NEW ZEALAND Law and Practice Contributed by: Ian Beaumont, Tom Gillespie and Sam Kember, Russell McVeagh
11.2 Aims of Activists Activists in New Zealand may encourage M&A activ - ity, asset sales, spin-offs or capital returns where they consider that a company’s assets are undervalued, under-utilised or misaligned with its strategy. Such activism is generally framed as part of a broader val - ue-creation or strategic reset thesis rather than short- term opportunism. That said, activism aimed at forcing transformational transactions is less aggressive than in some over - seas markets and is more commonly pursued through engagement and influence rather than public pressure or hostile tactics. 11.3 Interference With Completion Occasionally, activists seek to interfere with the com - pletion of announced transactions, but this is not common. Activists may oppose announced transac - tions where they consider the deal undervalues the company, involves governance deficiencies or inad - equately protects minority shareholders. This oppo - sition most often takes the form of voting against a transaction, public submissions or engagement with the board, rather than litigation. In public M&A transactions, activists and shareholder bodies may raise disclosure, valuation or process concerns, but the threshold for successfully blocking a transaction is high. As a result, while activist scru - tiny can influence deal terms or processes, outright interference with completion remains relatively rare in New Zealand.
second-guess commercial outcomes supported by independent advice and strong shareholder approval. As a result, post-COVID transactions in New Zealand have tended to include more bespoke MAC draft - ing, explicit treatment of pandemics and government responses, and increased focus on interim operating covenants and the allocation of risk between signing and completion.
11. Activism 11.1 Shareholder Activism
Shareholder activism has become a more prominent feature of the New Zealand market in recent years, although it remains comparatively measured and engagement-focused. Most activist activity begins privately, with boards and management generally responding constructively, and only a minority of situ - ations developing into public campaigns or contested shareholder meetings. Activists are typically long-term institutional investors, industry participants, representative bodies and, in some cases, motivated minority shareholders. The primary focus is on governance and long-term value creation, including board composition and renewal, director remuneration, capital allocation, transpar - ency and disclosure, and strategic direction. While ESG considerations occasionally arise, governance and performance issues remain the primary focus of activist attention.
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