At family-controlled Unifers, activist Engine Capital is exploiting internal family dissent to force a sale. By nominating the founder's grandson to the board, they publicly highlighted a generational split where younger members desire a lucrative sale over maintaining control of an underperforming asset.
In today's founder-centric climate, many VCs avoid confrontation to protect their reputation (NPS) within the founder network. This fear of being blacklisted leads them to abdicate their fiduciary duty to shareholders, failing to intervene even when a company's performance is dire and hard decisions are needed.
Activists can be effective even in companies with dual-class shares or founder control. The mechanism for influence is not the threat of a proxy fight but the power of good ideas and relationships to achieve strategic alignment with the controlling party.
To ensure robust decision-making, Eclipse requires that if a partner feels strongly against a potential investment, they must join the deal team alongside the champions. This forces a direct confrontation of the risks and ensures that by the time an investment is made, all major concerns have been addressed.
In a distressed scenario, simply asserting seniority as a junior capital provider is ineffective. You cannot force the majority owner and management team, whom you've just told are worthless, to run the business for your benefit. The only viable path is to renegotiate and realign incentives for all parties to work towards a recovery together.
Top-performing, founder-led businesses often don't want to sell control. A non-control investment strategy allows access to this exclusive deal flow, tapping into the "founder alpha" from high skin-in-the-game leaders who consistently outperform hired CEOs.
Founder Jonathan Bell Lovelace established a rule that ownership must pass to current employees, not be retained by his descendants. This ensures the firm's incentives always align with its active contributors and clients, a rare model for a family-founded firm.
Hedge funds like Janna Partners team up with celebrities like Travis Kelsey not just for capital, but to sway public opinion and influence other shareholders. These campaigns function like political elections where celebrity endorsements can tip the scales, transforming a financial story into a cultural one.
When Jeff Braverman joined his family's struggling nut business, he didn't just ask for a job. He made it clear he needed full control to implement his vision, promising to deliver results. This ultimatum was crucial for overcoming the founders' inertia and enabling true transformation.
Proactively asking a potential investor how they navigate disagreements reveals their philosophy on board governance and CEO autonomy. Investor Alex Nihanky of Scale notes the CEO is the "runner" and the tie should go to them, but not all investors share this view. This question helps founders vet investor fit before a conflict arises.
A 'hostile' takeover bid is not defined by personal animosity but by a specific procedural move. After being rejected by a target company's board, the acquirer bypasses them and makes their offer directly to the shareholders. The 'hostile' element is the act of circumventing the board's decision-making authority.