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1/27/2026

Elliott Repeats Call to Resist Toyota Bid to Buy Out Key Unit, Touts Standalone Plan

Bloomberg (01/27/26) Takahashi, Nicholas

Elliott Investment Management repeated its call for investors to reject the Toyota group’s bid to buy out a key unit, arguing this month’s sweetened offer still “substantially undervalues” the company and that it can achieve greater value on its own. The privatization of Toyota Industries Corp. (TYO: 6201) would be a setback for corporate governance and minority shareholder rights in Japan, the U.S. fund said Tuesday in a 52-page presentation that outlines its opposition. Elliott is stepping up its opposition to the deal as the monthlong tender period for investors to accept the offer nears its half-way point. The fund reiterated it won’t tender its shares into the offer and “strongly encouraged” other investors to also reject the offer. The Toyota group earlier this month increased its bid by 15% to ¥18,800 for each share of Toyota Industries it doesn’t own. However, Elliott says the company is worth at least ¥26,000 a share, but could be closer to ¥40,000 by 2028 if it focused on unwinding cross-shareholdings, consolidating, improving capital allocation and implementing governance reforms. Earlier this month, Elliott raised its stake in Toyota Industries to 6.7% from its previous position of 5%, making it the company’s second-biggest shareholder. The tender period began Jan. 15 and runs through Feb. 12. If successful, the company will fall under the control of an unlisted real estate company called Toyota Fudosan Co., which is chaired by Akio Toyoda, who also leads the board of Toyota Motor Corp. (NYSE: TM) and is the grandson of the carmaker’s founder. When the Toyota group announced its take-private bid in June, its offer translated into a transaction valued at around ¥4.7 trillion ($30.4 billion), an 11% discount to the target’s market capitalization. Some investors called for more transparency in a deal that would strengthen the founding family’s influence over Japan’s largest business group, and rank among the largest acquisitions on record anywhere.

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1/27/2026

Loeb's Third Point Plans to Engage CoStar, Sources Say

Reuters (01/27/26) Herbst-Bayliss, Svea

With its first activist campaign in three years, hedge fund Third Point will try to force CoStar Group (CSGP.O), the owner of Apartments.com and Homes.com, to change board directors and restructure operations, according to a document and two people familiar with the matter. Founded by Daniel Loeb, Third Point is preparing to nominate several directors to CoStar's eight-person board, said the sources, who are not permitted to discuss the plans publicly. Loeb has said privately that the majority of CoStar's directors need to be replaced to help cut costs - including the CEO's compensation - and focus on boosting the share price, the sources said. Third Point wants the real estate data company to focus on its core commercial business and shut down or sell its residential operation, the people added. CoStar, which has a market capitalization of $28 billion, offers proprietary information and analytics to real estate developers and tenants. Several years ago, it expanded into residential real estate to compete with market leader Zillow Group. Loeb's plans for a board fight are emerging just hours after a standstill agreement - signed last year and designed to keep the hedge fund from airing its complaints publicly - expired at midnight. For years, Loeb shocked and delighted Wall Street with harsh assessments of corporate America while pushing companies including Walt Disney (DIS.N), Intel (INTC.O), and Campbell's (CPB.O) to perform better. Now he is taking aim at CoStar CEO Andy Florance and his decision to spend billions of dollars to expand into online classifieds in the residential real estate industry. Earlier this month, CoStar said it expected to reduce its net investment in Homes.com by about $100 million a year until 2030. The company also unveiled a new $1.5 billion share repurchase plan, but did not provide additional details like when it will occur. A representative for CoStar was not immediately available for comment. Loeb has privately compared Florance to a young child who wins a prize for finishing last, calling the CEO's bonuses the "costliest participation award" he has ever seen, the sources said. By trying to make Homes.com compete with Zillow without offering a significantly different product, Florance and the board are responsible for a 27% drop in the stock price over the course of five years while the broader S&P 500 stock index surged 94%, Loeb has said privately, according to the sources. Now, Loeb wants new CoStar directors who can impose some discipline on the CEO, reverse years of heavy spending and restore investor trust, the sources said. Third Point is sure that CoStar's core business, CoStar Suite, has room to improve its revenue if it raised prices and targeted investors and international customers, the sources said. Third Point ranks among CoStar's 15 largest investors and has been engaging with the company for some time. Last year it reached a settlement with CoStar, paving the way for John Berisford, a former president of S&P Global Ratings, to join the board. At the same time, hedge fund DE Shaw also reached a settlement which allowed former Disney Chief Financial Officer Christine McCarthy to become a director. Etsy's ex-finance chief Rachel Glaser also joined the board. The Third Point and DE Shaw directors joined a newly created four-person capital allocation committee, raising hopes among shareholders that the board and management might consider alternatives for the residential real estate business. But Loeb has been frustrated by a lack of progress and a slide in CoStar's share price, which fell 14% over the past year to close at $65.81 on Monday. For Third Point, which oversees $24 billion in assets, the planned CoStar campaign marks a return to activism as more investors employ aggressive tactics and urge companies to sell all or parts of themselves.

