25+
Years of Experience
300+
High Profile Companies
$ 150B
Total Market Value
Shareholder Activism
At ZMH, we utilize our extensive experience from advising investors and companies on over 300 campaigns to create tailored strategies for high-stakes situations. Our team possesses unparalleled expertise, having worked at ISS’s Special Situations Team and Morgan Stanley’s highly regarded Activism Advisory Practice. Our guiding principle is to provide outstanding advice.
We lead by formulating strategies for shareholder and proxy advisor engagement, creating investor presentations and shareholder communications, and conducting mock preparation sessions for directors and nominees. We collaborate closely with clients to ensure an exceptional level of support throughout the process.
Furthermore, we apply our insights into activist playbooks to assist companies in managing activism risk. This includes conducting vulnerability assessments, developing management playbooks, and preparing for potential activist scenarios and corresponding responses.
We look forward to hearing from you and exploring how we can support your strategic goals.
Activism Experience
Our Team
Waheed Hassan, CFA
Founder & CEO
Corp. Governance
Investor Messaging
ISS Engagement
Professional Experience
Select Activism Experience
Mike Barham
Senior Managing Director
Corp. Governance
Activism Defence
ISS Engagement
Professional Experience
Select Activism Experience
Patricia Lenkov
CEO, Agility Executive Search
Executive and Board
Evaluation,
Director Requirements
Professional Experience
Select Activism Experience
Professional
Experience
Select Activism Experience
Our Approach
Target Evaluation
Identify and prioritize target company vulnerabilities
Investor Messaging
Develop narrative that is likely to resonate with investors/ISS
Investor/ISS Deck
Review investor deck (or create one) that complies with ISS/GL framework
Mgmt. Arguments
Develop management arguments to counter investor’s case for change
Investor Q&A
Prepare exhaustive Q&A document for investor/ISS meetings
Nominee Recruitment/Prep
Recruit and coach nominees on how to present to investor/ISS
Our Capabilities
Strategic Planning
Review objectives, identify tactics, and establish action plans for public & private engagement
Board Recruitment
Perform Board Gap Analysis. Recruit director candidates likely to win investor & proxy advisor support
Campaign Management
Coordinate efforts between all advisors; ensure seamless execution of campaign strategy
Targeted Communication
Prepare all correspondence: shareholder letters and decks in collaboration with PR agency
Shareholder Engagement
Develop engagement strategy for index funds and active investors in collaboration with proxy solicitor
Clients Testimonials
“I worked closely with Waheed as the General Counsel of USG Corporation, where we were approached with an unsolicited takeover offer and subsequent vote-no campaign against our directors. Waheed provided expert guidance in our engagement with ISS and Glass Lewis, including written communications and board/management meeting preparation. His messaging was clear, concise, and on point, and he was able to facilitate key meetings with those organizations. Waheed also provided valuable input on all of our shareholder communication materials. He quickly earned the trust and respect of our management and board of directors. I highly recommend Waheed for any engagement where you need clear and focused input on communications with shareholders and proxy advisory firms.”
General Counsel (Former)
USG Corp.
“We found Mock Activist Deck to be extremely useful in understanding what an activist attack would look like. Waheed also did a great job in explaining the key issues to the executive team. We would highly recommend his team to anyone looking to understand and manage their activist risk.”
Head of IR
Domtar Corp.
“We retained Waheed to assist us in the proposed merger with Fyffes. Waheed and his team provided very accurate guidance and insight on ISS, which was instrumental in garnering ISS support for this contested transaction. We would highly recommend Waheed to anyone seeking any ISS engagement needs.”
CEO (Former)
Chiquita Brands
“TICC Capital was in a unique situation facing not one but two hostile actions: one to replace the entire Board and another representing a highly conditional unsolicited bid for the entire company. Two weeks before the shareholder meeting date, Waheed got involved and with his assistance, we re-engaged with ISS with a modified message and update. This approach worked, and ISS reversed its recommendation to in favor of voting FOR the management proposal. We would highly recommend anyone considering ISS engagement (in particular, in a contested situation) to retain Waheed and his team.”
Chairman
TICC Capital
“Waheed and Mike’s understanding of what ISS and large shareholders such as Blackrock and Vanguard are actually looking for is unrivalled . Having not been through a proxy contest previously, to have such solid guidance on the specifics of what such parties really care about was invaluable to us; not only in refining our arguments, but also in the efficiency it gave us as a team by not focusing on irrelevant areas. ”
Investor
“The ZMH team was absolutely fantastic in terms of developing a coherent strategy and communications with shareholders. They spearheaded presentations, press releases and message to shareholders. Their responsiveness, knowledge was superb. A very valuable guide to have on the activism journey.“
Investor
Recruiting Director Nominees in Activist Campaigns
Media
Mock Proxy Battle Reviews Settlements, Vote Counting, 'Food Fights'
Salesforce Shakes Up Board As Elliott Plans Contest
Activist Investing Today Podcast: ZMH's Hassan Talks Nominations, Masimo, Disney
Experts Challenge Starboard Bid to Revamp ISS
Ritchie-IAA: Reviewing the Twists and Turns
Controlled Companies' Overtenured Directors Avoid Activists, M&A
Get Started with ZMH Advisors
1939 Roland Clark Pl, Suite 310 Reston, VA 2019
Email Address
info@zmhadvisors.com
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