7/7/2025

Dye & Durham Investor Plantro Calls for Special Meeting, Urges Sale of Company

Reuters (07/07/25) Herbst-Bayliss, Svea

Canadian legal software maker Dye & Durham's (DND) second biggest investor, Plantro Ltd, has launched a proxy fight to elect new directors and is pushing for a sale of the company, according to documents seen by Reuters. Plantro Ltd, which owns 11% of Dye & Durham, told the company on Monday that it nominated three director candidates to the 7-person board and that it requisitioned a special meeting where shareholders would vote on the nominees. Its nominees would bring expertise in buying and selling companies, capital allocation, operations, technology and governance, Plantro said. The company nominated industry executives Brian Bidulka, David Danziger, and Martha Vallance, a former chief operating officer at Dye & Durham. It wants them to replace board chair Arnaud Ajdler and directors Tracey Keates and Ritu Khanna. A representative for Dye & Durham did not immediately respond to a request for comment and the three directors could not be immediately reached for comment. The investor, a company controlled by former Dye & Durham CEO Matthew Proud, previously asked Dye & Durham to stabilize its executive ranks, divest the financial services division, and later this year work on selling the remaining core business. Now Plantro is turning up the heat. Selling the financial services unit is not enough to solve the company's problems and the share price would continue to sink if Dye & Durham remained a publicly traded company, it argued. Plantro wants a full sale immediately, arguing this is the only way to realize a control premium for shareholders and restore stability in the business. The stock has lost 42% of its value since January and is worth roughly $488 million. Plantro said new blood is needed in the boardroom because current directors refuse to engage with potential buyers. It also said there are parties that would want to buy the company but did not identify those parties. The company acknowledged in February it had received an unsolicited takeover bid for C$20 a share but it was not engaging with the party. Dye & Durham last year hired Goldman Sachs (GS) as a strategic adviser to review options but in November said it was pausing its review after feedback from shareholders.

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7/7/2025

Findell Reports ISS Recommends Oportun Stockholders Vote FOR Findell Nominee Warren Wilcox and WITHHOLD on Long-Tenured CEO Raul Vazquez at Annual Mee

PRNewswire (07/07/25)

Findell Capital Partners, LP, one of the largest stockholders of Oportun Financial Corporation (OPRT), today announced that ISS has recommended stockholders vote FOR the election of its nominee, Warren Wilcox, to the Company's Board of Directors at the 2025 Annual Meeting of Stockholders. ISS also recommended stockholders vote WITHHOLD on Chief Executive Officer Raul Vazquez, the long-standing architect of strategic plans that have resulted in an approximately 55% decline in Oportun's stock price since its 2019 initial public offering. Importantly, Findell urges stockholders to focus on the views of independent third-party sources and the irrefutable facts about Mr. Vazquez's track record as a leader and steward — do not be fooled by the Board's advisor-manufactured spin and stunts in the lead up to this month's Annual Meeting." In its report, ISS criticized the actions of the Vasquez-friendly Board and endorsed Findell's case for boardroom change at this year's Annual Meeting, writing: "The company's 2021 shift away from its core business was almost immediately value destructive. Performance deteriorated rapidly, as costs increased, profitability eroded, and cracks emerged in other important parts of the business. The headline corporate governance structure includes several features that do not align with the best interests of shareholders, such as the classified board, supermajority vote standards, and the inability of shareholders to act outside the annual meeting cycle. "All in, there are serious concerns with board composition, which raise questions about independence and the ability of directors to hold management accountable. Despite facing so many challenges, the board has supported a concerning array of corporate governance policies and practices since the IPO. The board's comfort with poor corporate governance has led to consistent opposition from shareholders, as reflected in historical vote results. … the board's decision to not renominate Parker at this meeting demonstrated that there are still serious concerns that need to be addressed. The decision was made under the guise of improving corporate governance, but it is difficult to interpret as anything other than a blatant attempt to limit input from shareholders. Ultimately, despite developments, including recent additions and the departure of Williams at this meeting, this board continues to suffer from independence issues. In light of these factors, the dissident has presented a compelling case for change." ISS also outlined the benefits of electing Mr. Wilcox and removing Mr. Vazquez, noting: "It is also worth noting that Vazquez was the CEO at the time of the IPO, meaning that he is as responsible as anyone else for the classified board structure. He was also a driving force behind the strategic pivot, and there is a demonstrated lack of independence that has created concerns about the board's ability to effectively oversee management during the critical, ongoing recovery efforts. "Ultimately, the potential downside of removing Vazquez is outweighed by the clear benefits of adding another independent director with relevant experience. Wilcox, who has consumer lending and public board experience, will join Tambor, Minetti, and Daswani." Brian Finn, Chief Investment Officer of Findell, commented: "We are pleased that ISS has concluded Oportun needs a director with Warren Wilcox's objective thinking and strong expertise in the lending industry, especially in light of the Board's defensive and self-serving decision to not renominate shareholder-designated director Scott Parker for election at the upcoming Annual Meeting. Mr. Wilcox's relevant experience and independence from evidently entrenched directors will enable him to challenge legacy assumptions and work alongside new Board members to make better decisions about governance, personnel and strategy. Mr. Vazquez and his allies have controlled the Company for too long, leading to disastrous consequences for our Company and sustained value destruction for investors. By electing Mr. Wilcox, stockholders can break the cycle of value-destructive decisions in the boardroom and help Oportun finally focus on its core strengths in the lending world."

