ACTIVISM ACTIVISTS. LOVE ‘EM OR HATE ‘EM, THESE 10 STORIES SHOW THEY’VE SHAPED THE LANDSCAPE AND LEFT AN INDELIBLE IMPRINT ON CORPORATE AMERICA. SHAREHOLDER ACTIVISM HAS NEVER BEEN hotter, or more contentious. Hedge fund activists have become the celebrity villains of corporate America, their campaigns and pressure tactics the stuff of headlines and endless kibitzing. And it’s not stopping anytime soon. In 2015, activist hedge funds had some $248 billion in capital at their disposal, compared to $114 billion three years earlier, according to Lazard, the investment bank. Last year saw 164 companies with market capitalizations above $500 million targeted by activist campaigns, double the 82 companies targeted in 2012. Today’s activists tend to be more mature and sophisticated than their brethren of the past. They’re more willing to challenge even the largest and most successful companies and more likely to come armed TIME WARNER 2006 ACTIVIST: CARL ICAHN, ICAHN PARTNERS (AND OTHERS) WHY IT WAS SIGNIFICANT: Icahn’s transition from corporate raider heralded the arrival of big-time hedge fund activism. WHAT HAPPENED: A corporate raider in the 1980s and ’90s, Icahn helped usher in modern-day hedge fund activism with a campaign notable for a series of firsts. It was one of the first activist calls for the break up of a large company, one of the first “wolf pack” attacks involving several activists at once, and one of the first times that a big-name investment bank (Lazard Frères) sided with an activist. Oh, and things got nasty. THE 10 MOST SIGNIFICANT ACTIVIST CAMPAIGNS with an operational plan, the support of increasingly powerful index funds, and the willingness to stick around. “You don’t have to be a broken company or a small company to be a target,” says Jim Rossman, Lazard’s head of corporate preparedness. “What’s different is that we now have activists with long-term outlooks and the credibility to approach any company.” When they don’t get their way, they’ll more readily demand a seat at the grown-ups’ table. In 2015, activist campaigns for board seats at companies with market caps above $500 million registered an 82% success rate, leading to the addition of 106 sitting directors, according to Lazard. To get a handle on activism’s ongoing evolution, Corporate Board Member asked investors, board members, investment bankers, lawyers, proxy advisers, consultants, and others which campaigns from the past decade stand out as most significant, and why. What emerged was an admittedly subjective list of the big, bad, and otherwise notable activist approaches. While some were obvious choices to everyone, others were subjects of disagreement. Let us know what you think. 28 CO R P O R AT E B OA R D M E M B E R S E CO N D Q UA RT E R 2 0 1 6 “Time Warner and Icahn was the biggest activist campaign of its time,” says Damien Park, managing partner at Hedge Fund Solutions, a Philadelphia consulting firm. “It really set the stage for what was to come over the next decade.” Icahn thought the media conglomerate could perform better. He started by pressing for a spin-off of its cable television operations into a separate company and a bigger share repurchase and ended by demanding a four-way split and the ouster of Chairman and CEO Richard Parsons and several other directors. Icahn didn’t get his breakup, but did get the board to quadruple its buyback to $20 billion and had a hand in picking two directors. He claimed to have made $300 million off the deal, inspiring other activists to think big. THE BOTTOM LINE: While Icahn didn’t get everything he wanted, he showed that activists can sway boards of even the largest companies. LEHMAN BROTHERS HOLDINGS 2008 ACTIVIST: DAVID EINHORN, GREENLIGHT CAPITAL WHY IT WAS SIGNIFICANT: One of the first big activist “shorts,” Einhorn’s public criticisms of