Shareholder and Hedge Fund Activism Seminar with de Chapeaurouge + Partners on 7 and 8 April 2016

The ILF in cooperation with de Chapeaurouge + Partners hosted a two day seminar on "Shareholder and Hedge Fund Activism" at the ILF with leading academic experts and practitioners from the United States, United Kingdom, France, Belgium and Germany on 7 and 8 April 2016.

The opening remarks to the first joint event of the ILF and de Chapeaurouge + Partners were given by Dr. Rolf Friedewald, ILF Managing Director. It was then followed by Prof. Dr. Katja Langenbucher, Professor of Private Law, Corporate and Financial Law, Goethe University, who gave an introductory speech on "Hedge fund activism in Germany and in the US – on convergence, differences and on normative reasoning".

The first presentation "Activist Equity Hedge Fund Campaigns in Germany between 1999 - 2016" was held by co-host Dr. Ami de Chapeaurouge, Partner, de Chapeaurouge + Partners. Prof. Dr. Wolfgang Bessler, Professor of Economics, Banking and Finance, Justus Liebig University, gave an insight into "Empirical Research on Hedge Fund Activism in Germany" who was then followed by Stephen Fraidin, Vice-Chairman, Pershing Square Capital Management, who shared the perspective of activists investors in his speech "Shareholder Activism in the United States: The Perspective of Activist Investors and Reasons for and Structure of Launching Campaigns". Subsequently Aneliya Crawford, Partner, Olshan Frome Wolosky LLP, explained "Legal Underpinnings of Launching a Shareholder and Hedge Fund Activist Equity Campaign" while Dr. Kai Haakon E. Liekefett, Partner, Vinson & Elkins LLP, and Gilles Mentré, Managing Director, Lazard Frères SAS, presented "Legal Defense against Shareholder Activism".

After lunch, William D. Anderson, Jr., Senior Managing Director/Global Head of Strategic Shareholder Advisory Business, Evercore, gave an insight into the "Experience with U.S. Activism Defense from an Investment Banker’s Perspective". The subsequent speeches "History and Legal Underpinnings of Launching a Debt-Based Activist Campaign in the U.S. (U.K.)" and "ESUG "Loan-to-Own" Debt-Equity Conversions as Debt Activist Alternative to Distressed M&A in Germany" were delivered by David J. Karp, Partner, Schulte Roth Zabel LLP, and Till Hafner, Rechtsanwalt /Attorney-at-Law, Wellensiek, respectively.

The last lecture of the first day was presented by Mark Curtis, Partner, Simmons & Simmons, who spoke about "Shareholder and Hedge Fund Equity Activist Campaigns and Interventions in the U.K." During and after the presentations, the participants were also able to raise questions and state their viewpoints on the issues discussed. After the concluding words by the co-host Dr. Ami de Chapeaurouge, the panelists were invited to dinner at the French restaurant “Coq au Vin”.

The second day of the "Shareholder and Hedge Fund Activism"Seminar commenced with the summary and introduction session "Recap from the Day Before and Assessment from the German Corporate Governance Perspective" with Dr. Ami de Chapeaurouge and Prof. Dr. Peter O. Mülbert, Professor of Law, Johannes Gutenberg University.

The following panel discussion on "Market Trends in Pre-Insolvency and Post-Insolvency Deal Technology" consisted of Thomas Neumann, Managing Director, Lincoln International AG, Thiemo Bischoff, Managing Director, Robus Capital Management Ltd., Till Hafner and Ami de Chapeaurouge. The latter opened the panel discussion with his talk about "Building Blocks of Pre-Bankruptcy „Loan-to-Control“ Acquisition Techniques".

Professor Jeffrey N. Gordon, Richard Paul Richman Professor of Law, Columbia Law School presented empirical findings of long-term effects of shareholder activism in the United States and spoke about governance implications in his lecture "Activism in the US: Long Term Effects; Governance Implications". The last lecture of the seminar was held by Prof. Dr. Marco Becht, Professor of Finance and the Goldschmidt Professor of Corporate Governance, Solvay Brussels School for Economics and Management - Université libre de Bruxelles, Brussels. Professor Becht spoke about "The Returns to Hedge Fund. Activism: An International Study". The speech was followed by a second panel discussion involving questions raised by the audience. The last panel on "Outlook for Shareholder and Debt-Based Activism in Germany: Strategies of Engagement, Shareholder Dialogue or Legal Strategies of Defense" consisted of former speakers Dr. Ami de Chapeaurouge, Aneliya S. Crawford and panelists Dr. Harald Selzner, Partner, Latham & Watkins LLP, Düsseldorf, and Dr. Maximilian Schiessl Partner, Hengeler Mueller Partnerschaft von Rechtsanwälten mbB, Düsseldorf.

This seminar on shareholder activism addressed many legal and economic topics and current issues which have not been dealt with in a forum of international experts in Germany in such a comprehensive and profound manner before. 

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