Is US Style Activism Coming to Europe?Andrew Garfield, partner and Katie Ionalli Partner,Brunswick LLP

2014: “The Yanks are coming!”

"The New Barbarians — Shareholder Activists Have Europe in Their Sights“ Skadden, January 2014

“What’s Driving the Rise of Shareholder Activism in Europe?”Latham & Watkins June 2015

Shareholder Activism: Coming to EuropeValueWalk, September 2015

Hedge Fund Activism Takes Root in Europe, Financial Times, May 2016

“American activist Investors Take Another Charge at Europe,Wall Street Journal, April 2015

“European companies need to prepare for a wave of activist campaigning”, Moelis, April 2014

Activist Hedge Funds Eye European TargetsInstitutional Investor, June 2014

$114bn

$248bn

2012

2015

The wall of money

Brunswick 2016

7

Game changer? Elliot versus Alliance Trust

149

34

Activist situations 2015

Vive La Difference!

Brunswick 2016

10

Governance Preference for non-public channels

Blockers – poison pills, state intervention or

family ownership

Lack of local relationships

Shareholder activism landscapeWhat accounts for the differences across the Atlantic?

“What is a “constructivist”? A revolutionary Russian artist?A bricklayer? Or an investor who buys into European companies planning to help raise their value but doesn’t like being called an “activist”? The third answer is right. “Jonathan Guthrie, Financial Times, April 2006

Brunswick 2016

12

ValueAct takes on Rolls-Royce

Brunswick 2016

13

Neill Woodford versus GSK

2016: “Bumpitrage”

Brunswick 2016

15

Stay rational War footing?

ContextKnow your shareholders

Know your enemy

Toughing it out

To parley or not to parley

Frustrating action

Pre-empt or wait?

Actions or words?

Our approach to activism preparednessKey considerations