By Svea Herbst-Bayliss
NEW YORK, Nov 10 (Reuters) – A group of corporate governance experts who have weighed in on some of America’s most contested mergers and boardroom fights said they are launching a firm that will guide companies on how to engage with investors on critical shareholder votes.
Cristiano Guerra, a former head of special situations research at proxy advisory firm Institutional Shareholder Services, is teaming up with four other industry veterans to run Niscaya Governance, the group said in an interview.
His partners are Juan Bonifacino, who worked as a banker defending companies targeted by activist investors and is an ISS alumnus; Kim Castellino, who led ISS’ US research team; Effie Veres, a former senior equity analyst at hedge fund Citadel; and Bradley Vitou, who held activism defense roles at Ernst & Young and FTI Consulting.
All partners previously worked at Strategic Governance Advisors (SGA), a division of strategic communications firm FGS Global.
The team, which advised companies including media giant Warner Bros and athletic apparel retailer Lululemon, is beginning work at the start of what some analysts are forecasting will be a contentious corporate annual meeting season and one of the busiest deal-making environments in years.
Companies are increasingly turning to advisers like Niscaya to prepare management to communicate better with shareholders and decode how proxy advisors ISS and Glass Lewis may recommend they vote on hot-button issues like proposed mergers, who sits on boards and executive pay.
“We prepare companies to engage effectively with the proxy advisors and the investors who are casting these consequential votes,” Bonifacino told Reuters. “We help our clients cut through the noise and focus on what will truly resonate.”
The firm’s partners will work mainly from New York, Washington and San Francisco, and Niscaya joins a number of advisory firms including PJT Camberview and Jasper Street.
Since the partners began working together, they have advised dozens of prominent companies, drawing on their expertise at ISS, managing to retain board seats for many challenged directors and to help get contested mergers approved, lawyers and bankers said.
“The rules and dynamics of proxy solicitations are evolving rapidly and this team has a truly unique perspective that can be of great value to public companies facing or looking to avoid contested shareholder votes,” said Sebastian Alsheimer, head of shareholder engagement and activism defense at law firm Cleary Gottlieb Steen & Hamilton.
Bloomberg ranked SGA, where the partners previously worked, as the No. 1 strategic activism defense adviser to companies with more than $1 billion in market capitalization.
The five partners left SGA in October. Chris Cernich, who preceded Guerra as ISS’ head of special situations research and co-founded SGA a decade ago, retired in August.
(Reporting by Svea Herbst-Bayliss; Editing by Jamie Freed)
