Shareholder Activism by Institutional Investors: Evidence from CalPERS

This study examines firm characteristics that lead to shareholder activism and analyzes the effects of activism on target firm governance structure, shareholder wealth, and operating performance for the 51 firms targeted by CalPERS over the 1987-93 period. Firm size and level of institutional holdings are found to be positively related to the probability of being targeted, and 72 percent of firms targeted after 1988 adopt proposed changes or make changes resulting in a settlement with CalPERS. Shareholder wealth increases for firms that adopt or settle and decreases for firms that resist. No statistically significant change in operating performance is found. INSTITUTIONAL OWNERSHIP OF DOMESTIC equities has grown rapidly in recent years and in 1992 surpassed the 50 percent level of aggregate ownership.1 At the same time, the market for corporate control that was active in the 1970s and 1980s, and that served effectively to discipline managers, has weakened substantially.2 The rise in institutional holdings and corresponding decline of the market for corporate control have focused attention on the role and importance of institutional investors as monitors of corporate management. The recent increase in monitoring by traditionally passive institutional investors has been described as "shareholder activism." For this study, shareholder activism is defined to include monitoring and attempting to bring about changes in the organizational control structure of firms (targets) not perceived to be pursuing shareholder-wealth-maximizing goals. The emergence of shareholder activism raises questions about the practices of activist institutional investors and particularly whether activism is beneficial for shareholders of targeted firms and possibly firms that are not targeted * Economic Analysis Corporation, Los Angeles. This article is based on my dissertation at Arizona State University. I thank DeWitt Bowman (Chief Investments Officer), Kayla Gillan (Assistant General Counsel), Jose Arau (Director of Corporate Relations) and Hilda Applbaum (Director of Research) of CalPERS for providing valuable data and information. I also thank Hank Bessembinder, Jim Booth, Jay Coughenour, Dan Deli, Stu Gillan, Mike Joehnk, Herb Kaufman, Frank Kerins, Ken Lehn, Paul Seguin, Janet Smith, Susan Woodward, Rene Stulz, the editor, and two referees for helpful comments. I especially thank my dissertation chair, Rick Smith, for invaluable guidance and suggestions. Financial support was provided by the Arizona State Unversity Regents Dissertation Scholarship. ' Flow of Funds Accounts, Financial Assets and Liabilities 1966-1989, Federal Reserve Board, and the Wall Street Journal, November 13, 1992, Cl. 2 See Martin and McConnell (1991) on the disciplinary role of takeovers and Jensen (1989) on the decline of takeover activity. 227 228 The Journal of Finance but could have been. Questions regarding the effects of shareholder activism on targeted firms include the following: What types of firms are subject to shareholder activism? Is shareholder activism effective in changing target firm governance structures? Does shareholder activism increase shareholder wealth for targeted firms? Are the positive expectations of the market "confirmed" by subsequent improvements in performance of targeted firms? And, is there a spillover effect of activism for other firms that also are likely targets for shareholder activism? Answers to these questions indicate whether shareholder activism is an effective monitoring mechanism and whether effectiveness is limited by constraints on institutional behavior. An empirical analysis of firms subject to shareholder activism can provide these answers. This study analyzes whether shareholder activism is effective as a source of monitoring. The focus of the analysis is on what firm characteristics lead to activism and whether shareholder activism results in changes in target firm governance structures and performance and whether these changes appear to give rise to changes in shareholder wealth. This is done by focusing on targets of the institutional investor regarded as a leader in shareholder activism-the California Public Employees' Retirement System ("CalPERS" or the "System"). The focus is on the targets of CalPERS to cleanly investigate a comprehensive set of activism targets (targeted publicly and privately) and to control for activist attributes. Since CalPERS is regarded as a leader in activism, if effects are not found from its activism, effects are not likely to be found for other activists. The primary sample consists of 51 target firms involved in the 78 targeting events of CalPERS over the 1987 to 1993 period. In addition, firm characteristics and changes in operating performance for control samples are used to analyze target selection and possible spillover effects of activism. Firms targeted for activism are firms with poor stock price performance (for firms targeted