Examples of shareholder power were previously seen to be relatively rare, and generally brought about by extreme circumstances. However, in recent years, the UK and other countries have witnessed a growth in ‘shareholder activism’, particularly as a result of major institutional investors (see below) becoming increasingly vocal in their criticism of what they see as excessive executive pay and/or bonus packages, often in the context of relatively poor or average company performance. For examples of such activism see the case study at the end of this chapter.
Selling shares and the threat of takeover
If shareholders are dissatisfied with the firm’s performance their likely reaction will be to sell their shares. If selling is widespread, this will result in a falling share price. This may act as a control upon management as the falling share price will be seen in financial markets as a loss of confidence. It may also affect the prospects for further share issues and, importantly, increase the likelihood of takeover with the inherent risk of existing management losing its position.
The risk of takeover increases due to the falling share price lowering the purchase price or market value of the firm relative to its asset value, the ratio of market value to asset value being the firm’s valuation ratio, i.e.:
Valuation ratio = market value/asset value
If we assume the asset value (see the key concept below) to be unaffected by low profit, then a falling share price lowers the valuation ratio and increases the chance of takeover. If the asset value were to exceed the market value, the firm would lay itself open to asset stripping,i.e. a purchaser simply buying the firm to close it down and sell the assets.
The size of the valuation ratio does not in itself provide a complete explanation of takeover activity. There are other reasons for a takeover, for example to eliminate competition. In fact, in many instances, it is found that a relatively high valuation ratio does not in itself deter takeover, and that it is often successful, well-managed firms that become targets for takeovers.
The ability of the threat of takeover to act as a constraint upon management can also be questioned on the grounds that potential bidders, like shareholders, do not have all the inside financial information that is available to management. The potential bidder might be unaware that the firm is failing to achieve its potential in terms of present or future profitability. Therefore, although a takeover might be warranted on the grounds that the present management is not achieving the firm’s potential profitability, this might not be realised by outsiders. In other instances it might only be when the firm has been taken over, and the new owners become fully conversant with the company, that they realize they overestimated the firm’s potential. Current management might even attempt to disguise the well-being of the firm by boosting current dividend payments at the expense of future expenditure on research and development. In so doing they increase current share prices although this is likely to be at the expense of long-term growth and profits. In certain circumstances the value of a firm’s assets can be undervalued as a result of a failure to include an appropriate valuation of the firm’s brand name or names (see the mini case, “The price of a brand name”)