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1/26/2026

Auto Parts Supplier LKQ Explores Strategic Options, Including Sale

Reuters (01/26/26) Parmar, Abhinav

Auto parts supplier LKQ (LKQ.O) said on Monday its board is reviewing strategic alternatives, including a potential sale of the company, to enhance shareholder value. LKQ has been facing pressure from investor Ananym Capital since October to sell parts of its business, stressing that there are interested buyers, and the proceeds could be used to buy back shares. "We have initiated a formal review of strategic alternatives to identify the best path forward to unlock value that is not reflected in our current valuation," said board Chairman John Mendel. LKQ shares were up about 1% in morning trading. It said there was no certainty the review would lead to a transaction or any other strategic outcome, and that no deadline or fixed timetable has been set for ?completing the process. The company also said it was still involved in its previously announced process to explore a potential sale of its specialty segment Keystone Automotive Operations. It offers replacement parts for cars and trucks, including bumpers, hoods and remanufactured wheels. Ananym had urged the auto-parts supplier in October to sell its European business, pressing the point that keeping the European and ?North American businesses ?together makes little sense, according to a letter to LKQ's board that was seen by Reuters. The investor had noted in the letter that the total return on stock in LKQ lagged its proxy peers by 33% over the last 12 months, by 113% over the last five years, and by 253% over the last decade. LKQ in August announced the sale of its self-service segment to private-equity firm Pacific Avenue Capital Partners in a $410 million deal to simplify its portfolio.

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1/26/2026

Orion Office REIT Begins Strategic Review After Kawa Pact

TipRanks (01/26/26)

On January 26, 2026, Orion Properties Inc. (ONL) announced it had entered into a cooperation agreement with The Kawa Fund Limited and Kawa Capital Management and simultaneously launched a strategic options review process aimed at maximizing shareholder value. Under the agreement, Kawa withdrew its plan to nominate five director candidates at Orion’s 2026 annual meeting and agreed to standstill, voting and confidentiality commitments, while being granted the opportunity to participate in the strategic review on terms similar to other prospective bidders. The board has tasked management and external financial and legal advisers with evaluating a full range of alternatives—including potential acquisitions or mergers, a sale of the company, or remaining an independent REIT—though there is no assurance the review will result in a transaction or any change in Orion's strategic direction, underscoring both ongoing shareholder activism and the pressure facing office-focused REITs in a challenging market for the sector. The most recent analyst rating on ONL +12.44% stock is a Hold with a $2.00 price target.

