Corporate > AG Deal Diary > Money Talks, Be Prepared to Greet It
04 Oct '13

Activists.  You’ve heard of them.  A lot.  And, as a board member of a public company you should be wondering to yourself: will they ring our bell?  And if they ring, do we answer?  And if we answer, what do we say?

Simple questions for sure.  But the answers may well vary among the members of your own board and management.  Past experiences, conviction of your strategy, risk tolerance and a basic appetite or lack thereof to receive “constructive” criticism are all subjective measures that need to be taken into account before anyone is on the porch.   

More likely than not, many of you have never been approached by an activist before - neither individually nor, more importantly, as a part of the company for which you are now a fiduciary. Opening the door to a stranger can be scary.  Like riding a horse for the first time.  Even scarier when you consider that Loeb, Peltz, Icahn, Ackman and others who emulate them have been to the rodeo once or a hundred times before.

So as a part of your regular crisis management planning, your full board and your management team need to prepare yourselves for the uninvited neighbor who may decide to drop in at any time:

  • designate a committee of your board to work with management to devise a “preparedness action plan,” with board members playing the role of potential activists - probe, prod, critique, criticize‎
  • identify likely points of contention through a variety of sources, including social media, and consider whether there is any merit to them
  • prepare bullets points that explain and rationalize (rather than defend) your position
  • ‎‎appoint designated spokesperson(s) (who may vary depending on the situation)
  • enlist legal advisors (so long as they’ve been to the rodeo before, too) so you appreciate disclosure obligations
  • ‎identify and familiarize yourself with outside crisis communications firms, just in case you need backup
  • practice‎, practice, practice.

Money isn’t going away. And neither is the desire to make it. Accordingly, you can pretty much assume that the bell may ring sometime during the night.  Wake up now and know what you (and all of your colleagues) want to say if you have to open that door.