Shareholder activism risk assessment tool— Is your company at risk?

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Check all of the factors that may apply, and see where you stand.

Financial factors

Governance profile

Investor base


Underperformance (1-, 3-, and 5-year TSR) relative to peers

Low market to book value

Underperforming sector, market, or business line

High cash reserves (vs. historic and peer norms)

Well-regarded brand; sound Return on Assets (ROA)

"Dominant" CEO/insufficiently independent board

"Stale" board

"Zombie directors"

No action on prior shareholder proposal receiving majority support

>20% negative prior say on pay vote

Classified board

No shareholder engagement program

Significant media and/or analyst criticism about an acquisition, regulatory action, or problematic
product launch

Sustainability or corporate social responsibility outlier

>70% institutional ownership; low insider/controlled ownership

Largest 10 investors includes those who invest in activist hedge funds

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Financial factors

Hedge Fund
Activism

"Vote No"
Campaign

Shareholder
Proposal

Say on Pay
Engagement


Underperformance (1-, 3-, and 5-year TSR) relative to peers


Low market to book value


Underperforming sector, market, or business line


High cash reserves (vs. historic and peer norms)


Well-regarded brand; sound Return on Assets (ROA)


Governance profile


"Dominant" CEO/insufficiently independent board


"Stale" board


"Zombie directors"


No action on prior proposal receiving majority support


>20% negative prior say on pay vote


Classified board


No engagement program


Significant media and/or analyst criticism about an acquisition, regulatory action, or problematic product launch


Sustainability or corporate social responsibility outlier


Investor base


>70% institutional ownership; low insider/controlled ownership


Largest 10 investors includes those who invest in activist funds


Low risk

Moderate risk

High risk

Greatest risk


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Contact us

Paula Loop

Governance Insights Center Leader, PwC US

Barbara Berlin

Managing Director, Governance Insights Center, PwC US

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