ESG, Corporate Governance & M&A Solutions

Governance Sensitivity Analysis

Our strategic shareholder advisory services are tailored retainer packages customized to the clients' situation. They are ongoing advisory services for executives, board, investor relations and sustainability teams split in three phases (diagnostics, design and implementation)with a goal to identify potential shareholder, governance and ESG risks and provide actionable recommendations to address and resolve the issues. Our strategic advisory services combine a data driven approach across our products and businesses with a qualitative, hands on approach led by the advisory team which will be compiled based on the issuers need. Most commonly, our experts help identify governance and ESG risks as well as perceived gaps on E,S,G of client in relation to strategy, disclosure, governance, board, management or communication. It includes a detailed benchmarking and gap exercise, proprietary research and stakeholder risk assessment (investors, proxy advisors, research and rating firms) via quantitative and qualitative analysis. On that basis, our team helps develop a strategic plan that is tied to the company’s financial calendar including an engagement plan, disclosure and reporting adjustments, a review of communication material and specific advisory services based on the identified concerns.

Investor Sentiment & Governance Risk Analysis

S&P Global’s advisory teams provide actionable intelligence for companies to gauge investor sentiment about their company, recent market moving announcements and thoughts on the company’s corporate governance, ESG or sustainability practices, compared to industry, sector or the broader market. These studies provide valuable insight into the key factors and concerns that drive institutions’ investment decisions and assist the company in developing an effective global investor relations, communication or ESG program. Our investor sentiment and risk assessment is fully customized but usually highlights:

• Detailed intelligence on investor expectations
• Gauge investor reaction to corporate actions, strategy, disclosure or ESG practices
• Understand investor concerns and message gaps
• Gain market, industry and peer intelligence
• Measure the success of the company’s initiatives

Our customized service is delivered as board-quality presentations with detailed results and key excerpts from conversations with governance analysts and portfolio managers. The S&P Global team will review the results and discuss any recommendations for changes to the investor communication strategy. Going forward, follow-up studies can help the team measure the success of their outreach efforts. This service is usually included in the strategic advisory retainer and often linked to the ESG status assessment and gap analysis, investor intelligence, activism defence, ESG review.

Shareholder Intelligence

Investor Intelligence is part of our global markets intelligence service, using a combination of advanced analytic technology and analyst expertise, we help you understand the ''why'' behind the purchase and sale of your stock on a real-time basis and identify governance sensitive investors or activist activities sooner. Our team provides you with real-time data and expert analysis along with trusted reporting to the board and C-suite as well as actionable recommendations on how to fine-tune your strategy. We analyse investor and trader feedback to identify factors impacting trading activity and valuation, and to measure the effectiveness of your communications. We also provide actionable insight into how investor perceptions, behaviour and actions as well as broader market and sector dynamics should impact your communication ESG or governance strategy. Our team will compile investor profiles based on your need and combine this service with the wider strategic advisory approach, depending on your situation.
Our customized service is delivered as board-quality presentations with detailed results and key excerpts from conversations with governance analysts and portfolio managers. The S&P Global team will review the results and discuss any recommendations for changes to the investor communication strategy. Going forward, follow-up studies can help the team measure the success of their outreach efforts. This service is usually included in the strategic advisory retainer and often linked to the ESG status assessment and gap analysis, investor intelligence, activism defence, ESG review.

Shareholder Identification & Beneficial Owner Tracking

Identifying and tracking ownership of investors on a firm, parent and beneficial owner level to serve as the basis for general investor relations outreach, but also for investor profiling, peer benchmarking, investor targeting, general meeting preparation, activist watch and vulnerability analysis, proxy and tender solicitation as well as ESG and governance sensitivity analysis. The identification serves as the based for the strategic advisory services in relation to engagement and communication with all capital markets stakeholders. Our team relies on established relationships directly to the clearinghouses, custodians and most importantly the front and backoffice teams as well as stewardship groups within the investors and asset owners. The identification exercise is critical to project the outcome or any transaction, identify shareholder risks as well as lending and short selling status and can be performed as a project, or ongoingly. Our service is SRD II compliant and can be triggered via our award winning internal IMProxy and Capital Connect tool.

