Ask someone to name the demands that activist hedge funds make of companies and they’ll likely list corporate governance issues like board changes and executive compensation, or perhaps some form of restructuring. In fact, the largest number of shareholder resolutions filed by investors — the method through which activists work — now concern social and environmental issues. This is a recent phenomenon, according to my research; the number of these resolutions has increased dramatically over the past five years. Political spending, climate change, diversity, and human rights are now some of the most frequent resolutions that investors file.
This data suggests the need to rethink how we view investor activism. Done well, it can improve a company’s sustainability in addition to its performance.
While activism takes many different forms, it usually begins with investors holding private conversations with company management on the need to change a process, business model, or management practice. When management fails to adequately respond to investor queries or concerns, investors typically file shareholder resolutions that ask all of the company’s shareholders to vote on a specific topic. If, before the resolution is subject to a vote at the annual general meeting, the company agrees to comply with the request or to take alternative measures that address the investors’ concerns, the investors withdraw the resolution. Otherwise, shareholders vote on the resolution.
Evidence on the financial value of investor activism is sparse, since collecting data on the private engagement efforts of different investors is difficult. To gain further insights into the sustainability and financial outcomes associated with shareholder advocacy efforts, Jody Grewal, Aaron Yoon, and I analyzed 2,665 shareholder proposals submitted between 1997 and 2012 in a new paper.
As we saw in a previous paper and discussed in a previous HBR article, not all environmental, social, and governance (ESG) issues are equally financially important across industries. For instance, managing environmental impact is a very important element of business strategy for firms in the fossil fuel or transportation industries. Less so for financial institutions or healthcare companies. In contrast, fair marketing and advertising of products are very important for companies in these sectors. Using the data infrastructure that was created only recently by the Sustainability Accounting Standards Board (SASB), my co-authors and I were able to classify these proposals as addressing either financially material or immaterial topics. SASB develops industry-by-industry accounting standards that identify the material ESG issues that could have financial implications. SASB uses the U.S. Supreme Court’s definition of material information as information presenting “a substantial likelihood that the disclosure of the omitted fact would have been viewed by the reasonable investor as having significantly altered the ‘total mix’ of information made available.”
We found that 58% of the shareholder proposals in our sample were filed on immaterial issues. The high percentage of proposals on immaterial issues is further evidence that investors aren’t only motivated by short-term profit. Rather, it reflects the pro-social objectives of a large number of sponsors of such proposals.
Overall, we found that when investors file a shareholder proposal on an ESG issue, performance of the company on that ESG issue improves, whether the issue is material or immaterial. Thus, even though such proposals rarely receive the majority support necessary if they were put to a vote, they have still had an effect on corporate management, with managers investing resources and improving performance on issues of diversity, energy efficiency, water consumption, and product safety.
We also found that subsequent to filing shareholder proposals, targeted firms experienced changes in market valuation. However, proposals had a substantially different effect depending on whether they related to immaterial or material issues. Proposals on immaterial issues were associated with subsequent declines in market valuation. In contrast, proposals on material issues were associated with subsequent increases in market valuation, even several years after the proposal. This suggests that pressure on companies to address ESG issues that are not financially material for the firm but are relevant to other stakeholders could lead to decreases in financial value, while the opposite is true for proposals on material issues.
Some policy experts have argued that environmental and social issues divert the attention of senior management and directors away from more important work, thereby destroying value. We show that this position is supported in cases of financially immaterial ESG proposals. However, our results suggest that one should be careful about overgeneralizing, since a significant number of ESG proposals are financially material and associated with subsequent increases in market valuation.
Why would managers choose to respond to investors’ requests on immaterial issues if doing so decreases financial value? After all, activists don’t usually have the necessary votes to compel management to respond. We found evidence for three different explanations. First, responding to immaterial issues was more common when the incentives of managers and investors were misaligned. Perhaps management agrees to initiatives that destroy financial value because they themselves somehow benefit. Second, we found some evidence that management struggled to distinguish between material and immaterial requests. Perhaps management responds to immaterial investor requests because they mistakenly believe that doing so will increase the company’s value. Third, we found that management responded to immaterial issues to divert attention away from material ones. Perhaps a bank is more likely to reduce its use of fossil fuels (an immaterial issue) if doing so distracts investors or the public from problems with false advertising (a material issue).
While much of the discussion around investor activism has concentrated on how such activism might increase the short-term orientation of corporate America, it is important to realize that investor activism takes many different forms. A substantial amount of investor activism appears to be motivated by social or environmental aims. Investors can be a driver for social responsibility and – at least when focused on material issues — can improve both societal and financial outcomes at the same time.
Source: Harvard Business Review