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Disney, Salesforce and Others Draw Activist ‘Swarm’ After Shares Decline

Instances in which companies attract more than one activist expected to grow

By Lauren Thomas
Feb. 1, 2023 5:30 am ET

Shareholder activists, newly emboldened by beaten-down share prices, are increasingly crowding into the same big names.

The software company Salesforce Inc., beset by slowing growth and executive turnover, faces at least four activists, while Walt Disney Co. has drawn the attention of two well-known activists, one of which is mounting a fight for a board seat. The cloud-software company Splunk Inc.  last year drew two activists, and the toy maker Hasbro Inc. fended off a pair in a challenge for board seats.

In all, there were 17 instances in which a U.S. company drew more than one activist in 2022, situations that bankers refer to as swarming, according to data compiled by Lazard Capital Markets Advisory Group. That was up from nine in 2021 and seven in 2020. While there were 20 instances in both 2019 and 2017, industry experts anticipate the number to continue to climb this year as overall levels of activism increase.

A down market for stocks has helped drive up the volume of activist campaigns, as investors pounce on opportunities to push for change at underperforming companies. There were 135 activist campaigns in the U.S. in 2022, a 41% jump from the prior year, Lazard found/

Big companies like Disney and Salesforce that are grappling with issues including unpopular acquisitions and bloated cost structures and have liquid stocks are particularly likely to draw multiple activists simply because there are only so many such opportunities at any given time.

“You’ve got a number of established activists who are all looking to make bigger and bigger investments,” said Avinash Mehrotra, global head of the activism and shareholder advisory practice at Goldman Sachs.

The Wall Street Journal reported last week that Elliott Investment Management LP is preparing to nominate a slate of directors to Salesforce’s board after making a multibillion-dollar investment in the business-software company, potentially presaging a proxy fight. Starboard Value LP revealed in October that it had taken an undisclosed stake in Salesforce, arguing that the company’s mix of growth and profitability is far below that of its peers.

Jeff Ubben’s Inclusive Capital Partners LP recently owned more than 1.5 million Salesforce shares, a stake worth about $250 million, according to a person familiar with the matter. Mr. Ubben’s former firm, ValueAct Capital Partners LP, has a stake in Salesforce, according to people familiar with the matter. Salesforce announced Friday that ValueAct Chief Executive Mason Morfit and two others had been named independent directors, effective March 1.

It couldn’t be determined whether other activists are circling Salesforce.

At Disney, Nelson Peltz’s Trian Fund Management LP earlier this year kicked off a proxy fight for a board seat after Dan Loeb bought a new stake in the entertainment company last year.

Mr. Loeb’s Third Point LLC had called on Disney to buy the rest of the Hulu streaming service, explore spinning off ESPN and refresh its board. Third Point ended up agreeing not to propose its own slate of directors at Disney’s coming annual meeting after the company added the veteran technology executive Carolyn Everson to its board.

Having multiple activists can turn what is already a headache for executives into a potential nightmare.

Patrick Gadson, co-chair of the law firm Vinson & Elkins LLP’s shareholder activism practice, said activists usually have their own respective time horizons and return expectations, so that when more than one shows up in the same stock, their objectives often clash.

“Just because they’re all there doesn’t mean they have similarly situated goals,” Mr. Gadson said. “It’s possible that the funds tag-team behind the scenes, but that is far less frequent.”

As for Salesforce, it couldn’t be determined whether the activists have similar intentions. Mr. Ubben has expressed an interest in the company’s steps to tackle climate change and other sustainability efforts, according to a person familiar with his effort.

Elliott, known for advocating moves including M&A and governance changes, has so far been mum about its plans for the company, while Starboard has stopped short of making specific recommendations for how to boost growth and profitability.

Swarming often takes place when activists see the potential for a deal, which presents an opportunity for a “quick and potentially meaningful upside,” said Mary Ann Deignan, head of capital markets advisory at Lazard. Indeed, Salesforce has been a voracious buyer, having made 72 acquisitions since 2006, according to data from FactSet, a pace some analysts and investors have started to criticize.

There were 65 situations in 2022 in which activists agitated for a sale or a breakup of a business, a 59% increase from the prior year, according to Lazard.

Write to Lauren Thomas at lauren.thomas@wsj.com