Hedge fund activism has emerged as a major force of corporate governance since the 2000s. By the mid-2000s, there were between 150-200 activist hedge funds in action each year, advocating for changes in 200-300 publicly listed companies in the U.S. In this paper, we review the evolution and major characteristics of hedge fund activism, as well as the short-and long-term impact of such activities on the performance and governance of the targeted companies. Though most of the analyses are based on a comprehensive sample of over 2,000 activism events in the U.S. from 1994 to 2011, hand-collected by the authors from regulatory filings and news searches, this paper covers all major studies on the topic, including those on non-U.S. markets.
I. Data on Hedge Fund ActivismThis section reviews the approaches researchers have taken to construct samples of hedge fund activism events. Data on activist interventions in the U.S. are generally based on Schedule 13D filings submitted to the SEC. Section 13(d) of the 1934 Securities Exchange Act requires investors who are beneficial owners of over 5% of any class of publicly traded securities of a company, and who have an intention to influence corporate control, to disclose their ownership and intent within 10 days of crossing the 5% threshold. The Schedule 13D filing provides the filing date and information about the identity of the filer, such as the filer's ownership and its changes, cost of purchase, and most importantly, the purpose of the investment (from Item 4 "Purpose of Transaction").It is important to note that the SEC allows beneficial owners who have purchased shares in the ordinary course of business and do not intend to influence control to file a Schedule 13G, which requires less information and allows the filer a longer delay in disclosure. Brav et al. (2008) summarize the stated objectives that the activist funds provide when they announce their intent to intervene into the following five major categories:
II. Characteristics of Hedge Fund Activism Events"general undervaluation/maximize shareholder value," "capital structure," "business strategy," "sale of target company," and "governance." The objectives, except the first, are not mutually exclusive as one activist event can target multiple issues. The first category represents 59.5% of the sample and includes events in which the hedge fund believes that the company is undervalued and/or that the fund can help the manager maximize shareholder value. The second category (12.7% of the sample) includes activism targeting firms' payout policies and capital structure. The third set of events includes activism targeting issues related to business strategy, such as operational efficiency, business restructuring, mergers and acquisitions, and growth strategies. This group represents 17.8% of all events. The fourth category, comprising 15.2% of activist events, involves activism demanding the sale of the target. In this category, hedge funds attempt either to force a sale of the target company to a third par...