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7/7/2025

Seven & i to Set Tone for Japan’s Consumer Sector

Bloomberg (07/07/25) Sasaki, Reina; Lee, Justina; Swaminathan, Harshita

Seven & i Holdings Co. (SVNDY) will be among the key firms showing how Japan’s consumer sector is faring as Asia’s earnings season kicks off. Net income across corporate Japan likely declined about 13% in the quarter ended June, similar to the March period, weighed down by the automotive and other discretionary segments, Bloomberg Intelligence senior equity strategist Laurent Douillet said. Japan’s household spending rose the most since the summer of 2022 in a sign that consumers may be getting used to persistent inflation. The main factors driving the increased outlays include tourism, spending on cars, and eating out. The status of talks between Seven & i and Circle K parent Alimentation Couche-Tard Inc. (ANCTF) will be closely followed after the Canadian company said in late June it expects a resolution soon. A successful deal would be the largest-ever foreign acquisition of a Japanese company. Lower fuel prices and volumes may have further weighed on profitability at Seven & i, BI analyst Lea El-Hage said. “Investors will be watching for strategic updates on the U.S. business and any developments around the Couche-Tard acquisition proposal.” Seven & i first-quarter operating profit was likely supported by higher contributions from its domestic and overseas convenience store operations, estimates show. 7-Eleven in Japan may look to regain momentum by tailoring its product mix to more price-sensitive consumers, after trailing local peers in sales growth.

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7/7/2025

Former Shell Finance Chief to Join BP Board

The Times (London) (07/07/25) Powell, Emma

A former Shell (SHEL) finance chief will join BP Plc (BP) as it attempts to strengthen its board and pivots back towards fossil fuel production in the face of pressure from Elliott Management to revive its valuation. The hiring of Simon Henry, who was chief financial officer at Shell between 2009 and 2017, is the second appointment of an oil industry veteran to the BP board in three months. David Hager, who has worked in the oil and gas sector for more than forty years, was also hired as a non-executive director in May after Ian Tyler was made head of the group’s remuneration committee. Henry, 63, will step down from his position as a non-executive director at Rio Tinto in the second half of this year and has also relinquished his position on the board of Harbour Energy, the UK’s largest independent oil and gas producer. Elliott, a famously aggressive American hedge fund that has amassed a £4 billion position in BP, has been pushing for the British oil giant to emulate Shell’s strategy in cost-cutting and ditching green investments. Helge Lund, BP’s outgoing chairman, said that Henry brought “deep and broad experience of the global upstream and downstream energy industry and his financial and commercial understanding of global markets, together with his extensive and varied board experience.” Lund, who has led BP’s board since 2019, announced his intention in April to step down, probably next year. It emerged the previous month that Elliott had been discussing potential leadership changes at BP with fellow shareholders. Pamela Daley, another non-executive director, will step down from the board for personal reasons from July 7.

