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8/21/2036

Kaos Capital Demands Board Overhaul at Capricor Ahead of FDA Decision on DMD Therapy

BigGo Finance (08/21/36)

Capricor Therapeutics Inc. (CAPR) is facing an activist campaign from shareholder Kaos Capital, which is demanding immediate board changes, a cash-preservation plan, and the creation of an M&A committee just one day before the U.S. Food and Drug Administration (FDA) is scheduled to act on the company's experimental Duchenne muscular dystrophy therapy. Kaos Capital, a Miami-based investment firm that describes itself as a "significant and growing shareholder," issued a letter to fellow shareholders on August 21 calling for a meeting with the board within 15 business days. The firm said it intends to nominate two independent directors and push for a board-led M&A and Strategic Alternatives Committee chaired by a shareholder-backed director. The activist campaign lands at a precarious moment for Capricor. The FDA's action date on deramiocel, the company's cell therapy for DMD-related cardiomyopathy, is August 22. In June, an FDA advisory panel voted 9-3 against the drug's use for that indication, casting significant doubt over its approval prospects. Capricor shares were down approximately 2% at the time of the letter's release. In the letter signed by CEO Adam Arviv, Kaos argued that Capricor has become overly dependent on a single regulatory outcome and must take immediate steps to preserve capital while exploring acquisitions, licensing deals, and partnerships that could broaden its pipeline. The company reported $237.9 million in cash, cash equivalents, and marketable securities as of June 30, down roughly $80.2 million from year-end 2025. First-half 2026 operating expenses totaled $79.7 million, including $23.5 million in general and administrative costs — approximately double the comparable 2025 figure, according to the letter. Kaos called for a formal Cash Preservation Plan that would include: a near-term freeze on nonessential spending; a zero-based review of G&A expenses; enhanced approval requirements for material commitments; and quarterly reporting on cost reductions, cash runway, and capital use. The firm also urged the board to retain independent legal advisers and commission a review of oversight, disclosure controls, contracting, compensation, and capital-allocation processes. Kaos cited "numerous legal matters and shareholder demands" disclosed in Capricor's public filings, including securities and derivative actions, a Section 220 books-and-records demand, a patent action, a distribution dispute, and employment-related claims. A further securities class action was filed against the company and certain officers in 2026. "This legal overhang carries cost, distraction, reputational risk, and governance consequences," the letter stated. Kaos emphasized it is not asking Capricor to abandon deramiocel, which it believes "may still have meaningful value for patients." Instead, the firm wants the company to use its cash and public-company platform to build a broader, multi-modality biotechnology enterprise. The proposed M&A committee should evaluate assets in inflammation, fibrosis, tissue repair, targeted delivery, and regenerative medicine, the letter said. Kaos specifically pointed to advanced small-molecule pharmacology targeting the NLRP3/inflammasome signaling pathway as one area of interest. "Conviction in a lead program is not a license for a Board to concentrate all of a public company's capital, risk, and future in a single regulatory outcome," Arviv wrote. The activist push comes as Capricor awaits the FDA's decision on deramiocel. The agency's action date is August 22, though the timeline has grown complicated. After the advisory committee's negative vote in June, Capricor said the FDA was willing to review an amendment containing 24-month Hope-3 data focused on upper-limb function. A new target date has not been formally announced. Roth Capital expects the FDA review could be extended by approximately three months to accommodate the additional data. Kaos said it is prepared to work constructively with the board but warned of escalation if its demands are not met. If the board does not confirm and convene the requested meeting within the specified timeframe, Kaos said it will begin seeking shareholder support to elect its two independent nominees, replace directors, and potentially pursue removal of senior management. "We do not take that step lightly, but continued inaction would leave shareholders no reasonable alternative," the letter read.

