Program Experience

Highlights and Key Outcomes:

In Shareholder Activism and Corporate Governance, you will:

  • Acquire a powerful conceptual foundation for what it means to create value
  • Develop the fundamentals for both value investing and value-based management
  • Discover the frameworks and tactics used by shareholder activists to identify and move on target companies
  • Recognize where and why shareholder activism may create or destroy value, and be better able to distinguish which is more likely in a given case
  • Learn how corporate boards and leadership prepare for activist campaigns directed at their company, and effective solutions for managing the process when it occurs
  • Become more knowledgeable about the roles of the various parties in shareholder activism beyond the activists, including proxy advisory firms, public relations firms, lawyers, and investment bankers.

Experience and Impact

Shareholder activism is a market response to the principal-agent problem which, arises when there is arms-length ownership, such as in publicly traded companies. The essence of this problem is that the principal (in this case, the shareholders) hires an agent, (comprising the members of the board and top management) whose interests fail to align perfectly with those of the principal. Legally, it is the board of directors and management who are responsible for managing the company, and the shareholders have limited ability to influence these individuals. However, with natural conflicts of interest, and with the rise in passive shareholding over recent decades, the potential for management to deviate significantly from the interests of the shareholders has grown. This phenomenon has created a role for shareholder activism to reduce the principal-agent problem and keep the board and management focused on maximizing shareholder value. At the same time, many would assert that shareholder activists similarly exploit the arms-length ownership situation for personal benefit, to the detriment, rather than benefit, of the shareholders of the targeted companies.

Rather than taking sides, Shareholder Activism and Corporate Governance offers an objective assessment of the impact of shareholder activism and considers the possibilities for both benefit and detriment from this activity. The goal of this program is to familiarize participants with the competing perspectives and develop an understanding of the various tactics available to both shareholder activists and corporations targeted by the activists. By the end of the program, participants will have a framework for assessing effective corporate governance, will understand and have practiced the application of the value investing toolkit used by shareholder activists, and will be better able to assess the value impact of a given campaign.

The program is essential for boards of directors and those aspiring to boards, since in today’s environment no public company — no matter its size — is immune from activism. You will get inside the mind of the activist to understand their processes and formulate an effective response.

While this is fundamentally a finance program with a primary focus on how to invest and manage for value creation, some of the legal issues around corporate governance and shareholder activism will need to be raised and discussed. Both activists and board members need to understand the legal environment in which the responsibilities and limitations of the board and shareholder activists are defined. In the context of the activism campaign, both need to understand the process for nominating and approving members to the board, proposing resolutions to be voted on by shareholders in the annual general meeting, or for launching and conducting a proxy contest.

Beyond the tactics for campaigning and the legal environment, which provides the backdrop, it is also essential to understand and be able to evaluate the logic behind the proposed strategic or management changes put forward by the shareholder activist. Behind every activist campaign is a proposal to change essential elements of the company’s financial structure, governance structure, corporate structure, business strategy, or a combination of these. For those participants needing to be able to develop or assess the quality of the activist’s plan, we will delve into these different areas, and identify the many levers for value creation, to enable participants to evaluate the effectiveness of the activist’s plan to unlock value in the targeted company. For board members and senior management, it is essential to be aware of their own business’s vulnerabilities and to be prepared to explain and validate their financial policies and strategic plans to shareholders when challenged by an activist.

Finally, it is also essential to recall that all of this will play out in front of the many retail and institutional shareholders who typically hold the vast majority of shares in a given targeted company. Both the activist and the board will be jockeying for their support, and we will discuss the tactics for doing so while also discussing the role played by proxy advisory firms.

We will consider a variety of real-world cases involving prominent firms such as Yahoo, Procter & Gamble, and Papa John’s Pizza, as well as recent developments due to the COVID-19 pandemic and policy response.

Complete with role-playing exercises and small-group interactions, this valuable program cuts through the controversies around shareholder activism to provide clear-eyed, actionable concepts and tools for all involved.

Wharton LIVE Online Programming

Real-time peer learning with deep faculty engagement and global networking

The live, online version of Shareholder Activism and Corporate Governance will be taught by the same Wharton faculty who teach in our on-campus finance programs. This program offers, and requires, a high level of engagement through class discussion and faculty interaction. Participants will have direct access to Wharton faculty throughout the program and engage in dynamic group discussions that help reinforce the learning and enable networking among the peer community. This online program is a fully immersive and structured learning experience that culminates with new knowledge that can be put to immediate use.

Program Duration:

Sep. 20 – 24, 2021
9:30 a.m. to 3:00 p.m. EDT


Building Your Network

Shareholder Activism and Corporate Governance will also include opportunities for you to get to know the other participants and build your professional network. These sessions include:

  • Q&A Networking Forum
    During these sessions, faculty will examine and discuss the most promising opportunities and most significant challenges participants' organizations are facing. Participants act as a sounding board while simultaneously identifying the commonalities that connect the issues across organizations.
  • Reflection Tool
    Participants summarize key concepts and insights they learn each day and describe how these insights might impact them or their behavior going forward. Participants identify questions they wish to ask the faculty or fellow participants. These reflections are reviewed daily in peer groups to refine and deepen comprehension during the program as well as enabling better recall to apply the learning for maximum impact and value creation.

