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Fir Tree Partners Oppose SandRidge's $746 Million Bid for Bonanza
" Reuters (11/20/17) Benny, John"

On Nov. 20, Fir Tree Partners opposed the $746 million acquisition of Bonanza Creek Energy (BCEI) by SandRidge Energy (SD). Fir Tree, which is SandRidge's second-biggest investor with an 8.3% stake, believes the proposed deal would "drain SandRidge of its entire cash balance."

Johnston Shareholder Says Salmond RT Role 'Totally Good'
" Times (UK) (11/19/17) Glackin, Michael; Boothman, John"

Johnston Press shareholders are questioning the credibility of investor Christen Ager-Hanssen for supporting Alex Salmond's decision to work for controversial Russian state-owned broadcaster RT. Ager-Hanssen hopes to install the former first minister as chairman of the publisher. His plan also involves ousting Chairman Camilla Rhodes and other directors and bringing in newspaper veteran Steve Auckland to revitalize the company. However, investors controlling 20% of Johnston's shares are concerned about Salmond's job at RT and the absence of detailed proposals from Ager-Hanssen, whose investment vehicle Custos is the company's biggest shareholder with 20% of stock. Ager-Hanssen has said Salmond's appointment as a talk show host on the Kremlin-funded channel was "totally good" for the publisher. He added, "People should remember we will install a strong and experienced chief executive in Steve Auckland so the editorial independence of the newspapers will be very well protected. Shareholders will get the chance to hear my plans and decide the future of this company. I want to install a team that will deliver quality journalism and monetize this operation. In the right hands this business can deliver shareholder value. It's not in the right hands at the moment and that is what's important."

Nelson Peltz Will Bring 'Fresh Perspective' to P&G: CalSTRS
" CNBC (11/17/17) Fox, Michelle"

CalSTRS, the California State Teachers' Retirement System, believes that adding Nelson Peltz to the board of Procter & Gamble (PG) will be positive for shareholders.  "Someone like Nelson would bring a fresh perspective to the boardroom at P&G.  They really have had a lot of insiders there.  They've done well over the years, but I think bringing a fresh set of eyes and a new start there would be beneficial to shareholders," Anne Sheehan, director of corporate governance at CalSTRS, told CNBC on Friday.  Peltz, the manager of $12.5 billion Trian Partners, won a proxy-vote recount for a board seat in a surprising turn earlier this week, although P&G can still challenge the result.  Sheehan said that after the vote is certified, P&G should award board representation to Peltz, who began agitating P&G this summer after the company rebuffed his request for a board seat.  CalSTRS, which owns nearly 5.6 million shares of P&G stock, announced its support of Peltz last month.  The pension fund has been an investor with Trian since 2011.  According to Sheehan, CalSTRS supports numerous activists.  "They play a positive role in the capital markets.  They help generate enhanced shareholder return for us," she explained.  P&G on Wednesday said the vote results are preliminary and subject to a review and challenge period.

Marvell Technology Clinches Roughly $6 Billion Deal to Buy Cavium: Sources
" Reuters (11/19/17) Baker, Liana B."

Sources confirm that chipmaker Marvell Technology Group Ltd. (MRVL) has agreed to buy smaller rival Cavium Inc. (CAVM) for approximately $6 billion, as it aims to expand further in the networking equipment sector. The transaction will permit Marvell to diversify away from its traditional storage devices business following an agreement with Starboard Value LP last year to accept three new directors nominated by the hedge fund to its board. Marvell CEO Matt Murphy, who took the helm in 2016, has embarked on a restructuring of the company, trimming payroll and seeking to add offerings in such areas as data centers and wireless communications.

LSE Directors Weigh Publishing Dossier on Rolet
" Financial Times (11/17/17) Gapper, John; Stafford, Philip"

A board committee at the London Stock Exchange Group (LSE) is considering how detailed to get in a dossier about the behavior of CEO Xavier Rolet, following accusations by The Children's Investment Fund (TCI) that the board unjustly ousted him.  The panel is working on a "shareholder circular" regarding its concerns regarding the aggressive management style favored by Rolet, who announced last month that he would depart amicably by the end of 2018.  He is credited with transforming the LSE and bringing about a number of deals that boosted its value from £800 million to £13.4 billion during his eight-year tenure.  However, he is also perceived as controlling, abrasive, and dismissive of other' views, as documented in what one source called "an accumulation" of incidents over the past two years.  The board committee is debating whether to publish details of emails sent by Rolet during that time.  This month, TCI challenged Rolet's exit and called for Chairman Donald Brydon's resignation, saying Rolet had been dismissed unfairly and should be reinstated until at least 2021.  The company has called an emergency general meeting and will publish the circular to investors in order to provide more information about Rolet's departure, but it is still contemplating the level of detail to include.  TCI last week requested to know "the specific reasons that the board dismissed Xavier Rolet" and whether he was considered "fit and proper" by the LSE's regulators.