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8/26/2026

L1’s Lendlease Stake Above 10% as Activist Investors Start to Bow Out

Australian Financial Review (08/26/26) Gluyas, Alex

L1 Capital is attempting to achieve what some of Australia’s pre-eminent activist investors have failed to do for years; oversee a turnaround in embattled global property developer Lendlease (ASX: LLC). The high-profile hedge fund has emerged as the largest shareholder in Lendlease after buying up the stock on Wednesday and Thursday last week, lifting its stake to 10.8% from 6.6% previously. The buying spree took place just days after Lendlease’s shares tumbled more than 11% after the property giant reported a net loss of $749 million in the 12 months through July from a net profit of $225 million a year earlier. The sell-off extended the company’s slump on the sharemarket to about 44% as it languishes near a 40-year low. Investment bank Citi downgraded the stock and slashed its price target after the result, noting that Lendlease’s earnings guidance sat 30% below the broker’s initial estimates. “Consensus earnings downgrades as well as elevated gearing could mean investors remain cautious on Lendlease near term,” warned Citi analyst Suraj Nebhani. The move underscores a spectacular fall from grace for the 68-year former blue-chip company, which once boasted a market capitalization of $11 billion. That has since spiraled to $2 billion, prompting S&P Dow Jones Indices to kick Lendlease out of the S&P/ASX 100 Index in March. As the shares tumbled, hedge funds have ramped up bets against Lendlease, particularly over the past three months. The percentage of its shares held by short sellers has jumped from 1.1% at the start of June to 7.2% – the highest level since November 2023. L1 declined to comment on why it was backing the property developer. The money manager initially disclosed its Lendlease holding in mid-June when it became a substantial shareholder. On the same day, fund managers Allan Gray and HMC Capital dropped below the 5% threshold following a years-long campaign. The money managers were among a chorus of investors that also included John Wylie’s Tanarra Capital and superannuation giant Aware Super, that drove a high-profile campaign in 2024 demanding a strategic overhaul, board renewal and asset divestments. Lendlease’s solution was to create a so-called capital release unit that would ring-fence $4.5 billion of assets that were earmarked for sale. The proceeds were intended to pay down debt, return capital to shareholders and refocus the company’s core investment, development and construction units. But those efforts have failed, with the unit sucking in capital rather than releasing it. New chief executive Nick O’Neil, who started in the role on Monday, now faces an enormous challenge. Lendlease appointed the former head of Australian real assets at AustralianSuper in June, going outside its own ranks for the first time since 2002. “For the patient investors, there could in theory be a path to an improved balance sheet, with the new, external CEO ... potentially casting a fresh set of eyes on the company,” said Morgan Stanley (NYSE: MS) analyst Simon Chan. “This upside must admittedly be balanced with the earnings unpredictability of the stock, which, as our revised forecasts highlight, could face a rather volatile two or three years.” Allan Gray had increased its stake to 8.3% earlier this year, cementing its position as Lendlease's largest shareholder. But the fund manager cut that holding back to 7.2% in April for less risky investment elsewhere. “The degrading [net tangible asset] and lack of profitability means the risk reward looks different to what it did two years ago,” said Allan Gray's Suhas Nayak at the time. “That warranted some adjustments.” A month later, Allan Gray's stake dropped below the 5% substantial shareholder threshold. The fund manager declined to comment on Wednesday on whether it still held the stock.

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8/25/2026

Ain Holdings Adopts Poison Pill to Block Oasis Management From Increasing Stake

BigGo Finance (08/25/26)