Investor Profiles

S&P Global offers detailed investor profiles with intelligence on investment strategy on firm, fund and parent level, decision makers as analysts, portfolio managers, ESG and stewardship teams as well as proprietary information of corporate governance and ESG sensitivities. Depending on use case our analysis can provide detailed information on investment strategy, portfolio, contacts and location, as well as the investors stewardship policies, vote and dissent record, voting guidelines and historic voting behaviour or engagement approach. Additionally, our profile intelligence can include ESG integration status, climate and energy transition status in relation to portfolio decarbonisation, dependencies on proxy and ESG rating providers as well as intelligence on index memberships, index benchmarks, disclosure framework and shareholder advocacy support and signatory status. As part of our advisory campaigns we can also customize the profiles for region, sector and issuer-specific cases and situations.

Remuneration & Board Risk Analysis

Our global expert team is specialised in conducting an independent analysis on several corporate governance focus areas as remuneration, board composition as well as ESG profile, disclosure and strategy. Our team will provide a detailed risk analysis through the regulatory and capital market lens, with a specific focus on the clients' institutional investors and proxy advisor guidelines, policies and historic behaviour. Our goal is to ensure capital-market readiness of topics as remuneration , board composition, capital structure, ESG profile by holistically analysing the stakeholder’s expectations and most recent requirements also compared to peer group, industry and market best practice. This service is customized to the client's situation and can include services as:

• Analysis of the Remuneration Policy Document pertaining to criteria of best practice in Corporate Governance and according to the domestic Corporate Governance Code,
• Review and revision of the Remuneration Policy Document to adhere to current internationally recognized and accepted requirements of good corporate governance and enable a positive voting by shareholders on proposed changes as set out in the document,
• Executive summary analysing the results of our research that will include:
  • Benchmarking the provisions against that of similarly sized European companies and peers
  • Guidelines for investor communication related to future changes in remuneration policies by the company
• Comprehensive Report with suggested changes to the Remuneration Policy Document and recommendations for communication with stakeholders
• Review and revision recommendations will be delivered in two separate reports pertaining to changes in the Remuneration Policy Document to each of the Executive Board and Advisory Board
• Analysis and creation of Board Skills Matrix
• Disclosure review (incl. sustainability, ESG profile)
• Governance and ESG sensitivities of shareholders in relation to remuneration, ESG, sustainability or board

This service is often combined with investor intelligence, ESG status assessment and gap analysis, proxy solicitation, activism defence or strategic governance retainer services.

Proxy Advisor Liaison

Our proxy advisor liaison service sets up the engagement to discuss or introduce a client’s general corporate governance and ESG profile with the most important proxy and ESG advisors (ISS, Glass Lewis, IVOX, Sustainalytics, MSCI, Ethos) in order to identify risks, gain intelligence and create an engagement record with the main stakeholders. S&P Global has a long-standing relationship with the largest proxy advisory firms and the respective analysts. As these advisors are key influencers to institutional investors globally, it is important to address them proactively, influence them positively and win their support. By organising a meeting or conference call to discuss the agenda prior to publication, valuable information can be shared, and questions pre-empted. S&P Global will prepare the client for the conversation with each Proxy Advisor, to enable a successful dialogue with them. Additionally, we advise on rebuttal statements to proxy advisor recommendations in case of negative or incorrect initial analysis to be selectively shared with market participants.

Engagement & Roadshows

Deal and non-deal roadshows are key for companies, their executives and boards in order to engage with the capital market participants and specifically to understand the investors' view and approach on several topics as strategy, communication, ESG and governance items as climate, remuneration or performance. Our engagement campaigns are often used to identify potential message gaps and to promote the boards strategy, thus, to safeguard support from relevant investors or to spot upcoming concerns before they transform into opposition. This can include shareholder engagement campaigns ahead of shareholder meetings, to support a corporate action or leading up to a transaction as a public tender offer(PTO). Our team is able to independently support clients in their corporate access, whether it is general roadshows incl. 1-o-1's, group meetings or whether the goal is to focus on corporate governance, ESG or sustainability roadshows. In our shareholder engagement service, we will identify investor, the specific decision makers incl. their responsibilities such as analysts, their investment responsibilities and any corporate governance/ESG/stewardship responsibility. Our team can provide actionable insight on the investors profile, their portfolio trends and analytics on the investment policies, process and historic behaviour of the investor. Often the roadshow service is combined with the following additional services:

• Investor Intelligence
• Investor Targeting & Profilin
• Capital Markets Day support and sentiment analysis
• ESG & Corporate Governance Advisory services
• Vulnerability Assessment
• ESG Review & Gap analysis
• Proxy or Tender Solicitation Services

AGM Agenda Review

Proprietary analysis of the clients' shareholder meeting agendas prior to publication for potential concerns and risks in relation to specific investor and proxy advisor guidelines and stewardship policies across all topics as board composition, remuneration, diversity, capital, or other ESG risks. Agenda review is usually combined with a projection of the governance risks, vote behaviour and projection analysis as well as the engagement campaign and proxy solicitation.

