The leadership change at ATG, which owns 10 online auction marketplaces connecting auction houses with bidders globally, is far from routine. It arrives against the backdrop of a protracted battle with activist investor FitzWalter Capital, which has made 12 takeover approaches, all rejected by the board. The most recent bid valued ATG at £491 million, as first reported by BusinessCloud.
For operators and directors of listed SMEs and scale-ups, the case offers a sharp illustration of how board-activist dynamics can shape leadership succession, strategic direction and corporate governance.
Who is Duncan Painter?
Painter's career spans two decades of building and scaling marketplace and data businesses. He founded data firm Clarity Blue in 2000 and sold it to Experian five years later for £85 million, according to the company's announcement. After the sale, he served as global product leader at Experian before moving to BSkyB, where he ran the customer intelligence unit Sky IQ for two and a half years.
In 2011, Painter joined Ascential plc as chief executive. He held that role until the sale of Ascential's digital commerce division to Omnicom Group Inc. in January 2024. He subsequently led Omnicom's global ecommerce services division, Flywheel Digital, before being named chief executive of its commerce arm, Omni.
The through-line is clear: Painter has repeatedly built, scaled and exited marketplace and data-driven businesses. That profile maps closely onto ATG's own model as an operator of online auction platforms.
Scott Forbes, ATG's chair, said Painter "has a strong track record of delivering shareholder value through disciplined commercial execution and operational focus, alongside deep experience in marketplaces and eCommerce," according to the company's statement. Forbes added that the board was "confident that under Duncan's leadership we will accelerate its execution."
Painter himself struck a forward-looking tone. "I have long admired ATG and the strength of its marketplace platforms," he said, according to the same statement. "The strategy is clear, and I see significant opportunity to accelerate its execution to drive sustainable growth and increasing shareholder value."
The FitzWalter standoff: 12 bids and counting
FitzWalter Capital, ATG's largest shareholder, has been locked in a public dispute with the board for months. The fund has submitted 12 separate takeover approaches, none of which the board has accepted. In January 2026, FitzWalter accused the ATG board of "extreme value destruction," as reported by BusinessCloud, and criticised the company for refusing to grant it access to conduct due diligence.
FitzWalter's critique has centred on two specific strategic decisions.
First, ATG's $100 million acquisition of US marketplace Chairish, which FitzWalter has said incurred $15 million in transaction and integration costs. The activist has argued the deal damaged shareholder value, according to its public statements.
Second, the handling of ATG's industrial and commercial (I&C) division, which enables the sale of machinery such as tractors. The I&C unit accounted for roughly 45% of ATG's FY25 profits, according to the company's disclosures. ATG had explored a disposal of the division, but confirmed that preliminary expressions of interest did not progress beyond initial discussions. FitzWalter criticised the board's decision not to run a formal sales process around the disposal.
The cumulative effect of these disputes has been a sustained pressure campaign that has publicly questioned the board's stewardship. The £491 million headline figure attached to FitzWalter's latest approach has set an implicit valuation benchmark, one the board evidently believes understates the company's worth.
ATG's strategic crossroads: Chairish, the I&C division and growth
Painter inherits a business at a genuine inflection point. ATG operates across arts, antiques, industrial equipment and consumer goods auctions. Its marketplace model generates revenue by connecting sellers with a global pool of online bidders. The strategic question is whether the company's value is best unlocked as a unified group or through a more focused portfolio.
The Chairish acquisition was intended to strengthen ATG's position in the US art and design market. At $100 million, plus $15 million in associated costs, it was a material bet. FitzWalter's view, stated publicly, is that the deal destroyed value. The board's position, implicit in its rejection of all 12 approaches, is that ATG's long-term trajectory justifies the investment.
The stalled I&C disposal adds a further layer of complexity. A division generating nearly half of annual profits is not easily separated without affecting the group's earnings profile. That preliminary interest failed to advance suggests either that buyers' valuations fell short of the board's expectations, or that structural complications made a clean separation difficult.
Painter's mandate, read through the lens of the board's public statements, appears to be operational acceleration: grow revenue, improve margins and demonstrate to the market that ATG's standalone strategy can deliver returns that exceed what FitzWalter's bid implies.
What the appointment signals for contested boards
The timing and profile of Painter's appointment carry a clear message. Boards facing sustained activist pressure have a limited set of responses: engage, capitulate or demonstrate that management can deliver superior outcomes. ATG's board has chosen the third path.
By appointing a CEO with a verifiable track record of building and exiting marketplace businesses, including the £85 million Clarity Blue sale and the Ascential digital commerce exit to Omnicom, the board is constructing a counter-narrative. The implicit argument is that ATG does not need to be sold to FitzWalter at £491 million because a proven operator can extract greater value over time.
This is a pattern familiar to governance specialists. When an activist's central claim is mismanagement, the most effective board response is often a leadership change that neutralises the critique. Painter's appointment does not resolve the underlying strategic questions about Chairish or the I&C division, but it shifts the conversation from past decisions to future execution.
For directors of other listed companies facing similar dynamics, the ATG case underscores a practical point: activist campaigns are not won or lost solely on valuation arithmetic. They are often decided by whether the board can present a credible leadership team and a strategy that the broader shareholder base is willing to back.
Whether Painter can deliver on that promise remains to be seen. FitzWalter, still ATG's largest shareholder, is unlikely to withdraw quietly. The next chapter in this contest will be written in ATG's financial results, not in boardroom communiqués.
