Firms wary as investor activism gains traction (2024)

As per company disclosures, a sizeable number of minority shareholders across firms have voted against resolutions ranging from investments in subsidiary firms to the appointment of directors and fixing remuneration for executives and auditors.

While in most instances, the resolutions have been passed as majority shareholders, including promoters, have voted in favour, minority shareholders have chosen to register their protest by voting against the proposals.

It wasn’t always like this. In the past, retail shareholders often stayed away from voting while institutional shareholders often voted in line with promoters and management. This is slowly changing.

The recent annual general meeting (AGM) season that stretched through the summer months is a case in point.

Companies such as Adani Ports and Special Economic Zone Ltd, JM Financial Ltd, Shoppers Stop Ltd, IDFC Ltd, Bharat Forge Ltd, Tata Power Co. Ltd, Cummins India Ltd, Deepak Fertilisers and Petrochemicals Corp. Ltd and NIIT Technologies Ltd saw public shareholders opposing resolutions.

In the case of Adani Ports, 31.46% of public institutional shareholders voted against a resolution seeking an authorization for the board to decide on loans or investments up to 10,000 crore, over and above the stipulated limits.

Nearly 20% of the non-institutional shareholders also voted against the resolution that was ultimately passed.

A resolution seeking approval for material related-party transactions by the firm in 2014-15 also saw nearly 25% institutional shareholders and 20% of non-institutional investors opposing it.

The AGM was held on 11 August. Adani Ports did not respond to an email query sent on Thursday.

“Shareholders, especially institutional, are asserting their rights and showing their presence to the company by resisting on issues they are not comfortable with. These are the initial stages as participation by retail investors is yet to increase in the manner it has increased for institutional shareholders," says J.N. Gupta, managing director of corporate governance advisory SES Governance.

He said investors have realized they can make the board sit up and take notice by casting a dissenting vote.

According to data collated by SES Governance, nearly 24% of public shareholders of JM Financial voted against the resolutions linked to a related-party transaction with JM Financial Asset Management and JM Financial Credit Solutions at the company’s AGM held on 30 July.

In another instance, 13% of the public shareholders of IDFC opposed a resolution regarding the appointment and remuneration of an auditor, while 12% opposed the resolution regarding the appointment of a director at the AGM held on 30 July.

Both JM Financial and IDFC did not respond to email queries sent on Thursday seeking their views on minority shareholders opposing certain resolutions.

NIIT Technologies and Tata Power also saw shareholders oppose resolutions related to the appointment of a director and audited financial numbers, respectively. Both AGMs were held in the first week of August.

As in other cases, the resolutions were ultimately cleared by the majority.

NIIT Technologies and Tata Power did not respond to email queries.

Shriram Subramanian, managing director at InGovern, a Bengaluru-based corporate governance advisory firm, says that negative votes send a bad signal to the market, and promoters need to take them seriously since they would need to tap the markets for funding at regular intervals.

“It is good to see that investors have become more vigilant. Voting is a right and should be exercised with responsibility. More than the number of negative votes, what matters is the signal that goes in the market. If a well-known investor opposes a particular resolution, the whole market takes note of it. Promoters cannot take it lightly as they would have to come back to the same people for additional capital," says Subramanian.

The regulatory framework has also sought to empower minority shareholders.

Market regulator Securities and Exchange Board of India (Sebi) rules now require that all related-party transactions be approved by a majority of the minority shareholder.

Promoters are required to abstain from such voting.

At the AGM held on 31 July, 10.26% of the public shareholders of Shoppers Stop opposed a resolution seeking an approval of related-party transactions entered into by the company with its subsidiary, Hypercity Retail (India). Shoppers Stop did not respond to an email seeking details.

“Going ahead, we expect to see increased participation by both institutional and retail shareholders, and companies will be more careful when coming to shareholders with resolutions that may be against the interest of non-controlling shareholders for fear of defeat," says Gupta, a former executive director with Sebi.

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Published: 17 Aug 2015, 01:01 AM IST

Firms wary as investor activism gains traction (2024)

FAQs

What are the risks of activist investing? ›

If the target company is successful, the activist and its group of investors can suffer damages including a loss of voting rights as stockholders. Such litigation is not only expensive but can also involve reputational harm where seemingly irrelevant dirty laundry may be aired.