after 1988) that are larger and have higher levels of institutional ownership relative to control samples. Results show that over the period 1987 to 1988, only one of 15 firms targeted (7 percent) adopted proposed governance structure changes outright or made changes sufficient to warrant a settlement the first year targeted, but over the period 1989 to 1993 the success rate was higher, 26 of 36 firms (72 percent). The effect of shareholder activism on shareholder wealth differs depending on the outcome of targeting. For the sample of firms that settled with CalPERS and that have public announcements of targeting, the mean change in shareholder wealth at initial announcement is 1.06 percent (z = 2.56). For the-sample of firms that did not settle, the mean change in wealth is -1.16 percent (z = -2.43). Results for effects on accounting measures of performance do not allow me to reject the null hypothesis that activism does not improve operating performance. The remainder of the article is organized as follows. Section I develops testable hypotheses regarding factors affecting target selection and the effects of shareholder activism on target firm shareholder wealth and operating performance. Section II provides background on CalPERS and shareholder Shareholder Activism by Institutional Investors 229 activism. Section III describes the data. Section IV conducts the analysis of target selection and the effects of shareholder activism on target firm governance structure, shareholder wealth and operating performance. Section V provides conclusions. I. Hypotheses Rational shareholders will become "active" if the expected benefits of activism exceed the expected costs of activism, where the expected benefits are equal to the probability of successful targeting times the shareholder's private gain if successful.3 This is modeled formally in Admati, Pfleiderer, and Zechner (1992) where large shareholders with diversified portfolios are shown to have an incentive to expend resources in monitoring management even though there is free-riding by other shareholders. In their model, activism arises as an equilibrium condition when the expected gains from monitoring exceed the expected costs. Ayres and Cramton (1993) argue that through multiperiod relationships, institutional investors that commit to holding a firm's equity have increased credibility and influence in monitoring management. Therefore, by increasing the probability of success, they increase the expected benefits of activism. The expected benefits and expected costs framework and findings from the takeover literature can be used to develop hypotheses about which firms are more likely to be targeted for activism. For example, ownership structure has been shown to affect the likelihood that a firm receives a tender offer. Stulz (1988) argues and Shivdasani (1993) finds that the level of inside holdings is negatively related to the probability that a firm is subject to a takeover as higher levels of holdings reduce the probability of success. Mikkelson and Partch (1989) find that the level of inside ownership has a negative relation to the probability of being targeted but a positive relation to the probability of being acquired. Inside ownership may have the same effects for shareholder activism, and hence the level of inside ownership should have a negative relation to the probability of being targeted by an activist, but perhaps a positive relation to the probability of successful targeting if activism serves as a substitute for takeovers. On the other hand, the presence of large outside blockholders can increase the likelihood that a firm is targeted (Shleifer and Vishny (1986)). Shivdasani (1993) finds a positive (negative) relation between ownership by blockholders unaffiliated (affiliated) with management and the likelihood of a hostile takeover attempt. If activism is an alternative form of corporate control and institutional investors act as large unaffiliated blockholders, then the level of institutional ownership will be positively related to the probability that a firm becomes subject to shareholder activism. If institutional investors behave more like affiliated blockholders, as some evidence indicates (Pound (1988) and Roe (1990)), there may be a negative relation between activism targeting and the level of institutional ownership. 3"Active" in this study refers to the involvement in monitoring the management of portfolio firms as opposed to active security selection (i.e., stock picking) without taking an active role in monitoring. 230 The Journal of Finance Firm size may affect the likelihood of being targeted. If larger firms comprise a larger percentage of an institution's investment portfolio (perhaps due to indexing strategies), the expected benefits may be larger from targeting these firms since the private gain to the activist, if targeting is successful, is larger. Therefore, firm size and likelihood of targeting should be positively related. Martin and McConnell (1991) fin