We provide independent shareholder vote and acceptance condition analysis for public M&A and major governance proposals. Our work forecasts outcomes, maps the shareholder register, interprets proxy-advisor influence, and links meeting mechanics to probabilities, timelines and price impacts.
A board recommendation can carry weight, but it does not guarantee that target or acquirer shareholders will tender or vote in favour, regardless of the takeover premium. When approval is required, those shareholders will scrutinise price, synergies, the likelihood of deal completion, and the strategic rationale.
Shareholder pushback is therefore a prominent deal risk in public M&A. Investors and proxy advisers can and do take firm positions based on their assessment of fair value, the credibility of synergies and the feasibility of an alternative approach. By analysing deal dynamics, the make-up of the shareholder register and likely voting intentions, we help clients judge whether opposition is sufficient to jeopardise or derail a transaction.
We review the merger proxy or offer document, merger agreement, articles of association, and any shareholder voting agreements, then set this against the specific situation and precedent voting outcomes. We build a grounded view of the register by cohort (passives, long-only shareholders, event-driven funds and activists) and calibrate how each is likely to weigh valuation, governance concessions, remedy burdens, and litigation risk.
We also clarify the mechanics that decide results: record dates and quorums, counting standards, majority versus majority thresholds, class-by-class tests, adjournment options. The analysis is converted into a grounded opinion where we focus on key swing factors, including potential ISS and Glass Lewis recommendations and the stance of large shareholders.
If you are a qualified investor and would like to speak to us about a live shareholder vote, please get in touch.