Ain Holdings (TYO: 9627), Japan's largest dispensing pharmacy chain, announced on the 25th that it will introduce a response policy to large-scale share purchases in response to the rapid and substantial accumulation of its shares by Hong Kong-based investment fund Oasis Management. If Oasis, including its joint holders, moves to increase its voting-rights-based stake beyond 22.24%, the company will demand an explanation of the rationale, scrutinize the response, and, if necessary, convene an extraordinary general meeting of shareholders to seek approval for triggering the countermeasure. According to the Large Shareholding Report, Oasis's stake in Ain Holdings reached 22.24% as of August 19. Since it stood at 16.68% as of April 27, Oasis has increased its stake by more than 5.5 percentage points in roughly four months. Oasis currently describes the reason for its stake increase as a "pure investment," but Ain Holdings has pointed out that the information necessary for shareholders to judge the purpose and details of the share acquisition has not been disclosed. The company stated that further share accumulation may occur, and if so, it could have a serious impact on mid- to long-term corporate value and shareholder interests. The specific countermeasure under the policy is dilution through the free allocation of share subscription rights. If a majority of shareholders approve the countermeasure against the stake increase and Oasis does not withdraw its purchase plan, the company will issue share subscription rights to shareholders free of charge to reduce Oasis's voting rights ratio. If Oasis fails to provide an explanation, the same countermeasure can be triggered without going through a shareholder meeting. The effective period of the response policy is set to run until the conclusion of the first board of directors meeting held after the annual general meeting of shareholders scheduled to be held by the end of July 2027. Ain Holdings explained that this measure is intended to demand that Oasis provide the information necessary for shareholders to make informed decisions, to evaluate the proposal at the board level, to engage in negotiations, and to secure the time necessary for shareholders to judge the merits of the large-scale share purchase. Oasis is an investment fund based in Hong Kong with an extensive track record of investing in Japanese companies. It has previously invested in companies such as Toshiba and Kao (4452.T), pushing for improvements in corporate value through dialogue with management and shareholder proposals. The market is aware that the current accumulation of Ain Holdings shares could lead to some form of demand regarding the company's management strategy or capital policy. The countermeasure introduced by Ain Holdings is a type of so-called poison pill, a defensive measure against hostile takeovers and large-scale share purchases that has been adopted by other listed Japanese companies. However, a distinctive feature is that it is designed to respect shareholder will, with shareholder meeting approval required in principle for triggering the measure. The key focus going forward is what demands or proposals Oasis will make to Ain Holdings. While Oasis describes its position as a "pure investment," Ain Holdings has countered that information disclosure is insufficient, and the conflict between the two sides could deepen. Attention will be focused on whether Oasis continues to increase its stake or attempts to pressure management through shareholder proposals. Ain Holdings is the industry's largest player, operating dispensing pharmacies nationwide and expanding its scale through M&A (mergers and acquisitions). The market has speculated that Oasis may demand measures to enhance corporate value, such as a review of the business portfolio, expansion of share buybacks, or a refresh of the management team. Following the announcement on the 25th, the company's share price may experience volatile trading for some time due to assessments of the takeover defense measure and uncertainty over Oasis's next move.

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8/24/2026

Oasis Raises Stake in Kusuri no Aoki Holdings to 15.10%, Signals Shareholder Proposals

BigGo Finance (08/24/26)

Hong Kong-based investment fund Oasis Management has increased its stake in Kusuri no Aoki Holdings (TYO: 3549), according to a change report filed with Japan's Kanto Local Finance Bureau on August 24. The ownership ratio rose 1.05 percentage points from the previous 14.05% to 15.10%. The reporting obligation date was August 17. Regarding the purpose of the shareholding, Oasis explained that it aims to "improve mid- to long-term corporate value through the correction of significant corporate governance deficiencies." The fund stated it plans to submit proposals within the next 12 months concerning matters such as the dismissal of the representative director, the appointment of specific individuals to board positions, and policies related to dividends. Kusuri no Aoki Holdings held its annual general meeting on August 19, where company-sponsored proposals were approved, including the election of 11 directors led by President Hironori Aoki. Oasis had called on other shareholders to vote against the president's reappointment. The conflict between the two parties has intensified since the beginning of this year. Kusuri no Aoki Holdings approved the introduction of takeover defense measures at an extraordinary general meeting on February 17. The measures stipulate that if a party attempts to acquire 20% or more of voting rights without complying with prescribed rules—such as providing sufficient information in advance—the company would consider countermeasures including the free allocation of share subscription rights. Oasis's latest stake increase, while not reaching the threshold that would trigger these defense measures, demonstrates that the fund is steadily expanding its influence as a shareholder. A 15.10% ownership stake far exceeds the voting rights ratio required to exercise shareholder proposal rights. The specific details of the shareholder proposals Oasis has signaled remain unclear at this point, but the fund is clearly positioning itself for confrontation with management on issues including the dismissal of the representative director, board appointments, and a review of dividend policy. Meanwhile, Kusuri no Aoki Holdings successfully passed all company-sponsored proposals at its August 19 annual general meeting, and the current management maintains that it has secured shareholder confidence. M&A activity has been accelerating in the drugstore industry, and Kusuri no Aoki Holdings, as a leading chain based in the Hokuriku region, has become a focal point of industry consolidation. Oasis's moves could extend beyond mere shareholder engagement to potentially influence the company's management strategy itself. Oasis has a track record of investing in multiple Japanese companies and engaging in dialogue with management to pursue corporate value enhancement. Its series of actions regarding Kusuri no Aoki Holdings is seen as part of its strategy as an investor seeking corporate governance reform.