Vote Behaviour Analysis & AGM Projection

Our team will be able to indicate the vote status and voting tendencies of institutional investors identified in respect of every actual or fictional agenda item. We will show the expected influence of proxy advisors like ISS, Glass Lewis, IVOX Glass Lewis, Hermes EOS, PIRC or Proxinvest within the current shareholder base and can provide scenarios linked to the client's agenda to project risks and opportunities.
We project “against” votes, “abstain” votes and “no votes” based on the internal guidelines of the shareholders and their dependencies on external proxy advisors. Understanding the influence of external advisors on investors combined with understanding internal guidelines will help the company to prepare and adjust their communication strategy with investors and advisors to convince investors to support the company in their ongoing efforts. Vote Behaviour Analysis is usually part of the proxy solicitation campaign and is linked to investor identification, agenda review or activist defence campaigns.

SRD II AGM Messaging

SRD II compliant service to support corporates in their legal requirement around AGM messaging, in the new swift format (ISO 20022). Our team offers a managed service to advise on legal and best practice requirements of new disclosure needs for European issuers under the newly implemented SRD II regulation, using IHSMs internal IMProxy tool to send messages in all swift formats as ISO20022 and ISO15022. This service is customized to each issuer and local legal and CSD requirements, as well as the EU implementation regulation. The service can be combined with the shareholder identification service (also SRD II compliant) as well as all general meeting and corporate governance services.

Lending & Short Selling Intelligence

Internal proprietary dataset to allow real-time identification and tracking of securities lending levels of a stock, monitor short loan accounts with short squeeze alerts and utilisation levels. Our securities finance service group services prime brokers, investors as well as investors and corporates. For corporations, this service is a critical element during transactions or in the lead up to general meetings and proxy solicitation campaigns, allowing us to identify ownership risks, improve the scenarios for quorum and support levels and form the base for further engagement and communication strategy during friendly and hostile campaigns.

Proxy Solicitation

Our proxy solicitation services have the goal to help get shareholder support for your general meetings, corporate actions and M&A transactions. Such campaigns are designed to inform the market participants on client-specific issues and encourage voting participation. Proxy Solicitation campaigns improve the transparency of shareholder intentions prior to the general meeting and help identify governance risks in the shareholder base by analysing both the investors' and proxy advisor. Our team helps to lift the quorum by activating and soliciting shareholders after initially understanding the specific governance risks of the clients' investor base. Our proxy solicitation service also includes liaison with all relevant proxy advisors (ISS, Glass Lewis etc.) as well as ongoing reporting to client and deal team on AGM and vote status, support levels, dissent shareholder risks, proxy advisor alerts and research reports, rebuttal letters and mailing campaigns to engage with required stakeholders. The service is often combined with investor identification and tracking of holdings, securities lending and short selling intelligence, governance roadshows and strategic messaging to all stakeholders.

Global Information Agent

Our global information agent service for institutional and retail investors helps to proactively inform investors on publications, transaction status and offer details. Our team uses phone help lines and outbound calling campaigns from local language call centres which are designed to improve investors' understanding of corporate issues, as well as their voting participation, both of which improve the likelihood of positive outcomes. Every campaign also features a dedicated email address as well as screening of social media and blogs if required. This service is usually combined with public takeovers or transactional support.

Vote Mapping

Post AGM and proxy solicitation campaigns, our governance team is equipped to map shareholder votes with beneficial owners to understand voting trends, shareholder support and dissent as well as split votes. This intelligence is used to prepare for the next campaign as well as to understand shareholder sensitivities and voting behaviour for the next AGM.