Toshiba Gains Breathing Room With $5.4 Billion Share Issue to Overseas Investors
" Reuters (11/19/17) Yamazaki, Makiko; Hughes, Jennifer"

In a bid to avoid a delisting, Toshiba Corp. has announced plans for a $5.4 billion new share issue to more than 30 overseas investors—including Third Point LLC, Oasis Management Company, and Cerberus Capital Management.  As Toshiba faces billions of dollars in liabilities at Westinghouse—its bankrupt U.S. manufacturer of nuclear reactors—the company has been working to make up the difference by the end of the financial year in March or be delisted.  An extended auction for its lucrative chip unit has meant it cannot depend on realizing those funds on time.  The share issue, decided at a board meeting Sunday, is equivalent to a 35% stake in the struggling Japanese conglomerate.  The deal was designed for overseas investors as Toshiba has only recently come off a Tokyo Stock Exchange watchlist it had occupied after a 2015 accounting scandal, making it tough for domestic firms to invest.  For some foreign investors, it is an investment that will succeed even if the agreed sale of Toshiba Memory—the second-biggest producer of NAND chips—to a consortium led by Bain Capital fails.  If the sale does in fact survive legal challenges and goes through, Toshiba will still own 40% in the semiconductor unit as it plans to reinvest.  Singapore-based fund Effissimo Capital Management will become the biggest shareholder in Toshiba, with an 11.34% stake.

GE Housecleaning Will Alter Board's Makeup
" Wall Street Journal (11/19/17) Lublin, Joann S.; Gryta, Thomas"

A General Electric Co. (GE) board "housecleaning" will remove many long-term associates of former CEO Jeff Immelt.  The shakeout will claim nine of the company's 18 directors and add three new ones to comprise a board of 12. According to a 2017 survey by the National Association of Corporate Directors, U.S. companies with market capitalizations of at least $10 billion have an average of 10.9 board members. The goal in GE's case is to create a board that is more closely aligned with CEO John Flannery's strategy to streamline the industrial giant. Last week, Flannery said he wanted a smaller board "with some new members with key skills relative to where the company is going." The board has yet to decide which incumbents will lose their seats. Since 1977, GE has had a median of 16 directors.

Hudson's Bay Agrees to Delay Deal That Would See Rhone Capital Buy Stake in Retailer
" Canadian Press (11/17/17)"

Hudson's Bay Co. (HBC) has agreed to suspend a deal for private equity firm Rhone Capital to purchase a stake in the retailer.  U.S. investor Land & Buildings Investment Management LLC applied last week for the Ontario Securities Commission (OSC) to review the Toronto Stock Exchange's Nov. 7 decision to provide conditional support to Rhone's $632 million equity investment in the form of eight-year mandatory convertible preferred shares.  The funding was part of a deal that included the sale of HBC's Lord & Taylor Fifth Avenue building to WeWork Property Advisors for almost $1.1 billion and to enter a partnership with WeWork to pursue future real estate transactions.  Per its Nov. 17 order, the OSC says HBC and Rhone will not close the transaction before Dec. 4 or the end of the hearing and review of the TSX decision, whichever comes first.  HBC expects that Rhone will initially own a 21.8% voting and equity interest in the company on a partially diluted basis and that could increase to 30% if the preferred shares are held to their eight-year maturity.  Land & Buildings has pressured the retailer to weigh an offer for its German operations by Signa Holding and blasted HBC for selling a controlling stake without the approval of minority shareholders.

ValueAct Founder Ubben Steps Down From Willis Board
" Insurance Insider (11/17/17) Board, Laura"

Jeffrey Ubben, chief of ValueAct Capital, has stepped down from the board of Willis Towers Watson (WLTW). Ubben acquired a board seat at Willis in July 2013 and joined the board of Willis Towers Watson when the group was formed in January 2016. In a letter to Chairman James McCann, Ubben said he was resigning "for personal reasons and not due to any disagreement with the company."

Billionaire Hedge Fund Manager David Einhorn Overwhelmingly Loses GM Shareholder Vote
" Forbes (06/06/17) Vardi, Nathan"

On June 6, shareholders of General Motors (GM) voted overwhelmingly against hedge fund billionaire David Einhorn's push for a dual-class common stock structure, with 91% of the votes cast against the proposal. The shares cast by Einhorn's Greenlight Capital were just about the only votes in favor of the proposal, as 96% of non-Greenlight votes cast rejected it. Einhorn's efforts to get three directors on GM's board also were unsuccessful, with shareholders electing all 11 of GM's board nominees, who received between 84% and 99% of the votes cast. "We are disappointed that shareholders have elected to maintain the status quo," Einhorn said in a statement. "We congratulate GM's management on their win today."

