What We Do
Directors, CEOs, senior management, including general counsel and investor relations officers, as well as concerned shareholders, seek our strategic advice and services. We are regularly retained regarding proxy solicitations, stock surveillance, tender and exchange offers, mergers, rights offerings, and other corporate actions—friendly or contested, domestic or cross-border.
We’ve built our reputation on an unparalleled record of success in proxy contests and hostile M&A transactions. We understand what’s at stake. Informed by ActiveIQ™, our comprehensive approach – alert, advise, engage, deliver – helps our clients successfully pursue their objectives.
Contested Situations
First and foremost, no surprises: we provide an early warning system so our clients will know and be prepared for a contested situation before an SEC filing or a tweet excites the market. We ascertain who is involved and their potential influence with other shareholders. We project likely voting outcomes and provide candid recommendations so you can make a well-informed decision.
Whether the determination is to settle or fight, we carefully craft a shareholder engagement campaign to deliver the best possible result. Our work includes mapping out strategies and tactics and helping to develop solicitation materials for institutions, hedge funds and retail investors. The campaign strategy is informed by Innisfree’s direct interaction with the governance teams and buy-side analysts at institutional investors and with individual shareholders. As votes come in, we identify who has voted—and how—to enable the working group to make tactical adjustments, if warranted.
Mergers & Acquisitions
Innisfree has made its reputation from our clients’ success in complex merger transactions and unsolicited acquisition proposals. In “bet the company” situations, Innisfree is frequently retained to replace a company’s regular solicitation firm.
Whether the transaction is a tender offer or a shareholder vote, by utilizing our ActiveIQ™ analytic capabilities, Innisfree provides clients with projected tender or voting scenarios, which are the basis for developing customized engagement campaigns for institutional, retail, and employee shareholders. The key to success is our ability to track, identify and understand the shifting dynamics of a company’s shareholder base following the announcement of a merger or proposed transaction.
If Innisfree’s shareholder analysis shows that specific investor or voting advisory recommendations may be outcome determinative, we will work closely with our client and its other advisors in preparing presentation materials that address particular concerns. Our access to retail shareholders and deep relationships with the arbitrage community enable us to keep an “ear to the ground” in both friendly and hostile M&A transactions, enhancing the continuing effectiveness of the solicitation strategy.
Annual Meetings
In today’s world, companies cannot afford to treat their annual meeting as routine–no matter what items are on the agenda. Annual meeting shareholder engagement, including outreach to the institutional investor governance community, is a critical component of a company’s broader, year-round investor relations program.
In preparing for annual meetings, Innisfree helps companies understand “hot button” governance issues. We review key proxy disclosures in advance to identify any issues that may be raised by large investors or proxy advisory firms.
Utilizing our ActiveIQ™ analytic capabilities, Innisfree provides clients with vote projections that form the basis of our customized shareholder engagement campaigns. As the annual meeting approaches, we refine the campaign to incorporate real-time shareholder feedback and the voting data identified by Innisfree’s analytics team.
Following the shareholder meeting, Innisfree helps companies understand the ramifications of the voting results and works with clients to develop any appropriate follow-up investor engagement or governance changes.
Corporate Governance & Executive Compensation Advice
From formulating a shareholder engagement strategy in anticipation (or in the wake) of a challenging say-on-pay vote, to optimizing an equity plan proposal to meet management’s needs while ensuring broad-based shareholder support, to assisting clients who are considering whether and when to adopt proxy access, Innisfree brings a wealth of experience and expertise to its advice on corporate governance and executive compensation issues.
Our year-round interactions with proxy voting advisory services and with the governance teams at institutional investors provide Innisfree with a thorough understanding of the voting guidelines and practical concerns that drive shareholder decision making.
Powered by ActiveIQ™, our in-depth analysis of a company’s shareholder base enables our clients to better anticipate investor receptiveness to contemplated governance and compensation changes, to spot troublesome issues early on and to develop solutions.
Stock Surveillance & Shareholder Identification
ActiveIQ™ takes stock surveillance to the next level—not just monitoring changes in your ownership but, more important, identifying the key drivers of those changes. Our talented analysts carefully scour daily data to detect telling changes in holdings. We leverage a variety of information sources, including public filings, institutional disclosures, and other shareholder data available to companies.
Our ability to identify shareholders is based on an in-depth knowledge of investors, investment practices and custody regulations in various markets. Our proprietary methodology helps ensure that information provided is accurate and timely. Combining both quantitative and qualitative inputs, we reliably deliver critical information and actionable recommendations, whether for an annual or extraordinary shareholder meeting, the launch of an investor relations program, a friendly transaction or a hostile takeover battle.
Shareholder Engagement
For companies undertaking a shareholder engagement program, it is critical to communicate not only with portfolio managers and buy-side analysts, but also with the corporate governance and proxy voting teams that make or strongly influence many of the decisions impacting today’s corporations. We assist our clients in understanding how decisions are made at each of their large investors, including the influence of any applicable proxy voting advisory firm, and in devising and executing an effective outreach strategy to these increasingly important governance-focused decision-makers. Innisfree also typically serves as primary liaison with ISS, Glass Lewis and other proxy voting advisory firms, as appropriate.
We work closely with our clients in building out the right engagement program for the situation, whether a solicitation for a shareholder meeting or a broader-focused shareholder communications effort. Innisfree is ideally positioned to prepare clients through our knowledge of the key issues that particular institutions and hedge funds focus on, as well as their voting practices and actions in other situations.