Rebuttal Letters

Our corporate governance, ESG and M&A advisory teams are experiences in advising and drafting rebuttal letters in relation to proxy advisor recommendations or dissenting shareholders. Data driven and actionable recommendations to counter incorrect or unfounded claims are prepared within 48 hours, in order to be distributed to all relevant stakeholders with the goal to transparently inform investors and increase shareholder support for the general meeting

Proxy Voting Results & Contacts

Our international team has access to current and historic voting results of the largest institutional investors and asset owners. Detailed knowledge on voting guidelines, voting behaviour and results as well as an ongoing tracking of stewardship policies as well as contacts is part of our platform as well as advisory services. Intelligence is global, across all agenda items for friendly and contentious general meetings

Retail Investor Services

Retail investors are important stakeholders to corporates. While they often hold smaller stakes relative to institutional investors, they are an important part of the ownership base of many issuers and can be the deciding factor for the success of general meetings, a company's reputation and corporate actions. S&P Global assists in activating private investors for shareholder meeting purposes or during M&A situations.
Our governance experts will look at offer documents to advise on sections to make them more capital markets friendly also for less experienced market participants such as retail investors. Usually, the main parts of any offer document is written by lawyers for financial watchdogs and specialized investors, but a part of the document can be used differently as well including:

• Providing contact details such as a dedicated phone number, email address, dedicated internet page or section as a Global Information Agent
• Creating and implementing a FAQ-section for less experienced market participants such as retail investors
• Advising on investor letters, format and content based on experience from hundreds of transaction and pick up levels of investors and their intermediaries

Post AGM Services

After the shareholder meeting has been held and the voting results have been published by the client, S&P Global will summarise all activity during the project period. Together with an analysis of voting results provided by the client S&P Global will try to simulate the accuracy of preliminary analysis versus actual results and map individual investor vote results with the identified investors on a best effort basis. S&P Global will also provide an action plan and customised list of suggestions for the client to use in preparation for their next shareholder meeting or corporate governance engagement, to minimize future risks for the Client.

Board & Management Training & Workshops

Advisory services customized to clients' need for their executives, C-suite, board members as well as investor relations and ESG or sustainability teams. These trainings and workshops are tailored to the specific need of the corporate and usually linked to strategic projects around strategy adjustment, management change, remuneration and governance or ESG roadshows or educational trainings around market trends as asset flows, ESG, climate and sustainability trends, advisory around disclosure and reporting as well as workshops for contentious campaigns linked to shareholder dissent and activism. Our experts cover all industries, sectors and regions, in multiple time zones and languages. Management training workshops are part of our retainer service and offered automatically when conducting roadshows.

Online Corporate Governance Platform

See how institutional investors have voted in the past, get access to their governance and activist profiles, proxy guidelines, stewardship updates and give management an understanding of how proxy teams react to governance and ESG-focused initiatives. Streamline your ESG-focused initiatives with a best-in-class CRM that helps you identify current dedicated holders, prospect for new investors, manage your IR outreach efforts and report on your success. Includes global ownership information, contacts and historic governance intelligence

Shareholder Intelligence

Investor Intelligence is part of our global markets intelligence service, using a combination of advanced analytic technology and analyst expertise, we help you understand the ''why'' behind the purchase and sale of your stock on a real-time basis and identify governance sensitive investors or activist activities sooner. Our team provides you with real-time data and expert analysis along with trusted reporting to the board and C-suite as well as actionable recommendations on how to fine-tune your strategy. We analyse investor and trader feedback to identify factors impacting trading activity and valuation, and to measure the effectiveness of your communications. We also provide actionable insight into how investor perceptions, behaviour and actions as well as broader market and sector dynamics should impact your communication ESG or governance strategy. Our team will compile investor profiles based on your need and combine this service with the wider strategic advisory approach, depending on your situation.

Shareholder Identification & Beneficial Owner Tracking

Identifying and tracking ownership of investors on a firm, parent and beneficial owner level to serve as the basis for general investor relations outreach, but also for investor profiling, peer benchmarking, investor targeting, general meeting preparation, activist watch and vulnerability analysis, proxy and tender solicitation as well as ESG and governance sensitivity analysis. The identification serves as the based for the strategic advisory services in relation to engagement and communication with all capital markets stakeholders. Our team relies on established relationships directly to the clearinghouses, custodians and most importantly the front and backoffice teams as well as stewardship groups within the investors and asset owners. The identification exercise is critical to project the outcome or any transaction, identify shareholder risks as well as lending and short selling status and can be performed as a project, or ongoingly. Our service is SRD II compliant and can be triggered via our award winning internal IMProxy and Capital Connect tool.