Session topics include:

  • Value Investing and Shareholder Activism — Benjamin Graham set the stage and launched both value investing and shareholder activism
  • Current Trends and Market Conditions
  • Measuring the Value: Assessing the Potential for Value Creation
  • Tactics for Campaigning and Engaging: The Activist Pathway and the Target Defense
  • Applying the Activist Toolkit: Creating the Value
  • Fireside Chat/Guest Speaker: Investment Banks’ Perspective
  • Activism Outside the USA: Case Studies in Canada and Japan
  • Activism Campaign Exercise


audio icon

Listen to Faculty Interview:

Co-Academic Director Kevin Kaiser talks about Shareholder Activism and Corporate Governance on Wharton Business Daily, SiriusXM.


Convince Your Supervisor

Here’s a justification letter you can edit and send to your supervisor to help you make the case for attending this Wharton program.


Due to our application review period, applications submitted after 12:00 p.m. ET on Friday for programs beginning the following Monday may not be processed in time to grant admission. Applicants will be contacted by a member of our Client Relations Team to discuss options for future programs and dates.

Who Should Attend

This program is designed for individuals wishing to increase their finance knowledge and value assessment skills for use in shareholder activism, including but not limited to:

  • Stock investors seeking to understand and assess activist campaigns and their impact to make better investment decisions and to understand how to vote in the annual general meeting (AGM)
  • Corporate board members and C-suite executives at publicly traded companies and individuals new to those positions
  • Hedge-fund portfolio managers seeking to develop activism capabilities
  • Private equity professionals who might be expanding into public equities
  • Chief investment officers and investment analysts for family offices, pension funds, and large institutional investors who invest in or with shareholder activists
  • Attorneys who represent corporations or shareholder activists
  • Investment bankers
  • Corporate public relations and investor relations professionals

Plan your stay in Philadelphia

Plan Your Stay

This program is held at the Steinberg Conference Center located on the University of Pennsylvania campus in Philadelphia. Meals and accommodations are included in the program fees. Learn more about planning your stay at Wharton’s Philadelphia campus.


Group Enrollment

To further leverage the value and impact of this program, we encourage companies to send cross-functional teams of executives to Wharton. We offer group enrollment benefits to companies sending four or more participants.

Faculty


Bilge Yilmaz

Bilge Yilmaz, PhDSee Faculty Bio

Academic Director

Wharton Private Equity Professor; Professor of Finance; Academic Director, Harris Family Alternative Investments Program, The Wharton School

Research Interests: Corporate finance, alternative investments, game theory, political economy


Kevin Kaiser

Kevin Kaiser, PhDSee Faculty Bio

Academic Director

Adjunct Professor of Finance; Senior Director, Harris Family Alternative Investments Program, The Wharton School

Research Interests: Corporate finance, managing for value, private equity, financial distress

Testimonials


You learn very quickly that growth isn’t always value creating. In fact, it can be value destroying. This program was an incredible learning experience that will add value to my firm, my clients, and my career.”

Jonathan Marks Principal and Director, Cresa Medical Practice Group


I am Mark Jaffray, founder of Gotham Partners Limited, a family office. I recently completed the Shareholder Activism and Corporate Governance program, run live online by Wharton. I had decided to sign up for the program because of my interest in activist investing, as well as my view that post-COVID zombie companies with capital structure issues and corporate governance concerns would become more pronounced, creating compelling investment opportunities. I was also interested in the extremely high caliber of the professors running the program, Professors Kevin Kaiser and Bilge Yilmaz. I have come across both professors previously and rate them extremely highly. What sets the program apart from other courses is the cutting-edge analysis using the latest theories and deal flow with access to the best practitioners on Wall Street, brought in by these professors with practical and intellectual rigor. A unique opportunity for participants in this program was the ability to apply game theory to a current activist campaign being undertaken by a top Wall Street activist and to explore the case study Professor Kaiser created in parallel with that activist. This is a clear example of the unparalleled access the program gives participants to the practical approach, information, and deal flow between Wharton and the Street!

I anticipated that participating in the live online program would make it extremely difficult to network and work with other participants during the course. I was extremely surprised how easy it was through the Wharton technology platform to participate in breakout groups to discuss case studies and in the networking opportunities for participants to get to know each other through discussions with professors and opportunities amongst small groups of participants. I met a wonderful group of people with varied backgrounds and experiences and remain friends with a number of participants over different continents — we communicate constantly over ideas and opportunities and just check in regularly. Since completing the program, I have had the opportunity to engage with different funds over their activist strategies and understand more fully the corporate governance issues raised in the financial media. I would thoroughly recommend this program for anyone who wants to understand the workings of activist investors, learn how corporate boards can be held accountable to stakeholders, or simply immerse themselves in the practice and theory of corporate governance at the cutting edge of capitalism with the best professors in the business.”

Mark Jaffray Founder, Gotham Partners

Date, Location, & Fees

September 20 – 24, 2021Live Online$7,8009:30 a.m. to 3:00 p.m. EDT

April 25 – 29, 2022Live Online$7,8009:30 a.m. to 3:00 p.m. EDT


Download the program schedule, including session details and format.

Download ScheduleApply Now

Hotel Information

Fees for the on-campus program include accommodations and meals. Prices are subject to change.

International Travel Information »

Plan Your Stay »


Contact Us

Schedule a personalized consultation to discuss your professional goals:

 +1.215.898.1776

 execed@wharton.upenn.edu

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