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7/6/2025

Southwest’s CEO on Why Now Is the Time for Bag Fees and Assigned Seats

New York Times (07/06/25) Holman, Jordyn

At the headquarters of Southwest Airlines (LUV) near the Dallas Love Field Airport, a large green sign with a big yellow arrow points to Bob Jordan’s office. It says “Bob’s Meet and Greet,” a folksy way to invite visitors to chat with the company’s chief executive. Behind his desk are carefully ordered books, family photos and memorabilia, like model planes acquired over his 37 years at the airline. Southwest, which first took flight in 1971, embraces its heritage. The headquarters are named after the airline’s iconoclastic co-founder, Herb Kelleher. There is a preserved replica of his office in the building. His quotes are painted on the wall. So are some of Mr. Jordan’s. He is leaving his mark on the company in other ways, too, overseeing major changes to the way Southwest operates. The moves come after a battle with Elliott Investment Management, a hedge fund that called last year for Mr. Jordan’s ouster and criticized the airline for adhering to “antiquated business practices from decades ago.” The changes include getting rid of Southwest’s quirky free-for-all boarding process, introducing premium-priced seats and, most controversially, ending its generous free bag policy for all fliers. When pressed on the timing and thinking behind the changes, Mr. Jordan described them as offering customers more choices. Southwest expects to make roughly $4 billion in additional profit as a result. Its shares are up since it unveiled the new strategy, which settled the fight with Elliott. But now, Mr. Jordan, 64, is trying to convince disgruntled customers that the airline is on the right path. Many say they feel it is ditching policies that have long set it apart from competitors. The heart in the company’s logo is a nod to the “love”-themed marketing in the airline’s earliest days, a legacy of Mr. Kelleher’s obsession with customer service, which also lives on in its stock ticker: LUV. “Change is hard, and change is emotional,” Mr. Jordan said in a recent interview in his office. The needs of customers, employees and investors “don’t have to be at odds,” he added. How has it felt hearing from customers who don’t like the changes to bag fees or seating processes? So, why now? Last year, the hedge fund Elliott pushed hard for changes. Was that the driving force, ultimately? I’ve been asked a lot about Elliott and what went on last summer. We had an investor day on Sept. 26 where we laid out assigned seating, extra leg room and a number of things. All of that strategy was well underway, way ahead of Elliott. So that was not driven by Elliott. They are a large shareholder, but they’re one out of many.

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7/3/2025

South Korea Assembly Passes Commerce Bill Expanding Duty of Boards to Shareholders

Reuters (07/03/25) Kim, Jack; Lee, Joyce; Lee, Jihoon

South Korea's parliament passed on Thursday a revision to the Commercial Act to expand the fiduciary duty of board members to protect the interests of minority shareholders, in a move aimed at boosting the country's corporate market valuations. President Lee Jae Myung, who was elected last month, had pledged support for the legislation to help eliminate the so-called "Korea Discount" that has been a drag on the valuation of South Korean companies. The discount refers to the lower valuations that South Korean companies typically trade on relative to their global peers, partly due to the dominance of family-owned conglomerates, which have been criticized for putting their interests ahead of other shareholders. A previous version of the bill approved by parliament had been vetoed by the conservative government of Lee's predecessor, but the latest version was a compromise backed by the conservative main opposition party. "I am confident that the stock market improvements of revising the Commercial Act and eliminating negative competition factors will make the situation better than now," Lee said at a press conference held earlier on Thursday. Lee said he had expected the country's benchmark KOSPI stock index to rise above 3,000 points just by normalizing the country's system, after six months of leadership vacuum, and reaffirmed his pledge to usher in a period when the index tops 5,000. It has been part of Lee's "KOSPI 5,000" initiative to amend the Commercial Act, along with other market reforms including winning an upgrade from emerging market to advanced market by global index provider Morgan Stanley Capital International (MSCI). "The amendment will raise foreign investors' confidence in domestic capital markets and the possibility of South Korea winning developed market status from index provider MSCI in the coming years," said Seo Sang-young, an analyst at Mirae Asset Securities. The government plans to set up a task force to win the promotion, the country's vice finance minister said this week, after the index provider said last month in its annual review that it would continue to monitor market accessibility in South Korea.

