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独家揭秘:这家对冲基金怎么总是赢?

Jen Wieczner 2017年12月26日

《财富》调查揭示了Elliott Management成熟而且往往引起争议的战术,它让这家公司成了世界上最大、最成功的维权对冲基金。

Photograph by Stephen Lewis for Fortune

如果不是西瓜,Elliott Management可能已经在韩国赢了。

2015年夏,这家由保罗·辛格创立的维权对冲基金公司开始和三星帝国对抗,目的是阻止这家韩国综合型集团实施辛格眼中的不公平交易。辛格40年前创立了Elliott Management,目前仍是负责人。当时Elliott是三星工程业务的主要投资者,出现问题的原因是三星会长李健熙的身体出了状况后,他的儿子李在镕开始在这家韩国最大企业进行权力整合。李在镕打算让三星的一家子公司斥资80亿美元收购工程业务,但遭到Elliott拒绝,原因是它认为收购价太低,而且开始游说其他股东予以抵制。韩国是Elliott有史以来距纽约总部最远的投资地,李在镕对这家对冲基金公司来说是一个狡猾的对手,而且在韩国有巨大的影响力。三星甚至在网上给辛格画上了秃鹫的喙,并配上文字说外界认为辛格是反对犹太分子。

但最终,左右投票者的可能是“糖分”。随着此项交易审批会议的临近,三星代表开始挨家挨户地拜访股东,而且带着西瓜和核桃点心,意在争取股东的支持。最终收购得到了批准。Elliott在几周后卖掉了自己的股份,这是它罕见的服软举动。

但事情并未就此结束。今年早些时候,韩国政府爆出腐败丑闻,朴槿惠就此下台,三星也遭到牵连。今年8月,李在镕承认行贿。为确保击败Elliott,三星曾将一匹价值83万美元的盛装舞步赛马赠送给一位关键政坛人士的女儿,这位政坛人士进而劝说韩国国民年金公团——世界上最大的养老基金之一对此次并购投赞成票。如今,李在镕已经入狱,Elliott则被证明是正确的。和辛格一起担任公司联合CEO的乔纳森·波拉克说:“当时我根本不知道这会让韩国总统遭到弹劾。”在追究行为不当的公司时,Elliott有时会翻出一些劣迹。“遗憾的是,一些涉足其中的人往往把股东和债权人的权力置于脑后,而且为所欲为。”

实际情况表明,三星事件的结果不光是Elliott的一个分水岭,对股东维权主义来说也是如此。维权股东利用手中的股份对上市公司施压,以便带来改变从而提高收益,具体途径包括业务重组、管理层更迭、甚至将公司转让。近年来,随着越来越多的跨国投资者开始寻找竞争优势,股东的这种激烈行为变得更加普遍。在这方面,40岁的Elliott已经成为最大而且最活跃的维权对冲基金,而且看来几乎总是能得偿所愿。

律师事务所Wachtell Lipton Rosen & Katz创始合伙人、发明了毒丸防御策略的马蒂·利普顿指出:“Elliott的所作所为可能最有指导意义,而且影响也最为深远。” 利普顿最近和Elliott面对面的次数变得更多,所涉及的层面也超过以往任何时候。“他们一直都非常成功,而且是如今维权主义的一大影响因素。”

过去五年中,Elliott在50多家公司发起了维权活动,仅今年就有19家,范围至少覆盖十几个国家和地区。在此期间,只有和三星的斗争发展到了投票阶段,也只有这次Elliott未能实现目标——由此可见它在迫使管理层接受其要求方面是多么的有效。同时,Elliott的资产基本上翻了一番,达到约390亿美元,其中包括今年5月在23个小时内筹集到的50亿美元,这让它的规模比行业第二大维权对冲基金——丹·勒布的Third Point大了一倍多。

这样的资金体量,再加上400人的团队,使得Elliott所向披靡,无论是行业巨头还是各国政府,实际上都不可能在对抗中取胜。沃伦·巴菲特今年夏天就尝到了厉害——Elliott利用自己强大的资金实力成功阻止了伯克希尔-哈撒韦收购能源公司Oncor,它买下了Oncor的所有债务,并威胁要行使债权人否决权。最近,Elliott打算克隆这样的成功策略——今年它发起的维权活动数量比2016年多了一半左右,差不多是其他所有大型维权基金全部维权活动的三倍。今年10月Elliott更是在一天里两次进行维权。

Elliott的成功记录和其他许多同类维权基金的表现形成了鲜明对比,这些维权基金最近对《财富》500强企业展开的行动一败涂地,其中包括比尔·阿克曼和ADP的代理权争夺,Greenlight Capital创始人大卫·艾因霍恩今年早些时候对通用汽车出手,甚至还有Trian Partners首席执行官纳尔逊·佩尔茨,他在今年秋天和宝洁的大规模代理权争夺战中险胜,但在让他进入董事会的问题上仍和宝洁争执不下。反观Elliott,40年来这只基金的年均回报率为13.4%,在对冲基金领域首屈一指,而且能在对冲基金远远落后于市场的时候跑赢大盘。该公司的旗舰基金Elliott Associates五年来的年均回报率超过9.7%,整个对冲基金行业的平均回报率则为4.7%。

同时,Elliott将维权活动的规模扩展到了空前水平,被它罢免的公司高管越来越多,敢于和它对抗的政府首脑甚至也被赶下了台。就在去年,Elliott 最终在一场历时15年的斗争中彻底获胜,从而迫使阿根廷偿还债务。在这场拉锯战中,该公司甚至一度扣留了阿根廷海军的高桅横帆船以及船上官兵。Elliott最终实现收益24亿美元,几个月后,阿根廷总统克里斯蒂娜·费尔南德斯·基什内尔遭起诉。正是这位总统在2014年带领阿根廷违约,而不是偿还Elliott的欠款(这个决定也导致了她所在的政党改选)。克里斯·瑟尔尼奇在为公司高管争夺代理权提供顾问服务的机构Strategic Governance Advisors担任董事总经理。他说:“Elliott是唯一一家在两个主权国家引发政权更迭的公司,他们成功的原因在于做正确的事,而且是非常公开地做正确的事。”

在证明自己是正确的过程中,Elliott变得非常善于利用对手身上的压力,但他们的对手指出,Elliott的办法甚至会突破道德底线。通过采访40多位跟Elliott打过交道的人,包括投行人士、顾问、各类公司的董事以及Elliott的前任和现任成员,《财富》杂志了解到了此前没有披露过的细节,从而明白Elliott为了获胜会走得多远。

