Publications
2020 Shareholder Activism Insight Report
November 19, 2020
Schulte’s November 2020 Shareholder Activism Insight report, published in association with Activist Insight and Okapi Partners, reveals data compiled from a September 2020 survey of 45 respondents from different activist firms. The survey sample included activist funds that have engaged over 400 companies since 2013, including some of the largest and most high-profile situations, and managed a combined total of more than $300 billion in assets. Respondents were asked about their experience with shareholder activism in their respective regions and their expectations for activity in the next 12 months.
Ele Klein and Marc Weingarten, Schulte partners and co-chairs of the firm’s global Shareholder Activism Group, contributed expert commentary. The report also features Jim McNally, London-based shareholder activism, corporate and funds partner, Michael Swartz, New York-based partner who serves as co-chair of the Litigation Group and head of the shareholder activism litigation practice and former Schulte lawyer Aneliya Crawford.
Schulte is widely regarded as the dominant global law firm for shareholder activism. We bring to each matter a sophisticated knowledge of market practices, vast experience and unparalleled expertise in all areas of law impacting activism. Schulte has more than 30 years of experience advising clients on more than 1,000 shareholder activism matters, making us one of the most experienced advisers to activists in the world. Schulte assists with all matters relating to activism, including campaign strategies, corporate governance, proxy rules, trading and affiliate rules, Sections 13 and 16 compliance, antitrust regulations, federal and state securities and corporate laws, tax and regulatory issues and litigation. Our lawyers work with clients on a variety of activist strategies, including behind-the-scenes long-term partnerships between activists and management, proxy contests, board and management changes, consent solicitations, special meetings and withhold campaigns, M&A activism, exempt solicitations, regulatory approvals, investigations and legislative hearings, corporate governance improvements, defensive and offensive litigation, spin-offs, split-offs, divestitures and buybacks, and ESG. To learn more, visit Schulte’s Shareholder Activism Resource Center here.
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Related Insights
Alerts
On March 1, 2024, Judge Liles C. Burke of the US District Court for the Northern District of Alabama found the Corporate Transparency Act (“CTA”) unconstitutional. The CTA, which was enacted on Jan. 1, 2021, requires certain legal entities (known as “Reporting Companies”) to file beneficial ownership information reports (“BOI Reports”) with the US Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”).[1] Judge Burke’s 53-page opinion concluded that “the CTA exceeds the Constitution’s limits on the legislative branch and lacks a sufficient nexus to any enumerated power to be a necessary or proper means of achieving Congress’ policy goals.”[2] Judge Burke also issued a final judgment permanently enjoining the US Government from enforcing the CTA against the two plaintiffs —the National Small Business Association, a non-profit trade group that represents more than 65,000 member companies, and one of its members.[3]
Alerts
On Feb. 15, 2024, the US Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) proposed its long-anticipated rule, which will subject certain investment advisers to significant anti-money laundering and counter-terrorist financing-related compliance obligations (“Proposed Rule”). Specifically, the Proposed Rule requires certain investment advisers to (i) establish and implement anti-money laundering and countering the financing of terrorism (“AML/CFT”) programs, (ii) file suspicious activity reports (“SARs”) with FinCEN, and (iii) fulfill recordkeeping, information sharing, investor due diligence and other AML/CFT-related obligations mandated by the Bank Secrecy Act (“BSA”).[1] The Proposed Rule applies to investment advisers registered with the Securities and Exchange Commission (“SEC”), also known as registered investment advisers (“RIAs”) and exempt reporting advisers (“ERAs”) (collectively, “Covered Advisers”). The public comment period will remain open until April 15, 2024.
Alerts
On Jan. 10, 2024, the US Department of Labor (“DOL”) published its final rule on employee or independent contractor classification under the Fair Labor Standards Act (“FLSA”) for purposes of minimum wage and overtime. The final rule became effective March 11, 2024.