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7/3/2025

Circuit Court Affirms Ruling That Proxy Advice Is Not Solicitation

Pensions & Investments (07/03/25) Croce, Brian

Proxy-voting advice doesn’t constitute a solicitation under federal law, a three-judge panel at U.S. Court of Appeals for the District of Columbia Circuit ruled in a July 1 decision. The ruling affirms a 2024 decision by a judge in the U.S. District Court for the District of Columbia, Washington, who sided with Institutional Shareholder Services in a lawsuit challenging a rule from the Securities and Exchange Commission (SEC). In 2020, the SEC in the first Trump administration adopted amendments that required proxy advisory firms to disclose conflicts of interests to clients and allowed companies that are the subject of voting advice to be able to access that advice prior to or at the same time as the advice is disseminated to clients. The amendments also made clear that proxy-voting advice generally constitutes a solicitation. In 2022, the SEC under the Biden administration rescinded two of those amendments but left in place the one concerning solicitation. ISS, one of the two major proxy advisory firms, originally filed a lawsuit in 2019 — after the SEC proposed the rule-making but before it was finalized — challenging the SEC’s efforts and pressed on after they were finalized in 2020 and again when two of the amendments were rescinded in 2022. After the court’s February 2024 ruling in favor of ISS, the SEC and the National Association of Manufacturers (NAM) filed appeals, but the SEC in August withdrew its motion. In its decision, the appeals court said that the ordinary meaning of “solicit” in section 14(a) of the Securities Exchange Act refers to a request for proxy authority or a directed plea to exercise such authority in a particular manner. “Proxy-voting advice rendered by a third party for a fee falls outside that definition,” the judges wrote. “It is simply a recommendation. The SEC’s effort to expand ‘solicitation’ to include such advice cannot be reconciled with the statutory text and its adoption of that definition in the 2020 Rule was contrary to law.” In an email, an ISS spokesman said the firm is pleased the court affirmed its “longstanding view that the provision of independent voting advice does not constitute a proxy solicitation. As the opinion notes, proxy voting advice is ‘simply a recommendation’ and is already subject to regulation under the Investment Advisers Act. We remain focused on ensuring our institutional investor clients continue to receive the unbiased and objective shareholder meeting research they have come to expect from ISS.” NAM can appeal the court’s decision. In a statement, NAM Chief Legal Officer Linda Kelly said, “We are extremely disappointed with this decision from the D.C. Circuit, which allows proxy firms to continue providing conflicted advice and wielding outsized influence on manufacturers with little transparency or accountability. The NAM will continue our work to bring appropriate oversight to these powerful actors — which harm manufacturing growth and imperil long-term value creation for investors."