Activist & Investor Profiles

S&P Global offers detailed investor profiles with intelligence on investment strategy on firm, fund and parent level, decision makers as analysts, portfolio managers, governance and stewardship teams as well as proprietary information of corporate governance and activist sensitivities. Depending on use case our analysis can provide detailed information on investment strategy, portfolio, contacts and location, as well as the investors stewardship policies, vote and dissent record, voting guidelines and historic voting behaviour or engagement approach. We profile their activist and dissent status, risks and historic behaviour in dissident campaigns.
As part of our advisory campaigns we can also customize the profiles for region, sector and issuer-specific cases and situations.

Lending & Short Selling Intelligence

Internal proprietary dataset to allow real-time identification and tracking of securities lending levels of a stock, monitor short loan accounts with short squeeze alerts and utilisation levels. Our securities finance service group services prime brokers, investors as well as investors and corporates. For corporations, this service is a critical element during transactions or in the lead up to general meetings and proxy solicitation campaigns, allowing us to identify ownership risks, improve the scenarios for quorum and support levels and form the base for further engagement and communication strategy during friendly and hostile campaigns.

Index & Index Provider Sensitivity Review

Our index and index provider sensitivity review service offer a detailed analysis of any issuer’s shareholder base with a dedicated focus on passive investors. This include index, ETF and quantitative investors for which our team conducts an exercise on current ownership linked to these groups, including their reference and reliance to index providers (e.g. S&P, MSCI, FTSE, Stoxx etc), their benchmarks and also their weightings. Upon request, our analysts can also conduct a detailed review on what part of the traditional active investors is managed passively. Index sensitivity analysis is most commonly used during transactions, to understand the specific share of index holders which often are not able to tender into a public offer due to their policies. Another use case is linked to ESG, as many index providers use ESG rating and scoring firms' data, hence clients need to understand the degree of influence passive investors have on ESG, stewardship and sustainability as well as climate matters.

Situational Analytics (Spin-Off, Buy-Back, Merger)

Understand how your company’s business strategy could impact valuation and market performance. Gain insight into the ways your company’s business strategy could impact valuation and market performance. Our unmatched data sets and expert analysts help you predict and understand the impact of M&A activity, IPOs, index inclusions and exclusions, spin offs, capital allocation considerations, exchange listings and other special situations.

Learn More

Cost Base Intelligence

Our cost base intelligence is part of our market intelligence offering, which allows proprietary analysis of the cost-base of any clients' shareholder base. Our experts will analyse the cost base of asset managers on a firm and fund level, based on their entry point, corresponding entry price and link the analysis to trading patterns and volume analysis. Cost base intelligence is mostly used during transactions, to understand which investors are most likely to support a deal based on their entry levels, which ones are still under water and which investors might have more of an incentive to sell in the market. Cost base intelligence is linked to proxy and tender solicitation, activism defence and often combined with general market intelligence or special situations services.

Transaction Sentiment & Risk Analysis

S&P Global’s advisory teams provide actionable intelligence for companies to gauge market and investor sentiment about their company, recent market moving announcements as transactions and thoughts on the company’s corporate governance, ESG or sustainability practices, compared to industry, sector or the broader market. These studies provide valuable insight into the key factors and concerns that drive institutions’ investment decisions and assist the company in developing an effective global investor relations, communication or ESG program. Our investor sentiment and risk assessment is fully customized but usually highlights:

• Detailed intelligence on investor expectations
• Gauge investor reaction to corporate actions, strategy, disclosure or ESG practices
• Understand investor concerns and message gaps
• Gain market, industry and peer intelligence
• Measure the success of the company’s initiatives

Our customized service is delivered as board-quality presentations with detailed results and key excerpts from conversations with governance analysts and portfolio managers. The S&P Global team will review the results and discuss any recommendations for changes to the investor communication strategy. Going forward, follow-up studies can help the team measure the success of their outreach efforts. This service is usually included in the strategic advisory retainer and often linked to the ESG status assessment and gap analysis, investor intelligence, activism defence, ESG review.

Vulnerability Analysis

Our vulnerability analysis is a critical step in assessing strategic, fundamental as well as governance and ESG risks that will help anticipate and evaluate vulnerabilities investors might use against you. Our team will conduct proprietary quantitative and qualitative research on client, peer, sector, industry and regional level with the goal to pre-empt and mitigate risks by improving short- and long-term valuation as well as address reputational risks identified among capital markets' stakeholders.
Most common vulnerabilities that attract activist interest are financial underperformance, operational concerns, lack of corporate governance and ESG standards, transparency and reporting as well as message gaps and lack of strategic alignment with stakeholder groups. Our expert group works closely with executives and board to evaluate risks on a project or retainer basis, with the package often combined with our activism watch, market intelligence, strategic governance and M&A advisory or ESG status assessment and gap analysis services.

