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8/13/2026

Northern Star Snubs Elliott Investment Management With New Board Appointment

Australian Financial Review (08/13/26) Wembridge, Mark

Northern Star Resources (ASX: NST) has appointed Jetstar’s former finance chief Terry Bowen to its board in an apparent snub to United States fund Elliott Investment Management and its push for the gold miner to freshen up the top table with experienced industry operators. The appointment marks an escalation in the squabble between Northern Star, headed by veteran chairman Michael Chaney, and Florida-based Elliott, the fund founded by billionaire Paul Singer that has built a reputation for successfully agitating for change at its targets. Bowen will quit his role as president of Rokt, a global e-commerce technology company headquartered in New York, at the end of August, and return to Australia full-time to take up his seat on the gold miner’s board on September 1. He has mining industry experience, having served as a director at BHP (ASX: BHP) from 2017 to 2023. He was also on the board of infrastructure group Transurban (ASX: TCL), conglomerate Wesfarmers (ASX: WES), and supermarket giant Coles (ASX: COL). Bowen will chair Northern Star’s audit and risk committee, replacing the departing John Fitzgerald. Among his other roles, Bowen is a senior advisor to private equity group BGH Capital in Melbourne and on the board of Perth-based AFL team West Coast Eagles. “Terry brings tremendous experience spanning financial and management reporting, capital management and allocation, treasury, risk management, and M&A,” said Chaney in a statement. “His recent executive experience in a global technology business also gives him valuable perspective on the role of artificial intelligence, which will be of real benefit in view of the emerging importance of AI applications in the resources industry.” The move comes a day after Elliott escalated its campaign to force change at the underperforming Northern Star by presenting shareholders with a slate of its preferred new directors. The list included Mark Cutifani, former boss of multinational mining giant Anglo American (LON: AAL), and Graham Shuttleworth, ex-chief financial officer of Canada’s Barrick Mining (TSE: ABX). By using derivative contracts, Elliott has built a 5.6% stake in Northern Star that it is using to encourage other shareholders to push the Chaney-led board to consider sweeping changes, including the potential sale of assets or the company as a whole. The gold miner has seen billions of dollars of shareholder value erased over the past year after a series of operational setbacks and production downgrades. The problems prompted the board to remove Stuart Tonkin as chief executive and replace him with Glencore executive Suresh Vadnagra, who will take over in October. Although Chaney and the Northern board have said they are interacting with Elliott – including taking a group from the hedge fund on a personalized tour of its flagship Super Pit in Kalgoorlie-Boulder last week – the miner has pushed back against many of the U.S. firm’s suggestions.

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8/13/2026

KT&G Treasury Share Donation Lawsuit: Court Rules 'Friendly Stake' Language Alone Doesn't Prove Defense of Management Control

BigGo Finance (08/13/26)