对许多观察者来说,今年春天Elliott似乎又证明自己的是对的——有人把一个足球送到了保罗·辛格门前。1月份Elliott公开要求解雇航空制造商Arconic首席执行官克劳斯·克莱因菲尔德。Arconic去年从Alcoa剥离了出来。Elliott对克莱因菲尔德在任期间Arconic股票的低回报率以及这位CEO的高薪酬表示不满。但Arconic拒绝让他下课,一场代理权争夺战就此展开。

四个月后,克莱因菲尔德用这样一只足球作为回应,后者从Arconic的纽约总部快递到了辛格在纽约的办公室。克莱因菲尔德还附了一封信,其中以讽刺口吻影射了2006年世界杯期间辛格专门在柏林举办的一些“仍具传奇色彩”的聚会。在信末附言中,克莱因菲尔德还暗示辛格行为不端,比如戴美国原住民帽子以及在公共喷泉里唱《雨中曲》。他还说,下次一定要送辛格一顶带羽毛的帽子。

按Elliott的说法,这等同于送上“放有血淋淋手指的盒子”。Elliott法律顾问理查德·扎贝尔在写给Arconic董事会的信中说:“我们看到的是克莱因菲尔德博士隐含地表示他可能是在恐吓或敲诈辛格先生。”过了不到一周Arconic董事会就直接让克莱因菲尔德辞了职。Elliott似乎幸运地借突发事件达到了目的,利用的是对手的“非受迫性失误”。

但《财富》杂志了解到,在这背后,Elliott一直在和克莱因菲尔德以及Arconic“冷战”,它的秘密“间谍活动”一直从美国东海岸延伸到了欧洲。

就克莱因菲尔德而言,这些小动作始于两名自称私人调查员的人找到他在纽约韦斯特切斯特县的邻居家,调查克莱因菲尔德家里的“吵闹聚会”。随着Elliott不断给Arconic施压,克莱因菲尔德的朋友和同事以及Arconic的董事都有了更可疑的遭遇——其中一对夫妇住在克莱因菲尔德附近,曾有陌生人尾随他们到周边一家餐厅,然后走上前来说有意和克莱因菲尔德一同投资,但先要问几个问题。这位出生在德国的CEO拒绝接受《财富》杂志采访,但五位了解情况的人士都证实有这样的事。他们都相信这是Elliott所为,其中一人说:“我们认为他们做的过分了。”

最让克莱因菲尔德揪心的是他在哈佛商学院读书的一个女儿。有人在校园里找到她,要和他在Facebook上“成为朋友”。这个人还向她的朋友们打听她的家庭情况。虽然律师和顾问说争夺代理权时经常会派人研究对方的情况,但公司高管的子女,无论年龄大小,一般都被视为“禁区”。

Elliott似乎并未因此感到不安。法院证词和《财富》对七个人的采访记录显示,Elliott攻击对象的子女至少有三次被牵入其中,目的显然是获得其父母的信息或占据上风。其中一次涉及Arconic在德国的公关顾问诺尔伯特·埃辛,有人找到了其子女在伦敦的邻居,询问埃辛本人及其子女吸毒的事。而不久之前,Elliott曾公开指责埃辛帮助或鼓励克莱因菲尔德写了那封跟足球一起送来的信(埃辛对此予以否认)。

《财富》为撰写本文而进行采访时,Elliott让两位高管做了有限的“接待”,而且否认自己在维权时使用过私人调查员。一位接近Elliott的人士否认Elliott对Arconic的研究中包括来自或有关高管子女的信息。但几位消息人士透露,在维权对冲基金的小世界里,Elliott看来一直都有采取强硬战术的特别“名声”。对这种“无下限”做法的不耻甚至让著名维权人士、对冲基金ValueAct首席执行官杰夫·乌本在5月份梅肯研究院大会的一场研讨会上对克莱因菲尔德表示支持。

虽然存在争议,但挖黑历史以及其他激进行为可以带来金钱买不到的力量。这也恰恰体现出Elliott和那些不太成功的对冲基金有何不同。摩根士丹利全球股东维权和公司防御部门顾问大卫·罗斯沃特说:“要想真的做好维权这件事,就不光要聪明和毅力,还要下定决心。不是人人都愿意当坏人。” 罗斯沃特此前曾担任Elliott的代表律师。

Elliott由保罗·埃利奥特·辛格于1977年成立。经过培训成为律师后,辛格发现通过司法系统自己可以作为一名投资者在破产和仲裁案件中获得巨大收益。亿万富翁辛格几乎是保守的代名词,73岁的他坚持对冲自己的所有投资以降低损失风险,他还把“人的努力”,或者说需要花费气力的老式做法誉为自己投资风格的决定性特色。

据非常了解他的人介绍,辛格是很有权利的共和党捐款人,但因资助“Never Trump”组织和共和党分道扬镳,他还支持同性婚姻,而且很关注自己和员工的个人安全。Elliott基本上不允许员工使用社交媒体;例外情况寥寥无几,员工不能在网上发布自己的照片,甚至是在公司使用的正式照片,这让他们几乎成了数字时代的“幽灵”。这些谨慎措施旨在保护员工,以免有人对Elliott感到不满。Elliott的一位投资者说:“保罗对安全问题总是非常多疑。”由于担心冒犯辛格,这位投资者要求不透露其身份。辛格把这样的哲学发挥到了极致,他甚至对冲了Elliott在曼哈顿的总部——在新泽西州设有同样占据五个楼层的后备办公室,就是为了以防万一。

20世纪80和90年代,Elliott把精力主要集中在问题债务和其他较冷僻的证券商,当时涉足这些领域的华尔街投资者较少。该公司如今的维权活动则始于2004年,也就是杰西·科恩加入公司后。科恩现年37岁,是Elliott的“淘气鬼”,喜欢汽车和铁人三项。来自长岛的科恩说话很快,有时迅速得就好像在快进一样。科恩说自己是计算机系宅男,进入Elliott前曾在摩根士丹利并购投行部工作过两年。正是在摩根士丹利时,科恩开始给小型科技公司写信,敦促它们把自己卖出去,从而让股东大赚一笔。

