March 21, 2014 Okapi Featured in The Deal for Corporate Work
Activist campaigns involve a lot of strategy — legal, financial and investor relations — and the rise in funds dedicated to this kind of value enhancement (from the funds’ perspective) or disruption (from the corporate perspective) also means greater need for advisers practiced in the activism playbook. The Deal spoke to some of the best-known names on both sides of the aisle to identify the most sought-after gunslingers for proxy season 2014. If one of these names shows up in a regulatory filing as a recent hire, it’s a pretty good indication that something’s up.
You could say that Okapi Partners CEO and co-founder Bruce Goldfarb‘s path to proxy solicitation adviser came through M&A. He started his career as a partner at Cravath, Swaine & Moore LLP, where he got involved with a proxy fight in 1991, when they didn’t happen at the rate they do today. He advised Tektronix Inc. (now a unit of Danaher Corp, which bought it in 2007 for $2.8 billion), when George Soros‘ Quantum Fund came calling. Though nothing came of Quantum’s approach, Goldfarb says that was his introduction as to how investors could best communicate with each other.
When Goldfarb left Cravath to go to work as in-house transactional counsel at Scudder Funds, he got to see both ends of proxy engagement: he represented the closed-end mutual funds, which were often under attack by activists, and also was on the proxy committee overseeing Scudder’s sale to Zurich Financial Services (later acquired by Deutsche Bank.)
Goldfarb left his next position at Georgeson’s proxy solicitation business when it was acquired by Australia’s Computershare Ltd. because he found that the acquirer’s size meant it was often conflicted out of representing activists. So he and co-founder Patrick McHugh set up their own shop in 2008, just in time for the financial crisis. Despite the economic chaos that ensued, and mostly because of their independence, Goldfarb says they received requests for their proxy advisory services. Now, times are different.
Okapi has been involved with numerous campaigns and the activist client list is long. Those activists in their client roster with a long track record include Starboard, Clinton, Jana Partners, Relational Investors LLC, FrontFour Capital, Casablanca Capital and Glenview Capital Management LLC, but there are also recently arrived firms such as Orange Capital and North Tide Capital LLC. But the firm also provides services for corporations — in 2010 it advised Denny’s Corp. when it faced a group of dissidents hoping to get board seats and where shareholders ultimately declined to vote for the investors’ slate. — Paula Schaap