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1/24/2026

Opinion: Engaged Capital Poised to Shake up BlackLine Board. How It May Unfold

CNBC (01/24/26) Squire, Kenneth

On Oct. 30, 2025, Engaged Capital sent a letter calling on the BlackLine’s (BL) board to immediately engage financial advisors and proactively run a strategic alternatives process following renewed acquisition interest from SAP SE. Nearly a month later, Engaged issued a so-called 220 Demand letter requesting access to board and strategic committee records related to all inbound acquisition interest, including a reported $66 per share offer from SAP SE (SAP) on June 18, 2025. Earlier this month, Engaged announced that it plans to nominate the following four director candidates for election to BlackLine’s board at the 2026 Annual Meeting: (i) Christopher Hetrick, director of research at Engaged Capital; (ii) Christopher Young, former head of contested situations at Jefferies; (iii) Christopher Hallenbeck, former senior vice president at SAP SE; and (iv) Storm Duncan, founder of technology-focused M&A advisory firm Ignatious. BlackLine provides financial accounting solutions delivered primarily as Software as a Service (SaaS), writes Ken Squire, founder and president of 13D Monitor and founder and portfolio manager of the 13D Activist Fund. This is a very prototypical enterprise software business, characterized by high gross margins (80%) and sticky offerings that are essential for large enterprises. Its largest of these clients is SAP SE, with whom BlackLine has a strategic partnership that contributes approximately 30% of the company’s revenue. Historically, the business was focused on growth, and rightfully so, as it was compounding revenue at over 20% annually for many years, and the stock price grew along with that success. By the end of 2020 BlackLine was trading around $133, and Marc Huffman, who led the company through the global pandemic, was promoted from president to CEO, replacing founder Therese Tucker who took on the role of executive chair of the board. However, post Covid, growth began to decelerate, margins did not come up meaningfully to compensate, and the stock fell accordingly, trading as low as roughly $61 in December 2022. BlackLine was rumored to have been thrown a life raft in 2022, when Clearlake Capital, a private equity firm known for taking positions in select technology companies as a prelude to an acquisition offer, took a roughly 9% public position in BlackLine. There was also speculation that this development piqued the interest of SAP. This seemed like perfect timing: BlackLine’s hyper growth had severely slowed and multiples in the space were as high as ever. It is hard to know what type of discussions go on in a boardroom, but an acquisition never happened. In March 2023, Huffman was replaced when Tucker returned to the company in a co-CEO structure with former Deloitte consultant Owen Ryan (until October 2025 when he was made sole CEO). Since Tucker’s return, growth has continued to decline to high single digits and while margins have improved modestly, the company’s stock is down another 24%. Despite all of this, history repeated itself when it was recently reported that SAP made an offer to acquire BlackLine in June, this time for $66 per share, an over 30% premium to the 60-day trading average at the time. At the time, the company’s growth rate was also much lower than it was in 2022, and industry multiples have compressed significantly. BlackLine, despite creating no value in public markets over the last several years, reportedly rejected the approach. This refusal is what prompted Engaged Capital to send a letter calling on the BlackLine board to immediately engage financial advisors and proactively run a strategic alternatives process following renewed acquisition interest from SAP. Engaged is not advocating for a sale of the company at any price, nor does the board have a legal duty to engage every acquisition offer. But conscientious shareholders certainly have the right to question how a board addresses a potential material transaction, particularly when they feel the board is not acting in the best interest of shareholders. Activist investors like Engaged do not view this as a right but an obligation. So, Engaged is asking the board to evaluate the SAP offer and weigh it against any other offers and on a risk-adjusted basis against a standalone path. This request is reasonable under almost any circumstances, but even more so when the potential acquirer is the company’s most important business relationship. While SAP may be the most logical partner, and likely the one ultimately willing to pay the biggest premium (estimated to be in the mid-70s). Given their existing strategic partnership, BlackLine meets the profile of an ideal fit for private equity. With stable reoccurring revenue and modest growth, the value here is all in the margins, and PE firms have consistently demonstrated their ability to build software businesses with 20% EBITDA margins, like BlackLine, and expand them upwards of 40% once private, such as Vista/Blackstone at Smartsheet and Francisco Partners/TPG at New Relic. Notably, Clearlake Capital continues to own a 9.6% position in BlackLine. The firm has taken similar positions in companies like Cornerstone OnDemand, which it acquired in 2021, and Blackbaud, which rejected Clearlake’s takeout offer in March 2023 and then again in 2024. A lot has happened since Engaged first presented this thesis last October. Shortly thereafter, BlackLine disclosed that it has maintained an independent strategic committee of the board for more than a year, with members including David Henshall, who is serving as chairperson, Greg Hughes and Tom Unterman. Notably, Henshall has a history of getting companies sold as a director, including New Relic when it was engaged by Engaged. Following this announcement, Engaged issued a 220 Demand letter to the company requesting access to board and strategic committee records related to all inbound acquisition interest, including a reported $66 per share offer from SAP SE on June 18, 2025. Engaged expressed concerns about the disclosures around the company’s strategic committee, noting that BlackLine only recently revealed the committee’s existence and has still not disclosed key information around it, including when it was formed, its purpose, the scope, its authority and whether it has retained advisors. Earlier this month, Engaged announced that it plans to nominate the following four director candidates for election at the company’s 2026 Annual Meeting: (i) Christopher Hetrick, director of research at Engaged Capital; (ii) Christopher Young, former head of contested situations at Jefferies; (iii) Christopher Hallenbeck, former SVP at SAP SE; and (iv) Storm Duncan, founder of technology -focused M&A advisory firm Ignatious. When assessing Engaged’s chances of success in a proxy fight, there are several dynamics to consider. First, in late December, Unterman announced that he will not stand for re-election as a member of the board at the company’s 2026 Annual Meeting. His impending departure creates both a board vacancy in a seat up for election in 2026, so at worst for Engaged, it will be running its slate of four against three incumbents and a new nominee. Second, Engaged will likely get the support of Clearlake (9.6%), one of the company’s largest shareholders. Third, there are signs of shareholder discontent, as CEO Ryan received over 20% withhold votes last time he was up for election. Finally, and most significant, one of the four directors up for election is founder Therese Tucker. If she sees the smallest sign of being ousted from the company she founded, it could lead to a quick settlement or a sale of the company. BlackLine added two new directors in June and July of 2025, which the company will undoubtedly argue is evidence of good corporate governance and board refreshment. However, these directors are in the class up for re-election in 2027, and good corporate governance would dictate that they are voted on in the 2026 election so not to be on the board for two years without shareholder approval. This is something we used to see more of and certainly will not see amid a proxy fight. Finally, it is important to note that one of the directors up for election this year is Scott Davidson who was appointed to the board last year as part of the Scalar Gauge settlement. By targeting him, Engaged cannot necessarily rely on Scalar Gauge’s support, but that firm only owns a 1.15% stake.