科恩的“粉丝遇上撮合者”的心态为他赢得了自以为是的名声。2010年,在写给Novell董事会的信中,科恩说自己14岁时曾拿到该公司的一种IT证书,从而让这封敌意收购信平添了一丝迷人的认同感。这样的自负行为起了作用。Novell转让给了私募基金,科恩的做法也给了老板们足够深刻的印象,后者把他提拔为美国股票维权部门负责人。科恩促成了十几家公司的转让或收购,包括BMC Software、Informatica、LifeLock和EMC,其中戴尔2015年斥资670亿美元收购EMC是最大的一笔交易。瑞士瑞信银行负责应付权力争夺情况的克里斯·杨在科恩进入Elliott时就认识他。杨说:“在开展维权活动方面,我不知道是否还有人比他更有经验。

辛格尽量避免加入公司董事会,不过科恩加入了四家,而且对公司事务参与得比较深入,后来Elliott有些投资人误认为科恩是辛格的侄子。辛格很少公开露面(他也拒绝了本文作者采访),看上目标公司后他也很少参与谈判,科恩则总是冲在前线。“保罗在很多事上是拍板的人,但杰斯更像神一样,积极投资圈里人人都知道他,” Elliott代理律师事务所Schulte Roth & Zabel合伙人兼股东权益维护团体联席主席的马克·魏恩加滕表示。

私下里,坐在谈判桌另一侧的人们也能看到科恩另一面,一位战略压力应用大师。他的另一面随着Compuware收购案为世人所知。Compuware是总部位于底特律的一家商业软件开发商,2014年在Elliott运作下由私募股权公司Thoma Bravo以24亿美元价格收购。

2013年9月,Compuware董事会代表团飞往纽约跟Elliott商谈,提出己方的要求。会议开始,科恩匆匆翻阅了六英尺厚的文件,其中都是故意贬损Compuware访客的内容,还包括前通用汽车首席执行官韩德胜。私募股权公司General Atlantic顾问董事比尔·格拉贝当时在Compuware担任董事会任职,后来在仲裁程序中作证说,科恩还不害臊地聊到韩德胜的女儿。“你有个女儿,在做些什么什么,”格拉贝记得科恩这么说过,这位年轻的基金经理回想起当时的情景。“你面前的高手最擅长的策略是恐吓、分化、想尽一切办法颠覆,”格拉贝的证词称。同一案例中,时任Compuware首席执行官的鲍勃·保罗作证说,后来一次电话中,科恩还“含蓄地威胁”,说他知道保罗车库里藏着一辆阿斯顿马丁,他说,“顺便说下,你开的那辆英国车不错。”

这些冲突首次披露是在一次跟Compuware联合创始人彼得·卡尔玛诺斯二世的纠纷中,这件事也为卡尔玛诺斯在密歇根州立法院的官司提供了证据,新近官司里指控Elliott “胁迫”董事卖掉公司。“Elliott就是在占便宜,”卡尔玛诺斯告诉《财富》,“然后他们做得更过分,还刻意歪曲了规则。”1973年,卡尔玛诺斯创立Compuware,当时只有退税支票的几百美元。Elliott介入时他已经宣布从董事会退休,但几个月后因为他公开说了句“要让对冲基金滚一边去”,顾问的职务也被解除了。不过他表示说那句话不后悔。“眼看着公司被那帮纽约来的混蛋拆得四分五裂太难受了,”他说。

科恩拿出文件时同在会议室的一位人士表示,虽然明确威胁说会释放有害信息,但这些小伎俩没有影响董事会的决定。“文件的意图很清楚,”此人表示。董事们开会前早有准备,因为Elliott一年前盯上的竞争对手BMC公司有人已经提醒过。Compuware董事说,之前用过的招数还包括给BMC公司董事的女儿打骚扰电话。

Elliott对此拒绝置评。但一位熟悉该公司的人士表示,这些技巧原本应该“有点搞笑,结果却有点残酷”,是用一种类似恶作剧的方式提醒董事利益冲突,也有点无计可施的意思。该人士还表示,事情针对的是董事,而不是他的女儿,虽然最后落实女孩身上:“我们有条底线。他女儿又没在董事会里。”

不过,这种招数还是引起一些投资人注意,例如ValueAct的乌本,他们担心Elliott会影响到其他出于好意与公司合作的积极投资者,因为Elliott做起事来不顾人道代价,还喜欢把公司彻底拆分。“我们的积极投资原则跟Elliott完全不一样,”乌本告诉《财富》。乌本的对冲基金在微软私下进行的运作已经持续五年,由于在微软首席执行官萨特亚·纳德拉带领下加快了周转速度而受到称赞。“Elliott弄得公司对公开市场都不太感兴趣了,”布恩表示,“结果是上市公司数量缩水,私人公司数量在增加。”

科恩与Compuware酣战的同时,Elliott内部也发生重大变化。Elliott领导层认为科恩的策略体现了公司根本特点,也即劳动密集型投资,五年前他们全力转向劳动密集投资策略。Elliott有一帮年轻的基金经理,从能源到金属再到采矿,每个人都想在各自行业复制科恩的成功。乔纳森·波拉克之前在欧洲和亚洲做封闭式基金,几年后回到纽约,现在他将辛格成立公司的原则与新形式结合起来,打造出可在Elliott全面推广也在全球适用的股权投资策略。

遇到的第一个重大测试就是赫斯公司。赫斯公司当时市值约250亿美元,是家族掌控的石油天然气企业,也是Elliott盯上最大的公司。由于赫斯公司每年圣诞期间会发售风格独特的玩具卡车,在美国文化中也颇具怀旧地位。赫斯公司没想到引起Elliott注意。毕竟Elliott只有4%股份,还不够资格像美国证券委员会提交主动投资者13D文件。2013年1月,Elliott公开提出要替换董事会五名成员。Elliott表示赫斯公司给高管支付的薪水是全行业最高,股票收益却接近谷底。这是一场“偷袭”,新泽西州前民主党州长托马斯·凯恩回忆道,当时他是Elliott要替换五名董事会成员之一。

赫斯公司作为美国历史悠久的企业,向来有种难以穿透的感觉。但Elliott提出的新董事名单简直无懈可击(包括英国石油公司和美国运通前首席执行官),这些人之前跟Elliott都没关系,所以逼得股东也要认真考虑。赫斯公司董事会成员“比起Elliott提名名单就像替补队员一样,”赛尔尼奇表示。凯恩称,Elliott告诉一些机构投资者,如果不支持自己提名的候选人,就等于背弃了诚信义务,而且可能导致法律后果。  

