Call +1 (212) 223-2282
A form filed with the SEC when a person or group acquires more than 5% of any voting class of a company's shares and has an active intention. The 13D must be disclosed within 10 calendar days of the shareholder passing the 5% threshold. In the 13D filing, the shareholder is required to disclose its ownership, intent, cost and transactions in the past 60 days.
A form filed with the SEC when a person or group acquires more than 5% of any voting class of a company’s shares and intends on being a passive shareholder. If an investor files a Schedule 13G and later decides to become more active in the company, he must then file a 13D.
A quarterly form filed with the SEC which is required of institutional investment managers with over $100 million of qualifying assets. The 13F discloses the investment managers long holdings as of the end of each quarter and is filed 45 days after quarter end.
An individual or group that purchases a significant amount of a public company's voting shares with the goal of effecting change within the company.
The appointed or elected body of individuals that oversee the activities of the company, but also holds a fiduciary duty to act in the best interest of the company’s shareholders.
The system of rules, practices and processes by which a company is directed and controlled.
The section of the 13D which details the investors “Purpose of Transaction” or activist intent. This is where any letters, white papers, press releases, etc. are disclosed.
The occasion where a stockholder (or group) runs a campaign in opposition to the company’s agenda or submits an independent proposal not supported by the company.
Also called a “Shareholder Rights Plan”, a defensive strategy designed to discourage hostile takeovers and keep shareholders below a certain percentage of ownership. If a shareholder exceeds the threshold of a poison pill (usually between 10% and 20%), all other shareholders have the right to acquire additional stock of the company for a nominal amount, effectively diluting the interest of the hostile suitor.
A ballot cast by one shareholder on behalf of another. One of the benefits of being a shareholder is the right to vote on certain corporate matters.
An active approach to investing in public companies where shareholders exercise their right as owners in order to influence companies.
When every member of the Board is not up for election in the same year (i.e. there is a nine-person Board divided into three classes, with each class serving three year terms). Staggered boards helps reduce the risk of a takeover since it would take longer for the shareholder to gain control of a board, but can also be considered an entrenchment tool.
An agreement often entered into between an activist and a company in which, in exchange for receiving something (usually board seats), the activist will agree to certain restrictions for a specified period.
Restrictions and obligations the activist may be bound by (not to start a proxy fight beyond the current term, to cap. its ownership and to vote with the board).