Flashlight Capital Partners (FCP) has lost the first trial of a shareholder derivative lawsuit filed against former KT&G (KRX: 033780) directors. The Daejeon District Court's 11th Civil Division (Presiding Judge Lee Jae-eun) ruled on the 12th in favor of the defendants, dismissing the damages claim brought by Agnes, an FCP special purpose company (SPC), against 18 former KT&G directors. FCP had argued that KT&G directors donated treasury shares to scholarship foundations and employee welfare funds either free of charge or at below-market prices to defend management control and maintain their grip on the company. Treasury shares carry no voting rights, but once donated to foundations, those voting rights are revived and can be exercised in ways favorable to incumbent management, such as supporting the reappointment of registered directors. FCP contended that such treasury share disposals diluted the voting rights of all shareholders and constituted a breach of fiduciary duty that caused harm to the company for the private benefit of management. The scope of the lawsuit was narrowed to four board resolutions passed between 2015 and 2019. During this period, 681,123 treasury shares were disposed of, representing approximately 0.5% of shares outstanding at the time. Accordingly, the claim amount was reduced from the initially reported figure of over 1 trillion won (approximately $706.6 million) to 69.8 billion won (approximately $49.3 million). The court rejected all of FCP's arguments. The bench stated that "there is insufficient evidence to establish that KT&G's treasury share disposals were substantively carried out for the purpose of defending or strengthening management control." The court noted that the board's treasury share disposals had been conducted as a matter of practice for over 20 years, and that even accepting FCP's argument, the four most recent disposals represented only 6% of the total shares disposed (10.85 million shares)—a negligible scale. The court reasoned there was no basis to treat the post-2015 board resolutions any differently. The court also pointed out that the disposals amounted to only 0.5% to 2.4% of KT&G's pre-tax profit at the time, making it difficult to conclude the company suffered harm. FCP countered that the company could have used cash instead of donating treasury shares, which dilute other shareholders' voting rights. However, the court rejected this argument, stating that "determining the means and proportion of financing for business operations clearly falls within the scope of management discretion." The court added that while treasury share donations may be less advantageous than cash donations from a corporate tax perspective, they offered the benefit of achieving the same effect with a smaller contribution given the company's financial position and distributable profits. The court also ruled in favor of KT&G's board regarding the board meeting minutes, which represented the most direct physical evidence in the case. The minutes of the October 2015 KT&G board meeting—which served as the basis for the January 2016 disposal—reportedly contained the phrase "securing the company's core friendly stake" as the rationale for the treasury share disposal proposal. However, the court ruled that this language appeared only once and that its meaning could not be interpreted solely as a management control defense motive. The court found there was "ample room to interpret it as an intent to maintain a continuously close and amicable relationship." The court also sided with the defendants regarding voting records showing that scholarship foundations that received treasury shares voted in favor of KT&G board proposals and against shareholder proposals at general meetings. The court determined that if no significant issues were identified with sitting directors, it was not particularly unusual for such foundations to vote in favor of board-recommended agenda items over minority shareholder proposals. The ruling is notable in that the court recognized broad discretion for the practice of donating treasury shares to public-interest foundations friendly to management, either free of charge or at below-market prices. With the court refusing to treat even the phrase "securing a friendly stake" in board minutes as direct evidence of a management control defense motive, observers expect the bar for activist funds to prove intent in similar lawsuits to rise significantly. The ruling allows KT&G to put to rest, at least for now, the legal uncertainty surrounding its treasury share donations that has persisted for years. A KT&G representative said the company "respects the court's ruling that the former directors' decision-making was lawful." An FCP representative said the fund "will review whether to appeal."

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8/13/2026

Oasis Management Lifts Stake in AEON Financial Service Above 10%

TipRanks (08/13/26)

AEON Financial Service (TYO: 8570) has disclosed a change in one of its major shareholders following the filing of an amended large shareholding report with the Kanto Local Finance Bureau. The notice underscores the company’s adherence to disclosure rules for significant equity movements, a key governance practice for Prime Market-listed firms watched closely by institutional and retail investors. Hong Kong-based Oasis Management Company Ltd., an asset manager for clients and funds, increased its stake in AEON Financial Service to 10.81% of total voting rights, up from 9.80%. While the company says the change stems solely from Oasis’s filing and reports no immediate impact on its business outlook, the higher ownership by a fund may sharpen investor focus on AEON’s capital allocation, strategy, and shareholder returns over time. The updated figures show Oasis holding 233,243 voting rights, equivalent to 23,324,348 shares, based on AEON’s issued share count adjusted for treasury stock as of February 28, 2026. AEON notes that it has not independently verified the actual beneficial ownership and therefore does not state Oasis’s ranking among major shareholders, leaving some room for market interpretation of the shareholder’s influence on future corporate decisions.