2013年5月年度股东大会的代理权投票前夜,Elliott和赫斯公司的代表躲在休斯顿四季酒店里各自计算可能得票情况。晚上10点左右,投票结果呼之欲出的时候,双方坐到一起整宿商谈方案:早上6点半,赫斯公司宣布董事会将加入三位Elliott提名的人员。工作23年的凯恩放弃自己的席位。“通过如此调整,Elliott方面显示出接管大型公司的能力,就这样,”凯恩表示。曾为赫斯家族应付积极投资者提供咨询的银行家表示,赫斯家族的失败不只影响Elliott:“最终结果出来后,大家都很开心。”

在Elliott内部,这次巨大的胜利也刺激了所有人神经。2015年10月,Elliott第一次对零售公司下手,选了Cabela’s,最后卖给了Bass Pro Shops。对科恩来说,最让人兴奋的案例还是美国资本。之前Elliott买这只不知名的金融股票只是为了套点利,但一位同时发现美国资本立刻开始防备起来抵抗积极投资者进入,他第一次穿过办公室去找科恩。

两人立刻按照Elliott标准积极行动手册对照了一下,这家公司是不是被低估了?有没有改造空间?能不能说服其他股东需要进行变革?科恩立刻向波拉克和辛格提出可以行动,两人签字同意。2015年11月中,Elliott向美国资本发送了公开信,同时宣布持有8.4%股份。九天后美国资本就投降了,宣布进入出售流程。这也是Elliott公开行动收效最快的一次。(六个月后阿瑞斯资本以34亿美元收购了美国资本。)“说明我们的路子是对的,”科恩表示。“而且具有扩展性。我觉得已经证明——我们不只是一群技术专家,专门做技术领域;团队可以长期实践下去,在别的行业和别的地区一样能做成。”

科恩对协助打造的公司还是很满意。他刚加入Elliott不久,就梦想着有一天能经常在吃饭时向同事和顾问发表意见。因为不管他多少次成功将企业带出困境,促成多少次出售,就缺了点什么:杰斯·科恩希望亲自收购公司。

听科恩讲述简直就像听爱情故事。Elliott采取行动前花费大量时间和精力研究公司,结果对行动对象往往十分了解,也充满欣赏。举个例子,Elliott对EMC花了几个月研究这家数据存储公司,寻求并购机会前访问了近700个客户。但最后戴尔靠私募股权公司银湖资本的资金收购EMC后,Elliott就撤出了交易。科恩希望,有一天Elliott能发展壮大到自己就能鲸吞大型公司。

今年秋天科恩的梦想终于成真,Elliott在宣布持有网络安全公司Gigamon股份不到六个月后,以16亿美元成功收购。这是Elliott第一次单靠自己完成私有化,对其在硅谷新设立的私募股权公司Evergreen Coast Capital来说也是个重要里程碑。

但科恩也意识到,虽然有点像金融界讽刺故事,但Elliott尖锐的行事风格在大型并购时可能会变成负担。现在科恩经常找之前辛苦谈判时认识的银行家和律师咨询交易机会。调整之后,合作者纷纷表示对科恩和Elliott略有改观。

举例来说,Elliott今年4月盯上Athenahealth后,跟管理层交流时非常礼貌,甚至偶尔称赞。虽然熟悉Athenahealth的人士表示,Elliott出现得“准时准点”。有时候科恩回忆起自己霸道的往日甚至还有些愧疚的迹象。“我们的策略很可能随时间发展,”科恩的老板波拉克表示。“我们在寻求更有建设性的沟通方式。”

所以Elliott今年进攻Arconic时弄得公司内外一地鸡毛。38岁的基金经理大卫·米勒准备的攻击言论比最近其他收购都要多。Elliott准备了336页的幻灯片展示给Arconic股东和公众,将克莱因菲尔德描述为垄断者,捞到钱就想跑。文件还暗指克莱恩菲尔德有个性缺陷(Arconic痛斥这项指责“毫无根据”),导致有人也开始怀疑Elliott本身也有些分裂性格。“问题是,我也不知道会找来好人还是坏人,”曾帮助Arconic抵抗Elliott和其他积极投资者的朱尔·弗兰克公关公司的朱尔·弗兰克表示,此番表述是今年3月他在杜兰法学院一场论坛上说的。(今年春天,米勒升职为Elliott美国重组部负责人。)

从Arconic案例也能看出Elliott动用无穷无尽资源的能力。5月,就在克莱恩菲尔德辞职近一个月后,Elliott做了件前无古人后无来者的事。Elliott在发放纸质投票卡的同时,还发放了可充电的视频播放器,比iPad稍小一点,里面预装了四分钟的攻击性广告,称克莱恩菲尔德“在标普500指数公司里履历堪称最差”,投资者打开包裹就自动播放。播放器送给了成千上万零售投资者,据代理权争夺顾问估计,此举花掉Elliott近300万美元。曾亲身参与的人士介绍说,Arconic称为了自保花了5800万美元,这么算起来Elliott花得只会多不会少。两轮谈判失败后,辛格也少有的露了面,最终Arconic同意增加Elliott提名四位董事的三位。“只要对手是Elliott,形势就完全不一样,” Schulte律师事务所的律师魏恩加滕表示。“他们不眠不休,有钱,而且为了赢不惜一切代价。”

If not for the watermelons, Elliott might have won in Korea.

In the summer of 2015, the activist hedge fund founded by Paul Singer had gone to war in the Republic of Samsung to stop the South Korean conglomerate from going through with what Singer considered to be an unfair deal. Elliott Management, the hedge fund that Singer launched 40 years ago and still leads today, was then a large investor in Samsung’s construction division. The trouble started when Jay Y. Lee, the son of the coma-bound chairman of the Samsung chaebol, started to consolidate power over Korea’s biggest company. When the younger Lee moved to have one part of the family empire buy the construction unit for $8 billion, Elliott balked at what it considered an absurdly low price and began lobbying other shareholders to reject it. Investing farther away from its New York home than ever before, the hedge fund faced a canny opponent with enormous influence in its home country. Samsung went so far as to publish illustrations online depicting Singer, with a vulture beak, accompanied by rhetoric that Singer perceived as anti-Semitic.