Engagement & Roadshows

Deal and non-deal roadshows are key for companies, their executives and boards in order to engage with the capital market participants and specifically to understand the investors' view and approach on several topics as strategy, communication, ESG and governance items as climate, remuneration or performance. Our engagement campaigns are often used to identify potential message gaps and to promote the boards strategy, thus, to safeguard support from relevant investors or to spot upcoming concerns before they transform into opposition. This can include shareholder engagement campaigns ahead of shareholder meetings, to support a corporate action or leading up to a transaction as a public tender offer(PTO). Our team is able to independently support clients in their corporate access, whether it is general roadshows incl. 1-o-1's, group meetings or whether the goal is to focus on corporate governance, ESG or sustainability roadshows. In our shareholder engagement service, we will identify investor, the specific decision makers incl. their responsibilities such as analysts, their investment responsibilities and any corporate governance/ESG/stewardship responsibility. Our team can provide actionable insight on the investors profile, their portfolio trends and analytics on the investment policies, process and historic behaviour of the investor. Often the roadshow service is combined with the following

• Investor Intelligence
• Investor Targeting & Profiling
• Capital Markets Day support and sentiment analysis
• ESG & Corporate Governance Advisory services
• Vulnerability Assessment
• ESG Review & Gap analysis
• Proxy or Tender Solicitation Services

Offer Document Advisory

Our governance experts will look at offer documents to advise on sections to make them more capital markets friendly also for less experienced market participants such as retail investors. Usually, the main parts of any offer document is written by lawyers for financial watchdogs and specialized investors, but a part of the document can be used differently as well including:

• Providing contact details such as a dedicated phone number, email address, dedicated internet page or section ("Global Information Agent")
• Creating and implementing a FAQ-section for less experienced market participants such as retail investors
• Advising on investor letters, format and content based on experience from hundreds of transaction and pick up levels of investors and their intermediaries

Global Information Agent

Our global information agent service for institutional and retail investors helps to proactively inform investors on publications, transaction status and offer details. Our team uses phone help lines and outbound calling campaigns from local language call centres which are designed to improve investors' understanding of corporate issues, as well as their voting participation, both of which improve the likelihood of positive outcomes. Every campaign also features a dedicated email address as well as screening of social media and blogs if required. This service is usually combined with public takeovers or transactional support.

Tender & Consent Solicitation

Our tender and consent solicitation services feature well-designed and targeted campaigns, informing stakeholders on the key messages and benefits, to activate shareholders and their support. Our global team bases their outreach on a data driven approach based on campaign specific investor intelligence but also historical behaviour. It is critical that investor sentiment is gauged to allow executives, boards and their advisers to plan and adjust effective communication strategies to make the corporate action or transaction successful. Our tender and consent solicitation service is combined with investor tracking, securities finance and market intelligence analysis, in order to understand the transaction status at any stage. Projection outcome and scenario analysis allows quick adjustment of strategies that usually involve multi-channelled campaigns, as well as local language call centres reaching out to institutional and retail shareholders.

Retail Investor Services

Retail investors are important stakeholders to corporates. While they often hold smaller stakes relative to institutional investors, they are an important part of the ownership base of many issuers and can be the deciding factor for the success of general meetings, a company's reputation and corporate actions. S&P Global assists in activating private investors for shareholder meeting purposes or during M&A situations.
Our governance experts will look at offer documents to advise on sections to make them more capital markets friendly also for less experienced market participants such as retail investors. Usually, the main parts of any offer document is written by lawyers for financial watchdogs and specialized investors, but a part of the document can be used differently as well including:

• Providing contact details such as a dedicated phone number, email address, dedicated internet page or section as a Global Information Agent
• Creating and implementing a FAQ-section for less experienced market participants such as retail investors
• Advising on investor letters, format and content based on experience from hundreds of transaction and pick up levels of investors and their intermediaries

Foreign Beneficial Owner Analysis

Accurately identify U.S. And foreign beneficial ownership. Audit-ready tax and regulatory reports enable you to accurately identify the levels of beneficial ownership in the U.S. and abroad in order to comply with certain IRS and SEC regulations, satisfy tax-treaty ownership tests and prepare for M&A activity. Maximize tax payment efficiencies by ensuring compliance with tax treaties between the U.S. and other countries. Assess the availability of SEC Rule 14d-1(c) relief in connection with a merger or substantiate a company’s Foreign Private Issuer (FPI) status.