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8/24/2026

Cutifani’s Elliott Links Collide With Race for Woodside Chairmanship

Australian Financial Review (08/24/26) Macdonald-Smith, Angela

Woodside Energy (NYSE: WDS) director Mark Cutifani did not fully alert the oil and gas giant’s board to his involvement in a campaign being mounted by Elliott Management against gold mining giant Northern Star Resources (ASX: NST), complicating efforts to find a successor for chairman Richard Goyder. Cutifani was proposed by the American investment firm as one of six potential directors for Northern Star, concerning others on the Woodside board, according to two people close to the board who requested anonymity to speak freely. At least some Woodside directors were only alerted to Cutifani’s nomination after Elliott named him in an open letter this month. That letter, which named the former Anglo American (LON: AAL) chief executive as one of Elliott’s preferred candidates for the Northern Star board, cited his experience at Woodside as evidence of his governance credentials. A Woodside spokeswoman declined to comment. Cutifani is widely regarded as a lead candidate to replace Goyder when he steps down as chairman before the next annual shareholder meeting. Another Woodside director considered a possible successor is former West Australian treasurer Ben Wyatt, who also sits on the Rio Tinto (ASX: RIO) board. But worries about disclosures to the Woodside board have raised questions about Cutifani’s candidacy. Tony O’Neill, a former Anglo American executive who joined the Woodside board in 2024, resigned last month amid disquiet about his active business relationship with Cutifani through London-based mining advisory Odin. Odin is also a strategic adviser to Chalice Mining (ASX: CHN), a nickel and palladium explorer founded by Goyder’s cousin. In a strongly worded critique to clients, MST Marquee energy analyst Saul Kavonic said Cutifani had “blindsided” Woodside with his involvement in Elliott’s campaign against Perth-headquartered Northern Star. “Given the recent history, one would expect Cutifani would be going out of his way to be more proactive in notifying the [Woodside] board about his outside interests, especially before he agrees to be publicly named in a controversial and high-profile activist investor push,” he wrote. “Any objective outside view can see that Goyder is proving incapable of managing Cutifani and the reputational risks involved here,” Kavonic wrote in a follow-up which questioned how the Woodside board functioned. Cutifani did not respond to requests for comment. Adding further intrigue, Northern Star is chaired by Michael Chaney, Goyder’s predecessor as chairman of Woodside, who has publicly criticized governance aspects of Elliott’s campaign against the mining giant. Elliott, one of the world’s largest and most prominent activist funds, has built a 5.6% stake in Northern Star and has used its position to encourage the company – the largest gold miner with a primary listing in Australia – to offload non-core assets or sell the entire company. The miner has shocked the market several times over the past year by repeatedly cutting its production guidance and warning of cost blowouts on its $1.7 billion Kalgoorlie Super Pit expansion – a project that will double the capacity of its Fimiston processing mill. The run of setbacks wiped $17 billion from its market capitalization over a few weeks in March, and prompted the board to show chief executive Stuart Tonkin the door. Stephen Mayne, a shareholder advocate and a former Australian Shareholders Association consultant, described Cutifani's position as “both interesting and unusual,” pointing to the close links between Chaney and Goyder among the tight circle of directors based in Perth. “Assuming Chaney and Goyder remain as tight as ever as leaders of the Perth directors' club, it is surprising to say the least that Cutifani would allow his name to be associated with the Elliott coup at Northern Star if he harbors ambitions to be anointed by Goyder to succeed him,” said Mayne, adding that it was time for Chaney and Goyder to step off boards. “The performance hasn't been good enough; it's time to give someone else a go and the Perth corporate leadership ranks need to be deepened and broadened because too few have done too much for too many years.” Woodside has not ruled out a new director being appointed to the board with a view to assuming the role of chairman-elect. Meanwhile, Wyatt's position as a candidate to succeed Goyder at Woodside has been confused by his suggestion that he was not in the running when answering a question at a breakfast event in Perth last week. Woodside's expanding presence overseas, particularly in North America with projects in Louisiana and Texas, could attract an international candidate, for instance. “Look, I'm not ...,” he responded, when asked directly whether he was gunning to be the next chair of Woodside, before continuing: “Boards are very good at understanding the skill sets they need, the skill sets they've got, moving people on, bringing people in, and Woodside's going through that process now about what are the skill sets the next chair needs.” People close to the Woodside board said Wyatt had not intended to rule himself out of the process, only to say that the process was continuing. Woodside revealed last month that the process to select Goyder's successor would be led by independent non-executive director Swee Chen Goh. Goh became the first female chairwoman of Shell (NYSE: SHEL) in Singapore in 2014 and sits on the boards of Singapore Airlines (SGX: C6L) and Singapore Power. The company said the board would consider a range of factors “including leadership capability and experience, governance expertise, strategic insight, stakeholder engagement expertise and the capacity to oversee the creation and maintenance of shareholder value by a global company.”

