Strategic Resistance in Private Equity Takeovers: Janus Henderson's Corporate Governance Approach

In the evolving landscape of corporate governance, asset managers are increasingly leveraging strategic resistance to private equity takeovers, challenging traditional power dynamics between institutional shareholders and acquirers. Janus Henderson Group Inc. has emerged as a prominent example, employing a dual strategy of active shareholder engagement and targeted acquisitions to shape outcomes in private equity deals. This approach not only reflects the firm's broader business strategy but also underscores a nuanced understanding of market trends and investor sentiment.

Shareholder Resistance: A Case Study in U-blox

Janus Henderson's opposition to Advent International's $1.3 billion bid for U-blox Holding AG in 2025 exemplifies its assertive stance in corporate governance. As a top-10 shareholder in the Swiss chipmaker, Janus Henderson declined to tender its shares, arguing that the offer price significantly undervalued the company. According to a Bloomberg Law report, the firm estimated U-blox's fair value to be approximately double the bid price, citing its strong growth potential in the semiconductor sector (a Bloomberg Law report). This decision highlights a growing trend among institutional investors to resist private equity bids when perceived misalignments between offer valuations and long-term company prospects arise.

Such resistance is not merely defensive but strategic. By withholding support, Janus Henderson signals to other shareholders the importance of evaluating bids through a long-term lens rather than short-term liquidity. This tactic aligns with the firm's broader emphasis on active ownership, where shareholder engagement is used to advocate for value creation rather than immediate divestiture.

Expanding Private Credit Capabilities: A Strategic Counterbalance

While resisting takeovers, Janus Henderson has simultaneously strengthened its position in private credit-a sector often at odds with private equity's liquidity constraints. In 2024, the firm acquired a 55% stake in Victory Park Capital Advisors, a global private credit manager specializing in asset-backed lending and structured financing, as announced in a Victory Park Capital release (Victory Park Capital release). This acquisition not only diversifies Janus Henderson's alternative investment offerings but also equips it with tools to compete directly with private equity firms for high-quality assets.

The rationale is clear: private credit provides institutional investors with access to illiquid, high-yield opportunities that rival the returns of private equity while offering greater control over capital deployment. By expanding its private credit footprint, Janus Henderson reduces its reliance on public markets and positions itself as a counterweight to private equity's dominance in capital allocation. This strategy is further reinforced by the firm's 2025 business plan, which prioritizes growth in active ETFs and emerging market infrastructure investments.

Addressing the "Stay-Private" Trend: Nuanced Perspectives

The rise of private equity has coincided with a broader trend of companies remaining private longer, a shift that critics argue limits access to public market capital for small-cap investors. Janus Henderson, however, challenges this narrative. In a 2025 Janus Henderson analysis, the firm acknowledged the trend but emphasized that the small-cap market remains fundamentally healthy (a Janus Henderson analysis). It also highlighted the role of private equity in fostering innovation and operational efficiency, suggesting that the decline of public small-cap listings is not inherently detrimental.

To bridge the gap between private and public markets, Janus Henderson advocates for strategies like cornerstone IPO positioning and private-to-public crossover investments. These approaches allow institutional investors to secure favorable entry points into private companies while supporting their transition to public markets-a model that aligns with the firm's long-term value creation philosophy.

Implications for Corporate Governance

Janus Henderson's strategies reveal a broader shift in corporate governance dynamics. By resisting undervalued takeovers, expanding private credit capabilities, and promoting alternative pathways to public listings, the firm is redefining the role of institutional investors in shaping capital allocation. This approach not only protects shareholder value but also challenges private equity's traditional dominance in the capital structure.

Conclusion

As private equity continues to reshape global capital markets, asset managers like Janus Henderson are demonstrating that resistance can be both principled and profitable. By combining shareholder activism with strategic acquisitions, they are not only defending against takeovers but also building ecosystems that compete with private equity's influence. For investors, this signals a new era of governance where institutional voices play a pivotal role in determining the future of corporate ownership.