Learn More

Look-Through Analysis & Cross-Border Exemptions (Tier 1 Relief & Rule 802)

Our international expert team is specialised in cross-border liability management and exemptions from the U.S. tender offer rules, which are structured as a two-tiered system based on the percentage of target securities beneficially held by U.S. residents (“U.S. holders”). "Tier I" exemption, which provides broad relief from the disclosure, filing and procedural requirements of the U.S. tender offer rules if the issuer of the target securities is a foreign private issuer that is not an investment company and that 10% or less of the securities sought in the tender offer are beneficially held by U.S. holders. The “Tier II” exemption on the other hand provides more narrowly targeted relief from the U.S. tender offer rules and is available if the offeror is a foreign private issuer that is not an investment company and U.S. holders beneficially own more than 10% but no more than 40% of the target security.
In order to determine the U.S. beneficial ownership, our team is specialised to conduct a "look through" analysis, in line with the rules of the SEC, by analysing the record ownership of banks, custodians, brokers, dealers and nominees resident in the United States, as well as the specified international jurisdiction.

Learn More

Merger & Exchange Services / Scheme of Arrangement

Activating and Soliciting Shareholders and Proxy advisors to get support at a general meeting. This includes ongoing reporting to client and deal team on AGM and vote status, support levels, dissent shareholder, proxy advisor alerts and research reports, rebuttal letters and mailing campaigns to engage with required stakeholders

Activist & Shareholder Defence Campaigns

Strategic advisory services for corporates to prevent and defend against active shareholders, shareholder proposals and activists (public/private campaigns). Our shareholder defence service includes:

• Global market intelligence services
• Shareholder profiling and tracking
• Vulnerability Analysis
• Activism Watch
• Communication and Engagement Advisory services
• Strategic governance, M&A and ESG advisory services
• Proxy & Tender Solicitation services
• Management training and workshop

Our service is tailored to the clients' specific situation with the goal to identify and mitigate vulnerabilities or lower the shareholder support for the activist by neutralising their approach with strategic and tactical communication, disclosure and engagement.

Activism Watch

Real-time visibility and executive-ready reporting that captures full economic exposure by activist actors, including equity, options and potential counterparty swap arrangements. We align industry-leading experience, data and technology to provide trusted advisory support and reporting on shareholder activist accumulations. Arm your team with real-time visibility and executive-ready reporting that captures full economic exposure by activist actors, including equity, options and potential counterparty swap arrangements.

This service is often combined with vulnerability analysis, strategic governance, M&A and ESG advisory services

https://ihsmarkit.com/products/activist-advisory.html

Vulnerability Analysis

Our vulnerability analysis is a critical step in assessing strategic, fundamental as well as governance and ESG risks that will help anticipate and evaluate vulnerabilities investors might use against you. Our team will conduct proprietary quantitative and qualitative research on client, peer, sector, industry and regional level with the goal to pre-empt and mitigate risks by improving short- and long-term valuation as well as address reputational risks identified among capital markets' stakeholders.
Most common vulnerabilities that attract activist interest are financial underperformance, operational concerns, lack of corporate governance and ESG standards, transparency and reporting as well as message gaps and lack of strategic alignment with stakeholder groups. Our expert group works closely with executives and board to evaluate risks on a project or retainer basis, with the package often combined with our activism watch, market intelligence, strategic governance and M&A advisory or ESG status assessment and gap analysis services.

ESG Activism

Our strategic advisory services help prevent and defend against active shareholders, shareholder proposals and activists. With traditional shareholder activism focused on financial and operational performance, ESG-linked activism, often tied to climate, environmental and social concerns and underperformance is on the rise. We are uniquely set up to support companies in activist campaigns linked to ESG and sustainability, by combining our traditional advisory and intelligence services with our ESG, Climate and energy expert groups, unrivalled in our industry. Our quantitative and qualitative approach uses proprietary data and market leading know-how to advise corporates, financial institutions and third parties.

