  • The increased proportion was attributable to large proxy fight wins in Europe and APAC, where activists won 23 and 11 seats, respectively
  • 83% of seats won in Europe were through proxy fights – this is after no activist had successfully won a European proxy fight since 2020
  • Consistent with the slow down in campaign activity in North America, the number of Board seats won (88 seats) was down 12% relative to the five-year average

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