Proposed NYSE Rule Change Perceived as a Potential Boon to Activist Hedge Fund Strategies

The activist strategy employed by various hedge funds typically involves a fund taking minority equity positions in publicly owned companies, then pressuring the boards of directors or managements of those companies into making key governance changes such as stock buybacks, sales of non-core assets or even sales of the whole enterprise.  Some of the rules governing shareholder activism are federal, generally provided by the SEC or FTC, while others are set by self-regulatory organizations such as the New York Stock Exchange LLC (NYSE), subject to approval by regulators.  A recent proposal by the NYSE to amend NYSE Rule 452 to prohibit discretionary voting by brokers in uncontested board elections could have a powerful impact on the legal regime in which activist shareholders operate.  We discuss the mechanics of the proposed rule change, its potential impact and the market reaction.

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