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8/24/2026

H.B. Fuller Rejects Ancora's $1.2 Billion Bid for Adhesive Unit

Reuters (08/24/26) Tripathy, Anshuman

H.B. Fuller (FUL.N) said on Monday its board unanimously rejected Ancora's unsolicited proposal to acquire its Building Adhesives Solutions (BAS) business, arguing that the offer significantly undervalued the unit. In a letter to Ancora, H.B. Fuller said the proposal ignored the unit's growth prospects and lacked key details regarding Ancora's ability to execute the deal. "As key construction end markets recover and benefit from tailwinds such as the data center buildout, we expect BAS to be a significant driver of earnings moving forward," said H.B. Fuller's board chair, Teresa Rasmussen. Earlier this month, Ancora had proposed to buy Fuller's unit for as much as $1.2 billion in cash. Rasmussen added that carving out the BAS business would result in material operating inefficiencies as it shares manufacturing infrastructure with the company's other businesses. A surge in dealmaking activity has fueled campaigns by investors, who push companies to sell their entire business or parts of it, putting boards and management teams under greater pressure. "By rejecting the offer without any engagement, CEO Celeste Mastin and the board have reinforced their proclivity for entrenchment," Ancora's President Jim Chadwick told Reuters. Chadwick added that Ancora could self-finance a transaction, increase its offer and move quickly to address the company's leverage crisis. Ancora also criticized H.B. Fuller's response to the bid, saying it strengthened its case for board changes and claimed there was interest in both the BAS segment and the entire company from other parties.

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8/24/2026

Wendy’s CEO Aims for Chain to Get Back in the Burger Fight

Wall Street Journal (08/24/26) Haddon, Heather

Wendy’s (NASDAQ: WEN) new CEO Bob Wright is pursuing a broad turnaround strategy after acknowledging that the burger chain has lost ground to competitors, including Burger King, which recently reclaimed the No. 2 position in U.S. burger sales. Wright says Wendy’s weakened its value proposition by sacrificing ingredient quality for cost savings, while inconsistent restaurant operations and heavy reliance on promotions have further hurt the brand. His five-point plan focuses on improving food quality and value, restaurant operations, store upgrades, marketing, and digital sales. Wendy’s is also restructuring its leadership team, including hiring former McDonald’s executive Tariq Hassan as chief marketing and customer growth officer. Wright plans to strengthen core menu categories, including burgers, chicken, salads, and Frosty desserts, while reducing dependence on discounts and emphasizing intrinsic value. The company will continue opening restaurants but may close additional underperforming locations to improve franchisee portfolios. Wright also faces pressure from Nelson Peltz’s Trian Fund Management, a major shareholder exploring strategic options, including a potential privatization. Wright says management and the board are aligned on diagnosing Wendy’s challenges and executing the turnaround.