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7/2/2025

Japan Doubles Down on Cross-shareholding Disclosure amid Reforms

Nikkei Asia (07/02/25) Nagumo, Jada

Japan is taking steps to make sure companies are disclosing clear, honest and sufficient information about cross-shareholdings in a bid to further accelerate corporate governance reforms. The Financial Services Agency has tightened its screening of companies' disclosure of mutual-shareholdings, said Akira Nozaki, the director overseeing the watchdog's corporate accounting and disclosure division. Nozaki said that Japanese companies have made big progress in disclosing governance and other nonfinancial information in their securities reports, such as executive compensation and board activity. However, there is still room to improve, especially when it comes to cross-shareholdings. "We saw that quite a few companies were making misleading disclosures about their strategically held shares, calling them pure investments but without clear explanation," he said. "So starting from this year, we have tightened the rules." The FSA is now requiring companies that reclassify strategically held shares as being owned for investment purposes to explain why in their annual securities reports, as well as how they plan to eventually sell such stock — information that companies must continue to share for up to five years. "In our review of annual reports, we are checking such disclosure information thoroughly," noted Nozaki, who said that his department has also recently added new screening criteria. "We are now asking companies whether they have disclosed their annual securities reports before the annual general meetings (AGMs) and if they plan to do so next year and the following year." There has been increasing criticism and foreign investor demand for Japan Inc. to publish their securities reports before their AGMs. In response, Finance Minister Katsunobu Kato in March asked all listed companies to disclose information before their AGMs. Publishing them beforehand is crucial for improving governance, according to Nozaki, who said that there was a certain level of concern among Japanese companies where they felt like institutional investors were voting simply based on the recommendations of proxy advisers. "But actually it was difficult for investors to make their own analysis due to lack of information. By publishing the reports earlier, it can encourage investors and companies to make meaningful engagements," he said. "In Europe, annual reports are published at least two months before the AGM. There are discussions about pushing back Japan's June AGM season to around autumn. That way companies and investors both can have more time," he said. Board diversity is another key area where Japan hopes to make more progress, especially as investor pressure mounts. Nozaki argues that it is not only important to comprise boards with a diversity of people and opinions, but also to think about how to hold board meetings that are constructive and have lively discussions. One way is to make use of corporate secretaries, a role that is already in place for countries and regions like the U.K., Singapore and Hong Kong. "In the U.K. and some other jurisdictions, corporate secretaries are specialized professionals who can bolster the effectiveness of boards. As the first steps, the FSA is leading efforts to launch a consortium where companies can come together and share their skills and knowledge about how to run and manage fruitful board meetings," Nozaki said. The director also expressed hopes for Japan to lead in disclosures about human capital, an area that is yet to establish a global standard. "Japan has a culture of valuing people and a lot of workers stay with one company for a long time. Companies can show their corporate values by disclosing their human resource investments or turnover rates," Nozaki said. "If Japan can take a strategic lead in disclosing such information, that can help global investors recognize its strengths." The FSA is also working toward updating Japan's Corporate Governance Code. "Discussions will start soon and one of the main topics on the agenda will be fleshing out guidelines on the allocation of available resources," he said. Corporate cash and deposits rose after the Covid-19 pandemic in Japan and are still at a high level when compared to the U.S. or Europe. "We hope to support positive change by holding companies accountable for ensuring that cash is being used for necessary investments," said Nozaki, who was dispatched to the Organisation for Economic Co-operation and Development a decade ago and had a lot of opportunities to discuss Japan's corporate governance with global investors. "Ten years ago, many were critical of Japan but now, not just global investors but also domestic ones can tell how corporate governance reforms have made progress and that Japanese companies have also changed considerably," he said.

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7/2/2025

Starboard Takes More Than 9% Stake in Tripadvisor

Wall Street Journal (07/02/25) Glickman, Ben

Starboard Value has built an over 9% stake in Tripadvisor (TRIP) after the online travel-review company eschewed takeover offers in the past year, according to people familiar with the matter.  Starboard has a stake valued at around $160 million based on Wednesday closing prices, which would make it one of the top shareholders in the company. The investment is expected to be revealed in a regulatory filing Thursday, the people said. Starboard’s plans for the company couldn’t immediately be learned. Tripadvisor’s shares have fallen about 17% in the past year, giving it a market capitalization of about $1.8 billion. In addition to its namesake brand, which allows users to search and review hotels and other travel experiences, Tripadvisor operates Viator, a review site for bookable experiences, and TheFork, a restaurant reservation service. Tripadvisor’s results have been under pressure with growth slowing in its namesake website and main profit engine. In 2024, revenue from the brand Tripadvisor fell 8%, while adjusted earnings from the segment fell 14%. Meanwhile, Viator and TheFork both grew in the double digits that year. Viator is expected by Wall Street analysts to generate more in revenue this year than the namesake brand. Last year, the company was subject to months of speculation about a possible deal. The company said in February 2024 it was forming a special committee to consider strategic alternatives, sending shares up to about $27 a share. Then, the company in late 2024 announced it was streamlining its ownership structure, buying out its majority holder Liberty Tripadvisor Holdings for $435 million and retiring its dual-class share structure. The disclosures about that deal revealed that several bidders approached Tripadvisor about buying the company. Some private-equity firms in early 2024 were willing to discuss offers as high as $30 a share, according to the disclosures. In early 2025, another company was willing to offer $18 to $19 a share. The stock has recently been around $14.

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