Billionaire Hedge Fund Manager David Einhorn Overwhelmingly Loses GM Shareholder Vote
"Associated Press (06/06/17) Gordon, Marcy"

On June 6, shareholders of General Motors (GM) voted overwhelmingly against hedge fund billionaire David Einhorn's push for a dual-class common stock structure, with 91% of the votes cast against the proposal. The shares cast by Einhorn's Greenlight Capital were just about the only votes in favor of the proposal, as 96% of non-Greenlight votes cast rejected it. Einhorn's efforts to get three directors on GM's board also were unsuccessful, with shareholders electing all 11 of GM's board nominees, who received between 84% and 99% of the votes cast. "We are disappointed that shareholders have elected to maintain the status quo," Einhorn said in a statement. "We congratulate GM's management on their win today."

RELEVANT ARTICLES

Why Is This Man Eyeing Taubman Centers?
" Crain's Detroit Business (11/19/17) Pinho, Kirk"

Paul Singer's Elliott Management Corp. has acquired a 3.8% stake in Taubman Centers Inc. (TCO). The luxury mall giant will battle the New York hedge fund at the same time it faces pressure from Connecticut-based investor Jonathan Litt. Observers believe Elliott will seek changes that could include taking Taubman private or a sale. Some believe the hedge fund could even push out the company's founding family. "Singer doesn't care if you hate him," says professor Erik Gordon of the University of Michigan's Stephen M. Ross School of Business. "His goal is to push companies, and even countries, into making changes that create wealth. That's it." Oakland University School of Business Administration dean Michael Mazzeo says it is telling that Elliott disclosed its stake when it was not legally obligated to, as it falls below the 5% threshold. "They are signaling that they are in play," he says. "While it's not really clear what they are seeking at Taubman, since there are two competing aggressors in this case, that would suggest that this company is undervalued. They may be taken over and then split apart, or they may keep what's good and sell what's bad." Sudip Datta of Wayne State University's Mike Ilitch School of Business, adds, "When a company comes in the crosshairs of Elliott and Paul Singer, that company most likely will succumb to Elliott." Meanwhile, Gordon believe's Taubman's inability to shake Litt has made the ground fertile for Elliott, and he speculates that Elliott, within a year or two, will have radically altered Taubman's board and forced the family to sell off a substantial portion of its ownership stake.

New Canadian Alliance Created to Achieve Gender Parity on Boards
" Women's Post (11/18/17)"

A new alliance has been formed to help foster gender parity on Canadian corporate boards. The Canadian Gender and Good Governance Alliance (CGGGA) comprises seven Canadian organizations dedicated to pushing forward gender equality in the workplace, especially in boardrooms. Despite decades of advocacy, females are still outnumbered in senior executive roles, especially within financial services. Women hold approximately 14% of all board seats, and only 26% of open board positions are filled by women applicants. A McKinsey & Co. study last year showed that just 6% of Canadian CEOs are women. The CGGGA comprises Women in Capital Markets, the 30% Club Canada, Catalyst Canada, the Business Council of Canada, the Institute of Corporate Directors, the Canadian Coalition for Good Governance, and the Clarkson Centre. This is the first such coalition in North America.

GAMCO Trying to Get on Scripps Board
" Cincinnati Business Courier (11/16/17) Watkins, Steve"

Mario Gabelli has upped his stake in E.W. Scripps Co. (SSP) and intends to pursue board representation, he revealed in a Securities and Exchange Commission (SEC) filing last month.  Gabelli's GAMCO Investors Inc. (GBL) owns 11.3 million, or 16.1%, of Class A shares of Scripps, according to regulatory filings.  Scripps also has a voting class of shares that is 93% controlled by members of the Scripps family.  GAMCO—which manages $43 billion in assets—said in the SEC filing that it "intends on moving forward with the submission of nominations of up to three individuals for election" to Scripps' board.  It said it will nominate directors at a future point in time.  Of Scripps' 11 directors, eight are elected by the holders of voting shares—meaning the Scripps family essentially determines those board members.  The other three are elected by the Class A shareholders, and those are the seats Gabelli is seeking at the annual shareholders meeting next spring.  Scripps spokeswoman Carolyn Micheli said company officials have met with Gabelli but there has not been any effort to adjust strategies.  "We have had a lot of conversations with him," she said.  "We talk to Mr. Gabelli and many of our shareholders on a regular basis."  Some of those conversations have revolved around Scripps' Oct. 2 acquisition of Katz Networks, she said.  That involved four national networks—Bounce, Escape, Grit, and Laff—that reach about 90% of U.S. households.  Scripps, whose stock is down 25% this year, is one of the biggest independent TV station owners in the country.