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8/21/2026

Carl Icahn Lowers Stake in JetBlue Below the Reporting Threshold

Seeking Alpha (08/21/26) Schultz, Clark

Carl Icahn lowered his active stake in JetBlue Airways Corporation (JBLU) to 3.3% following the sale of more shares. In an U.S. Securities and Exchange Commission filing, Icahn and his associated entities reported that they owned 12,528,346 shares of JetBlue common stock. The filing noted that as a result of the recent transactions, the reporting persons ceased to be beneficial owners of more than 5% of JetBlue's common stock and are no longer subject to the reporting requirements of the SEC's Rule 13d-1(a). Despite the reduction of Icahn's stake in the airline company, he is still the largest holder of shares that is not an asset manager such as BlackRock (BLK) or Vanguard. Icahn began buying JetBlue shares in January of 2024, building a position for what he said was an "attractive investment opportunity." His stake went as high as 9.9%, and he landed two of his representatives on the JetBlue board.

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8/21/2026

New Oklahoma Proxy Advisory Law Faces Federal Court Challenge

Journal Record (OK) (08/21/26) Crumbacher, Katrina

Set to go into effect in November, an Oklahoma law concerning proxy advisory transparency for shareholders may be delayed or halted altogether depending on the outcome of a challenge in federal district court. Institutional Shareholder Services has sued Oklahoma over House Bill 4429, which requires such firms to clearly disclose to their Oklahoma clients whether their recommendations, if against corporate advice, are based on “written financial analysis.” “Proxy advisors in their benchmark policies have recommended votes based on environmental, social, or governance investing; diversity, equity, or inclusion; and social credit and sustainability scores,” the law read. “Proxy advisors have not conducted financial analyses before making these recommendations, despite having proxy voting policies claiming that the purpose of the policy’s recommendations is maximizing, increasing, or protecting shareholder value.” As written, failure to comply with the law would constitute a deceptive trade practice, authorizing Oklahoma’s attorney general to investigate and allowing any aggrieved parties to sue for relief. House Speaker Kyle Hilbert, R-Bristow, and Sen. Julie Daniels, R-Bartlesville, fronted the bill, which passed both legislative chambers with ease. Only Democrats and three Republicans voted against it. HB 4429, known as the Proxy Advisor Transparency Act, was model legislation peddled by Consumers Defense, the policy arm of Consumers’ Research, a conservative consumer protection nonprofit. The bill is modeled on a Texas law passed last year. At least 13 states have followed Texas’ lead, but so far, only Oklahoma, Kansas and Indiana have successfully managed to pass the bill through their state legislatures. “Over the past year, three federal courts have granted preliminary injunctions against similar laws in Kansas, Indiana and Texas,” Institutional Shareholder Services said in a statement, “and we strongly believe a similar result is warranted in Oklahoma.” Institutional Shareholder Services, an international investment management firm with more than 40 years of history as an industry leader, called the requirements Oklahoma’s HB 4429 imposes “onerous.” “As it has in other states, ISS is challenging the constitutionality of a new Oklahoma statute aimed at undermining its business by burdening its ability to speak freely on matters of corporate governance,” the statement read. “ISS refuses to back down from overreaching, unconstitutional attempts by state governments to violate free speech and distort the free flow of information to institutional investors.” According to market data, Institutional Shareholder Services and Glass Lewis, another major proxy advisory firm, control roughly 90% of the proxy advisory industry. In an Institutional Shareholder Services’ complaint filed with the U.S. District Court for the Western District of Oklahoma, the firm argued that many issues arise for shareholder votes that do not “lend themselves to financial prediction,” such as voting for or against reelecting a board member who has missed meetings. “The law ignores that different clients ask ISS to give advice based on each client’s own (and often differing) views about the best way to advance shareholder value,” the complaint read. “Moreover, attempting to perform this ‘written financial analysis’ would force ISS to take positions on controversial issues that ISS would not otherwise.”

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