Alerts
On Feb. 6, the Staff of the US Securities and Exchange Commission’s Division of Investment Management (“Staff”) issued an updated FAQ (“FAQ”) with respect to Investment Advisers Act Rule 206(4)-1 (“Marketing Rule”), excerpted below,[1] addressing the presentation of gross and net internal rates of return (“IRRs”) when the fund uses subscription lines to fund investments. Although the Staff, for quite some time, has focused during examinations on the methodology used to calculate gross and net IRRs when subscription lines are used to fund investments, the amended Marketing Rule that went into effect in November 2022[2] specifically requires that gross and net performance be calculated and presented using the same methodology and over the same period of time. In the FAQ, the Staff expressed its view that certain historical performance reporting practices are no longer permitted under the Marketing Rule, even with clear disclosure regarding the differences in methodologies utilized to calculate the net and gross performance shown.
Alerts
On March 1, 2024, Judge Liles C. Burke of the US District Court for the Northern District of Alabama found the Corporate Transparency Act (“CTA”) unconstitutional. The CTA, which was enacted on Jan. 1, 2021, requires certain legal entities (known as “Reporting Companies”) to file beneficial ownership information reports (“BOI Reports”) with the US Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”).[1] Judge Burke’s 53-page opinion concluded that “the CTA exceeds the Constitution’s limits on the legislative branch and lacks a sufficient nexus to any enumerated power to be a necessary or proper means of achieving Congress’ policy goals.”[2] Judge Burke also issued a final judgment permanently enjoining the US Government from enforcing the CTA against the two plaintiffs —the National Small Business Association, a non-profit trade group that represents more than 65,000 member companies, and one of its members.[3]
Alerts
On Feb. 15, 2024, the US Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) proposed its long-anticipated rule, which will subject certain investment advisers to significant anti-money laundering and counter-terrorist financing-related compliance obligations (“Proposed Rule”). Specifically, the Proposed Rule requires certain investment advisers to (i) establish and implement anti-money laundering and countering the financing of terrorism (“AML/CFT”) programs, (ii) file suspicious activity reports (“SARs”) with FinCEN, and (iii) fulfill recordkeeping, information sharing, investor due diligence and other AML/CFT-related obligations mandated by the Bank Secrecy Act (“BSA”).[1] The Proposed Rule applies to investment advisers registered with the Securities and Exchange Commission (“SEC”), also known as registered investment advisers (“RIAs”) and exempt reporting advisers (“ERAs”) (collectively, “Covered Advisers”). The public comment period will remain open until April 15, 2024.
Alerts
On Jan. 10, 2024, the US Department of Labor (“DOL”) published its final rule on employee or independent contractor classification under the Fair Labor Standards Act (“FLSA”) for purposes of minimum wage and overtime. The final rule became effective March 11, 2024.
Alerts
On Feb. 6, the Staff of the US Securities and Exchange Commission’s Division of Investment Management (“Staff”) issued an updated FAQ (“FAQ”) with respect to Investment Advisers Act Rule 206(4)-1 (“Marketing Rule”), excerpted below,[1] addressing the presentation of gross and net internal rates of return (“IRRs”) when the fund uses subscription lines to fund investments. Although the Staff, for quite some time, has focused during examinations on the methodology used to calculate gross and net IRRs when subscription lines are used to fund investments, the amended Marketing Rule that went into effect in November 2022[2] specifically requires that gross and net performance be calculated and presented using the same methodology and over the same period of time. In the FAQ, the Staff expressed its view that certain historical performance reporting practices are no longer permitted under the Marketing Rule, even with clear disclosure regarding the differences in methodologies utilized to calculate the net and gross performance shown.
Alerts
On March 1, 2024, Judge Liles C. Burke of the US District Court for the Northern District of Alabama found the Corporate Transparency Act (“CTA”) unconstitutional. The CTA, which was enacted on Jan. 1, 2021, requires certain legal entities (known as “Reporting Companies”) to file beneficial ownership information reports (“BOI Reports”) with the US Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”).[1] Judge Burke’s 53-page opinion concluded that “the CTA exceeds the Constitution’s limits on the legislative branch and lacks a sufficient nexus to any enumerated power to be a necessary or proper means of achieving Congress’ policy goals.”[2] Judge Burke also issued a final judgment permanently enjoining the US Government from enforcing the CTA against the two plaintiffs —the National Small Business Association, a non-profit trade group that represents more than 65,000 member companies, and one of its members.[3]