Korn Ferry Study Finds Hispanic Representation on Large Corporate Boards Remains Extremely Low, but There Are Signs of Improvement
" Korn Ferry News Release (11/16/17)"

A new analysis by Korn Ferry (KFY) shows that while there are still very few Hispanics on large corporate boards, there are signs of improvement. The study finds that the percentage of Hispanics on Fortune 500 Boards has remained stagnant since 2015, with 2.6% of board members being Hispanic as of summer 2017, and 2.5% at the end of 2015. Three-quarters of Fortune 500 companies have no Hispanic board members. The numbers are even lower when analyzing the Fortune 1000, with the number of Hispanic board members remaining at 2.1% since 2015. More than 82% of Fortune 1000 companies still have no Hispanic board members. Despite the lack of overall growth of Hispanic representation, the study did find some bright spots. The percentage of Hispanic women board members at Fortune 500 companies has increased 19% since 2015, from 29 to 35 women. The Fortune 1000 has seen a 15% increase, from 52 Hispanic women board members to 60. The study uncovered strong trends toward increasing the percentage of Hispanic board representation in the future. In 2016 and the first half of 2017, there were 27 Latinos elected to new seats—67% of whom were first-time directors. Similarly, in the Fortune 1000, there were 39 Hispanics elected to new seats, with 62% being first-time directors.

How Not to Handle Investors: A Lesson From London
" Wall Street Journal (11/15/17) Davies, Paul J."

In the two weeks since a shareholder first agitated the London Stock Exchange Group (LSE) over its reasons for removing CEO Xavier Rolet, the company has only further dug itself into a hole. Chris Hohn's the Children's Investment Fund (TCI) has been asking the exchange to reveal the reasons behind Rolet's planned exit. However, LSE Group has only issued brief statements on process and has evaded the core question. Now, LSE Chairman Donald Brydon faces a vote to oust him instead of Rolet at a shareholder meeting requisitioned by TCI, which owns a 5% stake. On Wednesday, TCI sent a third letter to Brydon demanding he answer questions ahead of the meeting, including why Rolet was "dismissed" and whether he is getting conditional severance payments. The LSE refuses to confirm or deny any of this, which is unusual because a simple statement from Rolet that he wants to retire would settle the matter. Rolet did this once before: when the LSE was trying to merge earlier this year with Deutsche Börse, the rival German stock exchange, Rolet said he would happily retire to his winemaking hobbies once the deal was finalized. The merger fell apart in March and Rolet postponed retirement. That decision could still fit with the LSE's announcement that it was searching for a new CEO, but the situation has grown suspicious due to the LSE's refusal to engage TCI's questions. If there has been an internal fight over strategy, or Rolet is being blamed for the merger's failure, this will ultimately come to light. Brydon's decision to face a vote of no confidence without any explanation is risky and creates further instability for investors ahead of the shareholder meeting.

Roark Acquisition Could Be Win-Win for Buffalo Wild Wings and Marcato
" CNBC (11/14/17) Whitten, Sarah"

Marcato Capital could push for a higher bid for Buffalo Wild Wings (BWLD), according to analysts.  Roark Capital reportedly has made an offer of more than $150 per share for the company, or more than $2.3 billion, catapulting the stock as much as 27% Tuesday.  The proposed deal is roughly a multiple of 10 times the company's EBITDA—just below the average multiple for U.S. restaurant deals over $10 million, which is 11 times EBITDA, according to Dealogic.  "We believe the greatest hurdle could be Marcato and its board seats; the majority of its stake was acquired in 2Q16 at $140-$150 with the thesis that shares could be worth $400," BTIG analyst Peter Saleh wrote in a research note Tuesday.  Marcato, which began acquiring a stake in Buffalo Wild Wings last year, secured three of the four board seats it was seeking after a proxy fight.  However, the hedge fund is unlikely to gain much from a deal with Roark at its current price.  It first started purchasing Buffalo Wild Wings shares in July 2016, when the stock was about $143 a share.  Ahead of the proxy battle, Marcato owned 9.9% of Buffalo Wild Wings' outstanding shares; as of Aug. 1, the investor lowered its stake to about 6.4%, according to FactSet.  Jim Badum, executive vice president of client partnerships at Ansira, suggested other firms could begin offering rival bids for the company.  He also anticipates that Marcato will seek to get a higher premium for the shares.  "The acquisition could ... provide an attractive exit for Marcato Capital," said Stifel analyst Chris O'Cull.


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