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1/23/2026

AVI Urges Action at HVPE Ahead of 'Potentially Failed Continuation Vote'

Investment Week (01/23/26) Nelson, Michael

HarbourVest Global Private Equity trust (HVPE) has become the latest target of activist action with shareholder Asset Value Investors (AVI) criticizing the company’s net asset value performance and persistent discount. In an open letter addressed to the HVPE board today (January 23), AVI characterized the vehicle's NAV returns as "disappointing when measured over any period seven years or shorter," saying the trust has failed to achieve its objective of outperforming public markets over the long term. According to data from the Association of Investment Companies, HVPE has achieved a NAV total return of 4.4%, 9.9%, and 89.8% over one-, three-, and five-year periods, respectively, compared to the Private Equity AIC sector averages of 13.8%, 53.2%, and 160% over the same timeframes. The trust is currently trading at a 27.2% discount, which AVI noted was the highest among its peers – although AIC data shows that, among the Private Equity AIC sector, LMS Capital currently has the widest discount at 49.3%, with HVPE having the fourth largest in the sector. At this level of discount, AVI said it was "implausible for there to be any new investment […] that offers higher returns than that available from buying back its own shares," adding that the 3.6% of share capital repurchased over 2025 was not enough. AVI also criticized the leverage deployed by HVPE as well as the accuracy of its cash flow forecast. Although the investor commended the increase in the distribution pool for buybacks and the restructuring of the way in which it makes new investments going forward, it said further "significant initiatives" are necessary and should be explored "ahead of a potentially failed continuation vote." It recommended one of two options to prioritize capital returns to shareholders. Option one would mean no new commitments made until the discount has averaged 15% for a year, with proceeds from realizations split 70/30 between paying down the revolving credit facility and share redemptions at NAV. Alternatively, the board could initiate a managed run-off, forming a dual share class structure where shareholders can elect for continuation or realization. AVI further suggested HVPE run a formal sales process for the company, inviting parties including HarbourVest to submit bids to "set a benchmark by which all other options should be assessed." Winterflood equity research analyst Shavar Halberstadt said he was not convinced by AVI's arguments, noting that funds "can still deliver excellent returns while on a discount" if that discount does not significantly widen. "Over just the last five years, HVPE net assets have risen from $2.5 billion on December 31, 2020 to $4.2 billion as at December 31, 2025. We do not understand the sudden loss of patience, which should be the hallmark for any PE investor, particularly in a permanent capital vehicle that has produced excellent long-term returns, as intended. "HVPE remains our top pick in the Fund of Funds sector for 2026," Halberstadt added. Last year, AVI CEO and CIO Joe Bauernfreund told Investment Week that "constructive activism always works better than being a bully" and defended the role of activist shareholders who are "playing an important role in trying to narrow the discounts."

