Breakingviews: Emerson settlement with Shaw would be win for both

Squabbling couples often forget why they’re arguing. It’s much the same with shareholder activism. The $50 billion hedge fund D.E. Shaw has until Nov. 6 to initiate a proxy battle with $44 billion industrial conglomerate Emerson Electric. Both could chalk up an easy win by admitting they’re not that far apart.

Both seem to agree that Emerson’s bulky structure needs a makeover. Emerson began an evaluation of its businesses before D.E. Shaw showed up, back when it was trading near the median multiple of its lowest-performing peers. The fund will ensure the analysis is serious. But escalating a review that’s already happening is an easy ask.

And Emerson may not break up immediately, though that looks unavoidable longer term. Emerson Chief Executive David Farr – who has led the company for 19 years and will be departing by 2021 – has slimmed down the company from five platforms to two in recent years. He may not want a major bust-up in his final year, but it’s unlikely he would object to a longer timetable.

The board shake-up also shouldn’t be contentious. Asking shareholders to amend bylaws to ensure directors are approved annually is a no-brainer. D.E. Shaw may want to change the board significantly, and Emerson may only want to give up one seat. But a compromise that brings one D.E. Shaw-nominated candidate and one mutually agreed candidate would not be without precedent.

Both also seem to agree on cost cuts – including Emerson’s fleet of eight jets. They just disagree on the amount. D.E. Shaw probably knows its $1 billion savings estimate is aggressive. Citigroup, Deutsche Bank and others have estimated a figure closer to a few hundred million. But the hedge fund will find broad shareholder support in pushing for substantial cuts, including on management compensation.

A compromise would give Emerson cover to undergo some long-overdue changes. And D.E. Shaw could shake off any doubts about its activist chops following the exit of strategy leader Quentin Koffey for a rival in May. A quick, sensible deal at Emerson may lack the electricity of famous activist tussles, but it could be a heck of a lot more efficient.

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