Activist Profiles

S&P Global offers detailed investor & activist profiles with intelligence on investment strategy on firm, fund and parent level, decision makers as analysts, portfolio managers, governance and stewardship teams as well as proprietary information of corporate governance and ESG sensitivities. Depending on use case our analysis can provide detailed information on investment strategy, portfolio, contacts and location, as well as the investors stewardship policies, vote and dissent record, voting guidelines and historic voting and activism behaviour or engagement approach. Additionally, our profile intelligence can include ESG integration status, climate and energy transition status in relation to portfolio decarbonisation, dependencies on proxy and ESG rating providers as well as intelligence on index memberships, index benchmarks, disclosure framework and shareholder advocacy support and signatory status. As part of our advisory campaigns we can also customize the profiles for region, sector and issuer-specific cases and situations.

Lending & Short Selling Intelligence

Internal proprietary dataset to allow real-time identification and tracking of securities lending levels of a stock, monitor short loan accounts with short squeeze alerts and utilisation levels. Our securities finance service group services prime brokers, investors as well as investors and corporates. For corporations, this service is a critical element during transactions or in the lead up to general meetings and proxy solicitation campaigns, allowing us to identify ownership risks, improve the scenarios for quorum and support levels and form the base for further engagement and communication strategy during friendly and hostile campaigns.

Cost Base Intelligence

Our cost base intelligence is part of our market intelligence offering, which allows proprietary analysis of the cost-base of any clients' shareholder base. Our experts will analyse the cost base of asset managers on a firm and fund level, based on their entry point, corresponding entry price and link the analysis to trading patterns and volume analysis. Cost base intelligence is mostly used during transactions, to understand which investors are most likely to support a deal based on their entry levels, which ones are still under water and which investors might have more of an incentive to sell in the market. Cost base intelligence is linked to proxy and tender solicitation, activism defence and often combined with general market intelligence or special situations services.

Situational Analytics (Spin-Off, Buy-Back, Merger)

Understand how your company’s business strategy could impact valuation and market performance. Gain insight into the ways your company’s business strategy could impact valuation and market performance. Our unmatched data sets and expert analysts help you predict and understand the impact of M&A activity, IPOs, index inclusions and exclusions, spin offs, capital allocation considerations, exchange listings and other special situations.

Market Sentiment & Risk Analysis

S&P Global’s advisory teams provide actionable intelligence for companies to gauge investor sentiment about their company, recent market moving announcements and thoughts on the company’s corporate governance, ESG or sustainability practices, compared to industry, sector or the broader market. These studies provide valuable insight into the key factors and concerns that drive institutions’ investment decisions and assist the company in developing an effective global investor relations, communication or ESG program.
Our investor sentiment and risk assessment is fully customized but usually highlights:

• Detailed intelligence on investor expectations
• Gauge investor reaction to corporate actions, strategy, disclosure or ESG practices
• Understand investor concerns and message gaps
• Gain market, industry and peer intelligence
• Measure the success of the company’s initiatives.

Our customized service is delivered as board-quality presentations with detailed results and key excerpts from conversations with governance analysts and portfolio managers. The S&P Global team will review the results and discuss any recommendations for changes to the investor communication strategy. Going forward, follow-up studies can help the team measure the success of their outreach efforts. This service is usually included in the strategic advisory retainer and often linked to the ESG status assessment and gap analysis, investor intelligence, activism defence, ESG review.

Engagement & Roadshows

Deal and non-deal roadshows are key for companies, their executives and boards in order to engage with the capital market participants and specifically to understand the investors' view and approach on several topics as strategy, communication, ESG and governance items as climate, remuneration or performance. Our engagement campaigns are often used to identify potential message gaps and to promote the boards strategy, thus, to safeguard support from relevant investors or to spot upcoming concerns before they transform into opposition. This can include shareholder engagement campaigns ahead of shareholder meetings, to support a corporate action or leading up to a transaction as a public tender offer(PTO). Our team is able to independently support clients in their corporate access, whether it is general roadshows incl. 1-o-1's, group meetings or whether the goal is to focus on corporate governance, ESG or sustainability roadshows. In our shareholder engagement service, we will identify investor, the specific decision makers incl. their responsibilities such as analysts, their investment responsibilities and any corporate governance/ESG/stewardship responsibility. Our team can provide actionable insight on the investors profile, their portfolio trends and analytics on the investment policies, process and historic behaviour of the investor. Often the roadshow service is combined with the following additional services:

• Investor Intelligence
• Investor Targeting & Profiling
• Capital Markets Day support and sentiment analysis
• ESG & Corporate Governance Advisory services
• Vulnerability Assessment
• ESG Review & Gap analysis
• Proxy or Tender Solicitation Services