In the end, though, it was sugar that may have swayed the voters. As the meeting to approve the deal neared, Samsung representatives went door to door to meet shareholders, bearing watermelons and Korean walnut cakes, in a plea for their votes. The merger passed. Elliott, in a rare surrender, sold its shares a few weeks later.

But the story doesn’t end there. As South Korean authorities unraveled a corruption scandal that toppled the country’s President earlier this year, the trail traced back to Samsung. In August, Lee was convicted of bribery. To ensure Elliott’s defeat, Samsung had given a $830,000 dressage horse to the daughter of a key political influencer, who in turn cajoled the National Pension Service—one of the world’s largest pension funds—to vote for the merger. Today, the Samsung heir is in jail, and Elliott has been vindicated. “I had no idea when we were in the midst of this, that this situation was going to lead to the impeachment of the President,” says Jonathan Pollock, co-CEO of Elliott, alongside Singer. It happens that in pursuing misbehaving companies, Elliott sometimes ends up sniffing out nefarious behavior: “Unfortunately, some of the people involved in these situations tend to ignore the rights of shareholders and creditors, and act entitled to do whatever they want.”

The Samsung outcome turned out to be a watershed moment not just for Elliott, but for shareholder activism. Activists use their ownership stakes in public companies to pressure them to change in order to boost returns—whether by restructuring their businesses, shaking up management, or even putting themselves up for sale. Such shareholder agitation has become more common in recent years as a widening pool of global investors seek a competitive edge. And in that world, the 40-year-old Elliott has emerged as both the largest and most active of activist hedge funds, and one that almost always seems to get its way.

“The Elliott book of deals is probably the most instructive, and it’s also one of the most far, far reaching,” says Marty Lipton, founding partner of the law firm Wachtell Lipton Rosen & Katz and inventor of the poison-pill corporate defense strategy, who has lately faced Elliott more frequently and on more fronts than ever before. “They’ve been enormously successful, and they are a major factor in activism today.”

In the past five years, Elliott has launched activist campaigns at more than 50 companies—19 this year alone—in at least a dozen countries. During that span, the battle with Samsung is the only one that went all the way to a vote, and the only one in which the firm didn’t get what it wanted—a sign of just how effective Elliott is at pressuring management to agree to its demands. At the same time, Elliott’s assets have nearly doubled to roughly $39 billion, including $5 billion it raised in a 23-hour span in May, making it more than twice the size of the second-biggest activist hedge fund, Dan Loeb’s Third Point.

That war chest, along with Elliott’s 400-¬person staff, has rendered the firm virtually impossible for adversaries—from industry titans to nation states—to beat in a fight. Warren Buffett learned that the hard way this summer, when Elliott used its financial might to successfully block Berkshire Hathaway’s bid for energy company Oncor, by buying up company debt and pledging to exercise its creditor veto right. And Elliott has lately sought to clone its winning strategy: It’s on track to launch about 50% more activist campaigns this year than in 2016—nearly three times as many as any other major activist fund—including, in October, two in a single day.

Elliott’s winning ways are in stark contrast to many of its activist peers, whose recent attempts to take on Fortune 500 companies have failed miserably, from Bill Ackman’s landslide loss in a proxy contest with ADP (ADP, +0.49%), to Greenlight Capital founder David Einhorn’s strikeout at General Motors (GM, +0.55%) earlier this year. Even Trian Partners’ Nelson Peltz, who narrowly won a blockbuster proxy campaign with P&G (PG, -1.27%) this fall, is still feuding with that company to accept him onto its board. And Elliott, whose 13.4% annual rate of return over its four-decade history is unmatched among hedge funds, has also outperformed at a time when that asset class has woefully lagged the market. The firm’s flagship fund, Elliott Associates, has returned more than 9.7% annualized over the past five years, compared with just 4.7% for hedge funds overall.

As Elliott ramps up its activism to an unprecedented scale, it is also accumulating a growing body count of deposed executives—not to mention ousted heads of state—who dared fight it. Just last year, Elliott finally prevailed in a 15-year battle to force Argentina to repay its bonds—a saga in which the hedge fund at one point seized an Argentine navy tall ship with the sailors still on it. A few months after Elliott finally collected its $2.4 billion windfall, Argentina indicted its former President, Cristina Fernández de Kirchner, who had led her country into default in 2014 rather than pay Elliott what it owed (a decision that had also cost her party reelection). “Elliott’s the only one that has effected regime change in two different sovereign countries,” says Chris Cernich, managing director of Strategic Governance Advisors, who counsels executives on proxy contests. “They were successful at being right, and very publicly right.”

In their conviction that they’re right, however, Elliott has become adept at wielding pressure on its opponents in ways their foes say can cross ethical boundaries. Through interviews with more than 40 people who have dealt with the hedge fund—including bankers, advisers, board members of various companies, and current and former employees of the firm—Fortune has learned previously unreported details that reveal just how far Elliott will go to win.

To many observers, Elliott appeared vindicated yet again this spring, when a soccer ball showed up at Paul Singer’s door. In January, the hedge fund had publicly called for the ouster of Klaus Kleinfeld, the CEO of aerospace manufacturer Arconic (ARNC, +1.95%), which split from Alcoa last year. Elliott objected to the company’s poor stock returns during his tenure, along with his generous compensation. Arconic refused to fire the CEO, and the stage was set for a proxy fight.

Four months later, Kleinfeld responded in the form of that soccer ball, sent by courier directly to Singer’s office, across town from Arconic’s New York headquarters. He enclosed a letter on his personal stationery, in which he sardonically alluded to some “lastingly legendary” partying Singer had supposedly done while attending the 2006 World Cup in Berlin. In a postscript, Kleinfeld insinuated that the hedge fund manager’s alleged debauchery had included wearing Native American headgear and warbling “Singin’ in the Rain” in a public fountain. He pledged to send Singer a feathered headdress next.

By Elliott’s telling, it was the corporate equivalent of a bloody finger in a box. “We do understand Dr. Kleinfeld to be making veiled suggestions that he might intimidate or extort Mr. Singer,” Elliott’s general counsel, Richard Zabel, wrote to Arconic’s board. Less than a week later, Arconic’s board gave Kleinfeld no choice but to resign. Elliott, it seemed, had lucked into its desired outcome out of the blue, by way of its opponent’s unforced error.

