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Numerous empirical studies have shown that hedge fund activism has led to enhanced returns to investors and increased firm performance. Nevertheless, leading figures in the corporate governance world have taken issue with these studies and have argued that hedge fund activism leads to long-term value destruction.
This Article argues that an activist hedge fund creates long-term value by signaling to the board of directors (“Board”) that its executive management team may be making inefficient decisions and providing recommendations on how the company should proceed in light of those inefficiencies. These recommendations require the Board to review and question the direction executive management is taking the company and then choose which path the company should take: the one recommended by executive management, the one recommended by the activist hedge fund, or a combination of both. This argument relies on the existence of a Board that can act as an independent arbitrator in deciding whose recommendations should be followed.
In addition, this Article discusses the implications for shareholder voting when an activist hedge fund interacts with an independent Board. Finally, it gives an explanation for why activist hedge funds do not provide recommendations that involve long-term investment.