What are the disadvantages of shareholder activism? ›

Disadvantages of Individual Activist Investors

Individual activist shareholders may not share the same interests or goals as other shareholders and, therefore, may destroy shareholder value. For example, an activist shareholder may only prefer a short-term holding time horizon;.

What are the advantages of investor activism? ›

Activist investors play a vital role in the modern financial landscape. Their interventions can lead to improved corporate governance, increased accountability, and enhanced shareholder value.

What is the activist approach in investing? ›

The activist investor identifies a target and then obtains a sizeable stake in the company's equity, which often signals to the market that changes are soon to come. Hence, after the news gets around that an activist firm has become a shareholder, the company's share price can rise in anticipation of a turnaround.

What is the problem with activist investors? ›

The firms that activists target tend to underperform relative to their industry. Due to activists' aggressive attitude toward management and hostile approaches to short-term profit making, they are often perceived as “corporate raiders,” “green mailers” or “asset strippers”.

Is investor activism positive or negative? ›

Activist investors may have sound ideas about how management can use the company's assets better, improve its operations, or enhance shareholder value. Management may or may not be receptive to such ideas. However, the dialog could be productive of positive changes for the individual investor as well as the activist.

What are the negatives of activism? ›

These effects can easily evolve into more intense feelings such as burnout, compassion fatigue, and even suicidal ideation in some case. Involvement in higher-risk activism, such as involvement in a protest or riot, is associated with more negative side effects and distress than lower-risk activism.

What are the threats of shareholder activism? ›

While such activism can pose threats, including disruption of management plans, reputational damage, and potential change in control, it also presents opportunities for companies to identify areas for improvement, enhance shareholder value, and improve corporate governance.

What are the arguments for shareholder activism? ›

Understanding Shareholders Activism

For example, if a company is making a lot of profit, shareholders could ask for more dividends to be paid to them. Financial reasons for taking action could also include cutting costs, changing how the company is structured, choosing new leaders, or dealing with salaries.

What is meant by investor activism? ›

Activist investing is the practice of buying a large amount of a company's stock with the goal of gaining influence and pressuring the leadership team to make a specific set of changes to the enterprise. Activist investors push for changes that would increase the company's share price or benefit the activist investor ...

How successful are activist investors? ›

Multiple studies have shown that activism succeeds in raising share prices, at least temporarily. A major recent study by Lucian Bebchuk, Alon Brav, and Wei Jiang of activist investments from 1994 through 2007 also found five-year improvements in the operating performance of targeted companies.

What are the advantages and disadvantages of investors? ›

There are some pros and cons you should consider before taking on an investor.
  • Pros.
  • Cashflow. Investors can be a great source of capital which is necessary to keep the gears of your business turning. ...
  • Expertise and Connections. ...
  • Faster Growth. ...
  • Cons.
  • Less Control. ...
  • More Pressure to Make a Profit. ...
  • Potentially Less Profit.
Jun 12, 2023

What is an example of an activist investor? ›

The three most well-known shareholder activists today are Carl Icahn, Bill Ackman, and Dan Loeb. Activist Investment Funds are companies that manage a pool of funds to give more power to shareholders that seek change. One of the most well-known of these types of funds is the Elliot Management Corporation.

How do you deal with activist investors? ›

No duty to discuss or negotiate, but usually advisable to meet with the activist and discuss the activist's criticisms and proposals (company participants in any such meeting should prepare carefully with the company's activist response team and there should be at least two company participants in any such meeting); no ...

What motivates activist investors? ›

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.

What are the dangers of being an activist? ›

The most common adverse side effects from being involved in activism include depression, anxiety, and stress. These effects can easily evolve into more intense feelings such as burnout, compassion fatigue, and even suicidal ideation in some case.

What are the risks of community investing? ›

These risks may include credit risk, market risk, liquidity risk, and currency risk, among others. To mitigate these risks, investors should diversify their portfolios, conduct thorough due diligence, and monitor their investments closely.

What are the cons of active investing? ›

Though active investing may have potential advantages over passive investing, it also comes with potential limitations to consider:
  • Requires high engagement. ...
  • Demands higher risk tolerance. ...
  • Tends not to beat benchmarks over time.

What are the risks of impact investing? ›

One of the key risks is that impact investments may not generate the intended social or environmental impact. Another risk is that financial returns may be lower than anticipated. There are a number of different types of impact investments.

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