Behind the scenes, however, the hedge fund had been waging a sort of Cold War with Kleinfeld and Arconic, engaging in covert espionage ranging across the Eastern seaboard and all the way to Europe, Fortune has learned.

For Kleinfeld, it started when a pair of people who identified themselves as private investigators showed up at the door of his next-door neighbor in New York’s Westchester County about a year ago, inquiring about “loud parties” at his house. As Elliott ramped up its pressure on Arconic, friends and colleagues of Kleinfeld, along with board members of Arconic, reported more suspicious run-ins: Others who live near the CEO were followed to a local restaurant by strangers who then approached the couple; they claimed to be considering investing with Kleinfeld, but first had a few questions. The German-born executive declined to speak with Fortune, but five people familiar with the events confirmed this account. They all believed Elliott to be behind it: “We thought they crossed the line,” one of the people says.

The most unnerving incident was when one of Kleinfeld’s daughters, a student at Harvard Business School, was approached on campus by someone who asked to “friend” her on Facebook; the person also spoke to her friends, fishing for information about her family. While lawyers and advisers say it’s common to hire investigators to do opposition research in the context of a proxy campaign, executives’ kids—of any age—are typically considered off-limits.

Elliott does not seem to share those qualms: On at least three occasions, according to both court testimony and the accounts of seven people who spoke with Fortune,children of people facing the hedge fund’s attack have been pulled into the fray in some way, in an apparent bid to gain either information on or leverage against their parents. In an instance involving Norbert Essing, an Arconic PR consultant in Germany, neighbors of his children in London received visits from people asking about drug abuse by them or their father. This happened shortly after Elliott publicly blamed Essing for helping or encouraging Kleinfeld to write his soccer ball letter. (Essing denies the accusation.)

Elliott, which offered limited access to two of its executives for this article, declined to comment on the use of private investigators in its activist campaigns; a person close to the firm denies that information from or about anyone’s kids was part of the scope of its Arconic research effort. But in the insular world of activist hedge funds, Elliott appears to have a reputation for particularly hardball tactics, several sources say. Distaste for this no-holds-barred approach even led one prominent activist, Jeff Ubben, the CEO of hedge fund ValueAct, to stick up for Kleinfeld during a panel discussion on activism at the Milken Institute conference in May.

Still, dirt-digging and other aggressive tactics, while controversial, have the benefit of exerting power beyond what money can buy. And they shed light on just what distinguishes Elliott from its less successful peers. “To do activism really, really well, you have to be not only smart and persistent, but you have to be willing,” says David Rosewater, who advises companies as the global head of Morgan Stanley’s shareholder activism and corporate defense group, and who has previously represented Elliott as an attorney. “Not everybody is willing to be the bad guy.”

Elliott Management was founded in 1977 by Paul Elliott Singer, a lawyer by training who found he could use the court system to great gain as an investor in bankruptcy situations and arbitrage. Conservative in almost every sense of the word, the billionaire Singer, now 73, insists on hedging all his investments to reduce the risk of loss, and prizes “manual efforts”—in other words, old-fashioned elbow grease—as the defining characteristic of his investment style.

A powerful GOP donor who split with his party by funding the “Never Trump” movement—and by supporting same-sex marriage—Singer is also obsessed about his own and his employees’ physical safety, according to those who know him well. Elliott largely bans staff from social media; with few exceptions, employees cannot post pictures of themselves online—not even an official headshot—making them virtual ghosts in the digital age. The precaution is meant to protect them from anyone who might hold a grudge against the firm. “Paul has always been paranoid about security,” says one Elliott investor, who asked not to be identified for fear of offending Singer. In an extreme extension of that philosophy, Singer has even hedged his Manhattan headquarters, maintaining a backup version of the five-floor offices in New Jersey, just in case.

In the 1980s and ’90s, Elliott applied its acumen primarily to distressed debt and other more esoteric securities where relatively few Wall Street investors ventured. But the modern history of Elliott’s activism begins in 2004 with the arrival of Jesse Cohn. Now 37, Cohn is Elliott’s enfant terrible; a car fanatic and triathlete from Long Island who can talk so quickly it sometimes seems like he’s on fast-forward. A self-described computer-camp geek, Cohn spent two years as an M&A banker at Morgan Stanleybefore joining Elliott. That’s where he started writing letters to small tech companies, urging them to put themselves up for auction to garner big gains for their shareholders.

Cohn’s fanboy-meets-dealmaker affect earned him a reputation as a bit of a whippersnapper. In 2010, in a letter to the board of Novell, he boasted of earning one of the company’s IT certifications when he was 14—a charming bit of common ground that shared the pages with a hostile bid to buy the firm. The brash move worked—Novell was sold to private equity—and Cohn’s formula impressed his bosses enough that they promoted him to head all of its U.S. equity activism. Cohn’s campaigns have resulted in the takeouts or buyouts of more than a dozen companies, including BMC Software, Informatica, LifeLock and, biggest of all, EMC, which Dell acquired for $67 billion in 2015. “I don’t know if anyone has any more experience than he does prosecuting activist campaigns,” says Chris Young, head of contested situations at Credit Suisse, who has known Cohn since the latter started at Elliott.

While Singer eschews sitting on corporate boards, Cohn sits on four, and has become so integral to the firm that some of Elliott’s investors mistakenly believe Cohn is Singer’s nephew. While Singer seldom appears in public (he declined to be interviewed for this article) and rarely takes part in negotiations with companies the firm targets, Cohn is often on the front lines. “Paul is the final decision maker on lots of these issues, but Jesse is the guy, and everyone in the activist community knows who he is,” says Marc Weingarten, a partner and cochair of the shareholder activism group at law firm Schulte Roth & Zabel who has represented Elliott.

In private, people sitting across the table from Cohn have seen another side of him, that of a maestro in the art of applying strategic pressure. That aspect of him bubbled into public view with Compuware, the Detroit-based business software maker that eventually sold to private equity firm Thoma Bravo for $2.4 billion in 2014 as a result of Elliott’s campaign.

