MIT Sloan Management Review

Corporate Strategy

A Strategic Response to Investor Activism

By Andrew J. Hoffman

January 15, 1996

HOW CAN A CORPORATE EXECUTIVE BALANCE SOCIAL AND ECONOMIC PRESSURES WHEN SOCIAL ACTIVISTS AND CORPORATE INVESTORS ARE THE SAME PEOPLE? THIS is the quandary Amoco Corporation faced when investors repeatedly filed proxy resolutions requesting adoption of the Valdez Principles, ten environmental principles developed by the Coalition for Environmentally Responsible Economies (CERES). The author describes the evolution of the relationship between CERES and Amoco. He shows how Amoco responded strategically to investor activism with corporate activism. He also discusses the three factors determining a company’s response to investor activism: the firm’s culture, the power and influence of the group filing the resolution, and the political climate in which the resolution is filed. Ultimately, responding to investor activism becomes an important aspect of integrating political strategy into competitive strategy.

Social activists have long attempted to redefine corporations’ objectives to include “social responsibility.” Yet most economists would argue that a corporate executive’s primary social responsibility is to make a profit for the corporation’s owners, not to appease social activists’ demands. In Milton Friedman’s words, any manager who would put the activists’ interests ahead of the shareholders’ would be practicing “pure and unadulterated socialism.”1 William Meckling and Michael Jensen wrote, “The term ‘social responsibility’ has the advantage, from the standpoint of its proponents, that it disguises what they really have in mind: namely, that managers should deliberately take actions which adversely affect investors in order to bestow benefits on other individuals.”2 Such blunt comments leave no room for doubt about who the legitimate stakeholder is in directing corporate policy — the corporate investor. But what are executives to do when the social activist and the corporate investor are, in fact, the same?

This quandary has confronted many corporate executives in their annual shareholder meetings. For example, from 1990 to 1992, Amoco faced repeated shareholder resolutions to sign the Valdez Principles, ten environmental principles developed by the Coalition for Environmentally Responsible Economies (CERES). This particular case is intriguing because of Amoco’s strategic response to defend itself from an “undesirable and unwarranted intrusion into corporate affairs.” Equally intriguing is why Amoco, and... To read the complete article, login or sign-up using the form below.

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