During the deal decade of the 1980s, a phone call from T. Boone Pickens would send chills down the spines of Fortune 500 CEOs. Pickens considered himself a shareholder activist; CEOs thought he was the devil.
Pickens' thesis was simple -- managements were running companies for themselves, not shareholders. The solution: Make a hostile bid.
With the implosion of Enron and WorldCom, it seems strange that -- in light of the new stringent regulations such as Sarbanes-Oxley -- there has not been much hostile activity lately. Well, this may change.
Take yesterday's deal, in which General Electric (NYSE:GE) purchased the Edwards Systems unit of SPX (NYSE:SPW) for $1.4 billion. SPX is the perfect target for a hostile bid. It is a conglomerate of slow-growing industrial properties. It recently had issues with its accounting. And, most importantly, it has assets that are undervalued -- such as the Edwards Systems unit.
A firm called Relational Investors LLC purchased a significant stake in SPX (about 5.7%) and recently launched a proxy fight to throw out management. The firm alleges in an SEC statement that management improperly altered its compensation structure.
Ralph Whitworth co-founded Relational Investors in 1996 with an infusion of capital from the California Public Employees' Retirement System. He is an expert in corporate governance and crisis management. For example, he was hired onto the board when Waste Management (NYSE:WMI) was mired in accounting problems in 1999 and also came to the rescue of ApriaHealthcare (NYSE:AHG).
Some of the recent positions from Relational Investors include CNF (NYSE:CNF) and National Semiconductor (NYSE:NSM). And with $3 billion under management, Relational Investors will, no doubt, make further moves to spur shareholder value.
And, ironically enough, its main tool for change is the ever-powerful Sarbanes-Oxley Act.
Fool contributor Tom Taulli does not own shares mentioned in this article.