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1/23/2026

SEC Updates Proxy Rules and Schedules C&DIs

National Law Review (01/23/26) Gauthier, Emily

The U.S. Securities and Exchange Commission's (SEC's) Division of Corporation Finance updated several Compliance and Disclosure Interpretations (C&DIs), including on the proxy rules and schedules. The updates revise two existing questions under Rule 14a-6 and add new questions under Rules 14a-13 and 14c-2. These C&DIs include two notable changes: The SEC staff will now object to “voluntary” Notices of Exempt Solicitation submitted by holders below the $5 million threshold in Rule 14a-6. The staff will not object to broker searches conducted fewer than 20 business days before the record date if the registrant reasonably believes proxy materials will still be timely disseminated. The staff is drawing a sharper line around the use of Notices of Exempt Solicitation (filed on Form PX14A6G). Revised Question 126.06 states that Rule 14a-6(g)(1) requires only those soliciting shareholders who beneficially own more than $5 million of the relevant securities to file a Notice of Exempt Solicitation, and accordingly, the staff will now object to voluntary notice filings. While voluntary Notices of Exempt Solicitation were historically tolerated, the staff has observed in recent years that many submissions come from shareholders below the $5 million threshold and appear to be used primarily for generating publicity. Because this undermines the rule’s original purpose (providing transparency about exempt solicitations by large shareholders), the staff will now object to voluntary submissions. Similarly, revised Question 126.07 removes the prior reference to voluntary filings under 14a-6(g)(1). New Question 133.02 gives issuers more flexibility on Rule 14a-13 broker searches, which generally requires that broker searches are conducted at least 20 business days prior to the record date of the applicable meeting of shareholders. The staff will not object if the broker search is completed less than 20 business days before the record date, provided the company reasonably believes materials will still be timely disseminated and it otherwise complies with Rule 14a-13 (or the corresponding requirement for information statements under Rule 14c-7(a)(3)). When shareholders take action by written consent without being solicited by the registrant, Rule 14c-2 normally requires the registrant to distribute an information statement at least 20 calendar days before the action may be taken. New Question 182.01 clarifies that when a dissident shareholder solicits consents without the registrant’s knowledge, applicable state law and the registrant’s governing documents determine when the action becomes effective. As a result, failing to meet Rule 14c-2’s 20-day requirement does not invalidate the action, and the staff will not object as long as the registrant distributes the information statement as soon as practicable after becoming aware of the consents.