In September 2013, a delegation from the Compuware board flew to New York to meet with Elliott about its demands for the company. Cohn opened the meeting by casually flipping through a six-inch-thick manila folder of purportedly embarrassing information on his guests, which included former GM CEO Fritz Henderson. Bill Grabe, an advisory director at private equity firm General Atlantic who sat on Compuware’s board at the time, would later testify in arbitration proceedings that Cohn unabashedly brought Henderson’s daughter into the conversation. “And you know, you have a daughter that’s doing this and whatnot,” Grabe recalled Cohn saying, paraphrasing the young fund manager. “You’re dealing with somebody whose tactics it is to intimidate, to splinter, to do everything they can to be disruptive,” Grabe testified. In the same case, then–Compuware CEO Bob Paul testified that in a follow-up phone call, Cohn dropped a “veiled threat” that he knew Paul kept an Aston Martin in his garage, saying, “By the way, love that English car you’re driving.”

These encounters, first disclosed during a wrongful termination dispute with Compuware cofounder Peter Karmanos Jr., have provided ammunition for Karmanos’s current suit in Michigan state court, accusing Elliott of “blackmailing” the directors into selling the company. “Elliott is taking advantage of the situation,” Karmanos tells Fortune, “and then when they wanted to push it a little harder, they bend the rules.” Karmanos started Compuware in 1973 with a few hundred dollars in tax refund checks. He had already announced his retirement from the board when Elliott launched its campaign, but was fired as a consultant a few months later for saying publicly that he “would tell the hedge fund to go fuck themselves”—comments he says he does not regret. “It’s hard to watch it just get torn apart by those jerks in New York,” he says.

A person who was in the room when Cohn brought out the dossiers says the ploy had no influence on the board’s decisions, though it was unmistakably a threat to release damaging information. “There was no question as to what the intent was of that folder,” the person says. The directors had come to the meeting prepared, after their counterparts at rival BMC, which Elliott had come after a year earlier, warned them of similar tactics. That effort included a disturbing phone call to a BMC director’s daughter, the Compuware directors say.

Elliott declined to comment. But a person close to the firm says the shtick was designed “to be sort of funny, but sort of brutal,” a kind of shame game cataloging the board’s conflicts of interest, and conveying that the jig was up. The intel itself implicated the director, not his daughter, even if she was the source of it, the person adds: “We draw the line there. His daughter doesn’t sit on the board.”

Still, such maneuvers are concerning to investors like ValueAct’s Ubben, who worry that Elliott may undermine the ability of other activists to work with companies in good faith, whether by its indifference to the human toll of its campaigns or because of its apparent affinity for knocking companies out of existence. “Our form of activism could not be more different than Elliott,” Ubben tells Fortune. Ubben’s hedge fund’s behind-closed-doors campaign at Microsoft (MSFT, -0.35%), now going on five years, is credited with expediting the tech giant’s turnaround under CEO Satya Nadella. “Elliott is single-handedly making the public markets less attractive to companies,” Ubben says, “and we see it in the shrinking number of public companies and the growth in private ownership.”

While Cohn was in the trenches with Compuware, a sea change was taking hold inside Elliott. Elliott’s top brass saw Cohn’s strategy as an obvious extension of the firm’s bread-and-butter, labor-intensive investing, and five years ago they kicked it into high gear. Elliott had a generation of young managers eager to do what Cohn had done in their respective industries, from energy to metals and mining. Jonathan Pollock, who had practiced closed-end fund arbitrage in Europe and Asia, had returned to New York a few years earlier, and now fused the principles upon which Singer had built the firm into an equity strategy that could travel across Elliott and the globe.

The first big test was Hess. With a market cap of about $25 billion at the time, the family-run oil and gas empire was the largest company Elliott had ever gone after, and it occupied a nostalgic place in American culture thanks to the novelty toy trucks it released each year at Christmastime. Hess never saw Elliott coming. Elliott owned only 4% of Hess’s stock—not enough to necessitate an activist warning-shot 13D filing with the SEC—in January 2013 when the fund went public with a proxy campaign to replace five of the board’s directors. Elliott alleged that Hess was paying execs some of the highest compensation packages in the industry, while stock returns were near the bottom. It was “a sneak attack,” recalls Thomas Kean, the former Republican governor of New Jersey and one of the Hess directors in Elliott’s crosshairs.

Hess had an aura of impenetrability as one of America’s last dynastic corporations. But the hedge fund nominated an unimpeachable lineup of new directors (including former CEOs of BP and American Express), none of whom worked for Elliott, forcing shareholders to evaluate its arguments on merit. The Hess board “looked like the junior varsity B team when you compared them to the Elliott slate,” Cernich says. Elliott, Kean claims, told some institutional shareholders that failing to support its candidates would be tantamount to neglecting their fiduciary duty—an allegation with potential legal consequences.

On the eve of the proxy vote at the May 2013 annual meeting, representatives of Elliott and Hess holed up counting incoming votes in the Four Seasons hotel in Houston. It was only around 10 p.m., when the outcome was still too close to call, that the two sides came together, working through the night on a settlement: At 6:30 a.m., Hess announced that it would add three of Elliott’s nominees to its board. Kean, after 23 years of service, relinquished his seat. “By taking that on, they showed that they could move up the weight class to take on bigger companies, and that’s that,” Kean says. The Hess family’s defeat also reverberated beyond Elliott, says a banker who advises companies on facing activists: “Once that broke, I think everybody was like, party on.”

Inside Elliott, the mounting victories catalyzed the activist impulse. In October 2015, the hedge fund took on its first retail company with Cabela’s, which eventually sold itself to Bass Pro Shops. For Cohn, the moment of enlightenment came with American Capital. Elliott had originally invested in the obscure financial stock as part of an arbitrage trade, but when a colleague saw that the company was laying groundwork to shield itself from activist investors, he went across the hall to Cohn for the first time.

Running the company through Elliott’s activism checklist—Is the company undervalued? Can it be fixed? Can you convince other shareholders of the need for change?—Cohn brought the idea of a campaign to Pollock and Singer, who immediately signed off. In mid-November 2015, Elliott sent a public letter to American Capital while simultaneously revealing an 8.4% stake; the company caved just nine days later, announcing it was beginning a sale process. It was the quickest turnaround of any of Elliott’s public campaigns. (Ares Capital acquired the firm six months later for $3.4 billion.) “It showed that the process really works,” says Cohn. “And it’s scalable. That’s part of what I think we’ve proven—we’re not just a group of tech people doing just tech trades; we’re a team that’s able to take what we’ve built and do it over a long period of time, and roll it out to other industries and geographies, too.”

