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Imation Corp.: An Activist Proxy Battle (B)
Eades, Kenneth M.; Perez, Kyle Case F-1842 / Published August 28, 2018 / 6 pages.
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Product Overview

The A case in this series takes the viewpoint of a senior portfolio manager who has to decide how to vote the shares held by Wells Fargo Asset Management: she can vote for the current board members of Imation Corp. (IMN) or for the nominees put forward by an activist hedge fund. The hedge fund sent an open letter to IMN shareholders seeking support to replace the key members of IMN's board, as the first step in pushing through sweeping changes in compensation and strategy at IMN. The case illustrates the power of an activist investor to change the governance and strategy of a company. The B case reveals that the activist's nominees were elected, and a series of decisions ensued that dismantled IMN. The case presents students with ethical questions regarding the treatment of IMN shareholders; it also highlights the influence of proxy advisers in a proxy vote. The case has been taught in an MBA corporate finance elective as the second class in activism, following another activist case, "Genzyme and Relational Investors: Science and Business Collide?" (UVA-F-1660). It can be taught to all undergraduate and graduate levels of business students, as well as seasoned executives.


Learning Objectives

Evaluate the potential impact of a change in governance upon the enterprise value of a company. Understand the incentives of the players in a proxy battle when an activist investor targets a company. Introduce the role played in the economy by proxy advisory firms, in particular the duopoly of Institutional Shareholder Services (ISS) and Glass Lewis & Co. (GL). Identify actions as either value increasing or as expropriation of value. Compute the ROI for a company's takeover of another company.

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  • Overview

    The A case in this series takes the viewpoint of a senior portfolio manager who has to decide how to vote the shares held by Wells Fargo Asset Management: she can vote for the current board members of Imation Corp. (IMN) or for the nominees put forward by an activist hedge fund. The hedge fund sent an open letter to IMN shareholders seeking support to replace the key members of IMN's board, as the first step in pushing through sweeping changes in compensation and strategy at IMN. The case illustrates the power of an activist investor to change the governance and strategy of a company. The B case reveals that the activist's nominees were elected, and a series of decisions ensued that dismantled IMN. The case presents students with ethical questions regarding the treatment of IMN shareholders; it also highlights the influence of proxy advisers in a proxy vote. The case has been taught in an MBA corporate finance elective as the second class in activism, following another activist case, "Genzyme and Relational Investors: Science and Business Collide?" (UVA-F-1660). It can be taught to all undergraduate and graduate levels of business students, as well as seasoned executives.

  • Learning Objectives

    Learning Objectives

    Evaluate the potential impact of a change in governance upon the enterprise value of a company. Understand the incentives of the players in a proxy battle when an activist investor targets a company. Introduce the role played in the economy by proxy advisory firms, in particular the duopoly of Institutional Shareholder Services (ISS) and Glass Lewis & Co. (GL). Identify actions as either value increasing or as expropriation of value. Compute the ROI for a company's takeover of another company.