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1/23/2026

Eastern Swears Off M&A Amid Activist Investor's Pressure

American Banker (01/23/26) Kline, Allissa

Three months after an investor criticized Eastern Bankshares' bank acquisition strategy, the Boston-based company made its stance on pursuing future deals clear: It isn't interested. Instead, Eastern plans to work with what's on hand and use its excess capital for share buybacks. Three weeks into the new year, it has repurchased 635,000 shares for $12.3 million, and it plans to seek board authorization for an additional share repurchase program when the current one expires. "Simply put, we are not focused" on mergers and acquisitions, CEO Denis Sheahan told analysts Friday during the bank's fourth-quarter earnings call. "We believe that focusing on meaningful growth — organic growth opportunities we have in front of us and returning excess capital, not M&A — will deliver meaningful value to shareholders for the foreseeable future." Sheahan didn't repeat one thing that he had said during the company's prior earnings call in October, after which the bank's stock price fell by more than 3%. This time around, Sheahan made no mention of evaluating potential merger opportunities, should they arise. Instead, he told one analyst: "Look, we're not pursuing acquisitions." Eastern, which has completed three bank acquisitions since November 2021, is one of the banks targeted by HoldCo Asset Management, the South Florida-based investor that spent the second half of 2025 calling out certain regional banks for alleged mismanagement. The highest-profile case was HoldCo's criticism of Comerica (CMA) in Dallas. In July, HoldCo urged the Dallas-based bank to sell, saying it had made years of poor financial choices and arguing that it had failed to address its long-lagging stock price. By early October, Comerica said it would sell itself to Fifth Third Bancorp (FITB) in Cincinnati. The acquisition is expected to close on Feb. 1. HoldCo has also scrutinized First Interstate BancSystem (FIBK) in Billings, Montana; Columbia Banking System (COLB) in Tacoma, Washington; and KeyBank's parent, Cleveland-based KeyCorp. (KEY). All three banks have since eschewed the idea of bank M&A in favor of pursuing organic growth and talked about deploying excess capital into share repurchases. In Eastern's case, HoldCo has criticized the management for depleting nearly all of the $30.6 billion-asset bank's excess capital, spending it on acquisitions and securities restructurings. The investor group urged Eastern to sell itself to a larger bank and suggested it might find a buyer in M&T Bank in Buffalo. It also threatened to wage a proxy battle if Eastern did not swear off bank mergers and securities restructurings, and commit to returning capital via buybacks. During the fourth quarter, Eastern repurchased 3.1 million shares of common stock for $55.4 million, reflecting 26% of the share repurchase program that its board authorized in October. The bank is aiming to reduce its common equity Tier 1 capital ratio from 13.2% at the end of December to around 12%, Chief Financial Officer David Rosato said Friday on the call. Sheahan called the 12% goal "a pretty significant decline from where it is today" and said it should leave the bank "with very comfortable and safe capital levels." Analysts were generally positive about Eastern's fourth-quarter results. The quarter included a partial impact from the bank's acquisition of HarborOne Bancorp, which Eastern said added approximately $4.5 billion in loans and $4.3 billion in deposits to the balance sheet. The HarborOne deal closed in November. Net income totaled $99.5 million, up more than 63% year over year as a result of higher net interest income and fee income. Earnings per share totaled 46 cents. Analysts polled by S&P Capital IQ had been predicting 39 cents. Revenue totaled $283.5 million, up by nearly 31% year over year. Noninterest expenses for the quarter were $189.4 million, up 37.7% from the year-ago quarter. The uptick was at least partially the result of merger-related costs and additional salary, benefits and other costs related to bringing on HarborOne's employees. In a research note after Eastern's earnings call, Mark Fitzgibbon, an analyst at Piper Sandler, wrote that "having an activist shareholder can be a headline distraction," but it's not always a bad thing. "We believe it also likely ensures [Eastern] will continue to aggressively drive operating performance in the right direction."

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1/23/2026

Trian-Backed Janus Henderson Buys Richard Bernstein Advisors

Bloomberg (01/23/26) Greifeld, Katie

Janus Henderson Group Plc (JHG) is making a deal of its own before Nelson Peltz’s Trian Fund Management and General Catalyst take it private. The $484 billion asset manager announced Friday that it would buy Richard Bernstein Advisors, an investment firm named after its founder who’s known in Wall Street circles for his bearish view ahead of the global financial crisis. A spokesperson for Janus Henderson declined to reveal details of the deal. Buying the 2009-founded firm adds about $20 billion in client assets and vaults Janus Henderson into the ranks of the top 10 largest model-portfolio providers in North America, according to a statement. Model portfolios, which package together funds into ready-made strategies which are then sold to financial advisers, have swelled in size in recent years. “The investment and distribution capabilities at both RBA and Janus Henderson is a winning combination and positions Janus Henderson for long-term success and market leadership in model portfolios and SMAs,” Janus Henderson Chief Executive Officer Ali Dibadj said in Friday’s release, referencing separately managed accounts. Bernstein, who previously served as Merrill Lynch’s chief investment strategist, will join Janus Henderson as the firm’s global head of macro and customized investing. The Janus-led acquisition is expected to close in the second quarter. The purchase of RBA comes roughly a month after Trian Fund Management and General Catalyst agreed to buy Janus Henderson in a deal that values it at about $7.4 billion. That deal is expected to close in the middle of next year. Dibadj, who joined Janus Henderson in 2022 and will continue as CEO, has struck a number of deals to enter asset classes such as private credit and has expanded the firm’s lineup of actively managed exchange-traded funds.

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