Still, Cohn wasn’t quite satisfied with the machine he’d helped build. From his earliest days at Elliott, he’d harbored a dream that he’d frequently express over dinners with colleagues and advisers. For as many times as he’d pushed companies onto the block, as many sales as he’d secured, there was something missing: Jesse Cohn wanted to buy companies himself.

To hear Cohn tell it, he’d fallen in love. The time and effort Elliott put in to researching companies before launching campaigns often imbued the activists with an intimate knowledge of, and deep appreciation for, their targets. With EMC, for example, Elliott had spent months getting to know the data storage company, interviewing some 700 of its customers before launching a campaign urging it to pursue M&A opportunities. But when computing giant Dell, with financing from its private equity owner Silver Lake, bought EMC, Elliott was shut out of the deal. One day, Cohn hoped, Elliott would be big enough to afford whales of its own.

Cohn’s dream finally came true this fall, when Elliott acquired cybersecurity firm Gigamon for $1.6 billion, less than six months after unveiling a position in the stock. It was the first time Elliott had taken an entire public company private by itself, a major milestone for its relatively new Silicon Valley–based private equity arm, Evergreen Coast Capital.

But in a bit of high-finance irony, Elliott’s reputation for sharp elbows, Cohn realized, could be a liability in achieving these new goals. Cohn is now often sourcing leads for deals from the very bankers and lawyers who sat across from him during tough negotiations in the past. And with that adjustment, people who’ve worked with him say, has come a newfound sensitivity to how both he and Elliott are perceived.

At Athenahealth, for example, which Elliott targeted this spring, Cohn has been polite and even complimentary in his interactions with management, despite being a “regular drumbeat” of a presence, according to people close to the health IT company. On occasion, Cohn has been known to let a tinge of guilt creep in when he reflects on his more swashbuckling days. “Our tactics probably evolved over time,” says Pollock, who is Cohn’s boss. “We’re looking more toward this constructive engagement approach.”

“Our tactics probably evolved over time. We’re looking more toward this constructive engagement approach.”

- Jonathan Pollock, co-CEO, Elliott Management

That’s why Elliott’s attack on Arconic this year ruffled feathers inside and outside the firm. Led by 38-year-old portfolio manager Dave Miller, the campaign rhetoric packed more vitriol than any of Elliott’s campaigns in recent memory. Elliott’s 336-slide deck, distributed to Arconic shareholders and released publicly, depicted Kleinfeld as the Monopoly man, running away with money bags. It also alluded to Kleinfeld having personality abnormalities (a claim Arconic dismissed as an “unsubstantiated” ad hominem attack), prompting some to observe that Elliott could have a split personality of its own. “The problem is, I don’t know whether I’m going to get the mensch or the schmuck,” Joele Frank, of the eponymous public relations firm that has helped companies fight Elliott and other activists, commented at a panel at a Tulane law school event in March. (Miller, for his part, was promoted to head of U.S. restructuring at Elliott this spring.)

The Arconic campaign also illustrated Elliott’s power to deploy a seemingly bottomless amount of resources. In May, nearly a month after Kleinfeld resigned, Elliott did something no one has done before or since. Along with paper proxy-vote cards, the hedge fund mailed rechargeable video players, slightly smaller than an iPad, loaded with a four-minute attack ad—alleging Kleinfeld “has the worst track record of any CEO in the S&P 500 over his tenure”—that played automatically when investors opened the package. Sent to tens of thousands of large retail shareholders, the gimmick alone cost Elliott as much as $3 million, proxy contest advisers estimate. While Arconic disclosed it spent $58 million defending itself, it’s likely the hedge fund spent nearly as much if not more in the attack, according to people who worked on the campaign. After two failed rounds of settlement talks in which Singer made a rare personal appearance, Arconic ultimately agreed to add three of Elliott’s four picks to its board. “When Elliott shows up, it’s a completely different ball game,” says Weingarten, the Schulte lawyer. “They are relentless. They have the money, and they will spare no expense to ensure that they win.”

2015年,Elliott管理公司联席首席执行官乔纳森·波拉克站在纽约办公室里。波拉克是年青一代里践行Elliott原则的代表,他深信积极投资行动可以奏效。| Joshua Bright—The New York Times/Redux

从Elliott角度来看,采取什么方法都无可厚非,具体看对手反抗的情况。波拉克指出Arconic跟赫斯公司和三星类似,都是动过真刀真枪的。“我认为四个人进去三个算不得成功,”他表示。(一位接近Arconic的人士表示,“我们没打算对付他们,只是表示不同意。”)

银行家表示,Arconic的案例在其他公司董事会上会引起反响,也让人开始重视Elliott下个目标,对于拒绝Elliott初步意向的公司来说也是个警告。不管符不符合公司理念,Elliott无情的传统依旧贯穿在每次行动中。跟比尔·阿克曼或丹·勒布成立的积极投资公司不一样,保罗·辛格成立的基金已经培养出一大批积极投资专业人士,可以扰动世界各地的企业王国。“有一种公司能从创始人手中活下来,也比较有道理,”治理顾问赛尔尼奇表示,“就是能够将能力和效率成倍拓展扩张的公司。”

波拉克立下承诺,“我们会一直暗中观察。”各家公司董事会,小心了。(财富中文网)

本文另一版本将发表于2017年12月15日出版的《财富》杂志,标题为《为了胜利不惜一切代价》。

译者:Charlie

审校:夏林

From Elliott’s perspective, the approach was warranted, given the resistance they’d encountered. Pollock notes that Arconic was one of just a handful of its campaigns, along with Hess and Samsung, where a true battle ensued. “I don’t count the three or four as a success, necessarily,” he says. (Adds someone close to Arconic, “We didn’t decide to take them on, we just said we disagree.”)

Bankers say the Arconic presentation has made the rounds in other companies’ board rooms, and looms large over Elliott’s subsequent campaigns, a warning of what can happen to those who resist its overtures. Whether it fits the firm’s ideals or not, Elliott’s ruthless legacy continues to color its endeavors. Unlike the activist firms run by Bill Ackman or Dan Loeb, the fund Paul Singer founded has raised an army of activists who can influence corporate fiefdoms everywhere. “There’s some sense that there’s an institution that survives the founder,” says Cernich, the governance adviser, “and that it expands and multiplies the power and effectiveness of the organization.”

Promises Pollock, “We’ll be around for a while.” Boards, beware.

A version of this article appears in the Dec. 15, 2017 issue of Fortune with the headline “Whatever It Takes to Win.”

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