Hilton Paris Opéra
12 April 2019
ECLA General Counsel Roundtable – Shareholder activism
The General Counsel Roundtable is an invitation-only event for general counsel all across Europe, hosted by the European Company Lawyers Association (ECLA). It brings 30 general counsel and decision makers from legal departments together to discuss challenges that shareholder activism brings. The event is planned as a half-day exclusive meeting. General counsel are invited to the event and only have to organise and pay for their travel arrangements.
The General Counsel Roundtable will be held under the Chatham House Rule , with no press invited nor attending. This is done to ensure the openness and integrity of the roundtable discussions.
There is an increasing momentum for shareholder activism in Europe, as European companies are becoming increasingly targeted. The number of activist investors against European companies has nearly doubled over the past five years, with over 120 European companies targeted in 2018.
In 2018 alone, a hedge fund gained an executive board position at P&G, with their white paper on restructuring the company also gaining serious consideration. In Europe, companies such as Pernod Ricard and Suez came under heavy pressure, whereas ThyssenKrupp was pressured into splitting into two separate companies. Other companies, such as Apple, AkzoNobel, Néstle, Barclays, Bayer, Stada, Whitbread, Hyundai, and many others have also come under considerable pressure in recent years. 2018 was a record year for activists – what will this year bring?
Though shareholder activism is becoming commonplace in Europe, around two-thirds of European companies do not have a well-developed strategy to combat such attacks. The roundtable discussion will demonstrate, how to address this rapidly increasing challenge and is the perfect platform for sharing experiences and best practices.
12 April 09:30 to 15:30
Hilton Paris Opéra
108 rue Saint Lazare
75008 Paris, France
Topic of Discussion:
12 April 2019:
09:30 Light breakfast reception
10:00 Opening speeches: Jonathan Marsh, President of ECLA & Bruno Dondero, CMS France
10:20 Addressing different profiles of investor activism
11:30 Coffee Break
12:00 Do's and don'ts for a company under an activist attack
13:00 Lunch Break
14:00: Are worker representatives an efficient defense against shareholder activism?
14:45: Is EU Law a paradise for non-EU activists?
15:30: Open discussion with participants
16:00: End of event
Chatam House Rule
When a meeting, or part thereof, is held under the Chatham House Rule, participants are free to use the information received, but neither the identity nor the affiliation of the speaker(s), nor that of any other participant, may be revealed.
Bruno Dondero – Partner
Bruno joined CMS Francis Lefebvre Avocats in March 2018 and is now the Head of the Legal Doctrine Department. As a Law professor as well as a lawyer and consultant, Bruno specialises in corporate law and mergers & acquisitions, contract law and financial law. He is regularly auditioned by French Parliament and Ministry of Justice in his fields of competence. He is also involved in litigation and arbitration French or international.
He is a full professor of law at Ecole de droit de la Sorbonne (Paris 1 university) and co-head of the Sorbonne Affaires / Finance research department. He has taught at several French universities, at Sciences Po (School of Law), ESCP Europe, Ecole Centrale, Ecole Nationale de la Magistrature and at many foreign institutions. He is a member of the National Council of Universities (CNU).
Previously, he was a consultant at Gide Loyrette Nouel (2014-2017), where he was a member and then co-director of the Scientific Council. Since 2001, he has also been a consultant for various law firms. He holds a doctorate in law (Paris X Nanterre, 2001), an habilitation to direct research (Paris 1, 2003) and the CAPA (EFB Paris, 1997).
François Gilbert – Senior Associate
François joined CMS Francis Lefebvre Avocats in January 2019 as a senior lawyer at the legal doctrine department. He provides legal advice to the lawyers and clients of the firm in company and financial markets law. He is also co-author of Francis Lefebvre’s reference books on these matters and provides regular publications in specialised legal and financial journals.
François has worked at the Financial Markets Authority, in charge of developing the doctrine of the Regulator and of controlling the financial operations of listed companies, as well as at the European Commission, in charge of the Shareholders’ Rights, Transparency and Takeover Bids directives. François holds a Ph.D. in private law (2006) and the CAPA (2008).
Thibault Jabouley joined CMS Francis Lefebvre Avocats in 2008. Within the Corporate Department, he specialises in matters relating to equity capital markets, providing legal advice to major French listed companies on financial markets law, such as takeover bids, public offerings and issue of securities, and on matters of corporate governance. He also advises on restructuring operations.
He formerly worked as an associate of Ginestié Magellan Paley-Vincent in equity capital markets. He holds a postgraduate degree of international management and law from HEC, a LL.M from the University of Reading (UK) and a Business Law and English Master degree from the University of Paris-X Nanterre.
Richard Mayer-Uellner – Partner
Richard Mayer-Uellner specialises in M&A as well as stock corporation and capital markets law, with a focus on public takeovers and other national and cross-border transactions. His practice also includes providing ongoing corporate governance, capital markets compliance and group law advice. Richard’s clients include listed and non-listed stock corporations as well as their boards, shareholders and investors. After four years with another international law firm, Richard joined CMS in 2010 and became partner in 2016.
Investor activists can be of very different kinds. Some of them act in a constructive way, trying to improve the value of the company, while others shortsell the company’s securities and try to lower their price. Some of them make use of classical shareholder prerogatives, while others act in a more disruptive fashion. Before deciding how to cope with an activist, a company should identify in which profile he/she fits in.
Speakers: Richard Mayer-Uellner, CMS Germany
When a company happens to have activists among its shareholders, how that company should treat them? Are there specific attitudes that a company should avoid, or some kind of organisation that should be adopted in order to give the appropriate answers to activist attacks?
Speakers: Thibault Jabouley & Bruno Dondero, CMS France
French Law imposes since 2013 that important companies have in their boards one or two directors representing the company’s workers. These directors can play a particular role when dealing with shareholder activists, not being elected by the shareholders. The speaker will give a view of the French worker representatives system and the interaction they probably will have with activists.
Speakers: François Gilbert & Bruno Dondero, CMS France
EU Law tends to develop shareholder participation, and one of the means used to achieve such goal is to increase shareholders’ prerogatives. By increasing the prerogatives of all shareholders, EU Law expands the activists’ means of action, including non-EU activists, and could therefore create a risk for European companies.