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8/12/2026

Japan's Toho Faces Court Test of Poison Pill Tactic Against Activists

Reuters (08/12/26) Yamazaki, Makiko

Singapore-based hedge fund 3D Investment Partners sought a court injunction on Thursday to block Japanese drug wholesaler Toho Holdings' (8129.T) takeover defense, challenging the growing use of 'poison pill' strategies against investors. The request to the Tokyo District Court could test whether companies can deploy such defenses against activist shareholders who are not seeking control in Japan, the world's second-largest market for activist campaigns after the United States. Toho's largest shareholder, 3D is seeking to raise its stake to 27% from 24%, but faces a poison pill provision that would trigger a discriminatory warrant issuance designed to dilute its holding if it acquires additional shares. Shareholders backed Toho's proposal authorizing the measure with 54.7% support at the annual general meeting in June. In a statement, 3D said it had no intention of acquiring management control, as a 27% stake falls short of a level Toho has said would confer effective veto power. Therefore the prerequisite for triggering the measure, a threat to management control, does not exist, it said. Toho, however, told shareholders ahead of the June meeting that a stake of 27% would allow 3D to exert significant influence over management and potentially pressure it to prioritize short-term gains. On Thursday, the company declined to comment, saying it had not received any documents related to 3D's petition. Japan's anti-takeover defenses were once dominated by "pre-warning" poison pills adopted before a specific bidder emerged, but their use waned after governance reforms under former Prime Minister Shinzo Abe boosted scrutiny of shareholder voting. More recently, however, contingency-based poison pills targeting specific investors have increasingly been used. Advisory firm IR Japan says a record of 10 such measures were adopted last year, often to prevent activist funds from raising stakes beyond roughly 20%, a level some companies argue can confer significant influence. Government takeover guidelines permit poison pills aimed at giving shareholders time and information to assess a buyout bid. However, critics say that such measures used against investors who are not seeking control risks entrenching management and undermining efforts to boost corporate governance. Allowing such defense measures could weaken the disciplinary pressure on management from capital markets, said Manabu Matsunaka, a professor at Nagoya University Graduate School. "If management is confident its own strategy is right, it should devote its resources to explaining that strategy to shareholders, rather than seeking support for defense measures," he said.

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8/12/2026

Elliott Investment Management Names Candidates for Board of Northern Star

Bloomberg (08/12/26) Hunt, Paul-Alain

Elliott Investment Management LP has suggested six candidates for the board of Australia’s biggest gold miner Northern Star Resources Ltd. (ASX: NST), stepping up its campaign to improve the company’s performance. Mark Cutifani, former chief executive officer of Anglo American Plc (LON: AAL), and Graham Shuttleworth, former chief financial officer of Barrick Gold Corp. (NYSE: B), were among those named by Elliott on Wednesday. The miner should appoint these candidates to oversee an “objective, thorough strategic and operational review,” Elliott said in an open letter. Its release comes a week before Northern Star’s full-year results are unveiled on Aug. 20. The other board candidates put forward are Susan Corlett, former Investment Director at Pacific Road Capital; Paul Graves, former CEO of Arcadium Lithium Ltd. (NYSE: ALTM); Mick McMullen, an ex-CEO of Metals Acquisition Corp. (NYSE: MTAL); and Peter Rozenauers, a former managing partner at Orion Resource Partners. Northern Star has repeatedly lowered its production guidance over the past year as issues at its Kalgoorlie processing plant in Western Australia constrained production and weighed on its performance relative to peers. Elliott has amassed a 5.6% stake in the company since launching its campaign against the miner in June, when it called for the potential sale of the business and a new CEO with operational and turnaround experience. A month later, Glencore Plc’s (LON: GLEN) head of nickel and zinc, Suresh Vadnagra, was appointed to the role, to replace outgoing CEO Stuart Tonkin on Oct. 5. “We have recruited a broad and complementary pool of candidates because we believe the scale of change required is significant,” Elliott said in the letter. “A company with assets of this caliber should be among the sector's strongest performers. Yet over the past several years, Northern Star's total shareholder return has severely lagged that of its peers,” it added. Sydney-listed shares in Northern Star closed 0.7% higher on Wednesday. A spokesperson for the company did not immediately respond to a request for comment.

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8/12/2026

Ashland Explores Sale as Private Equity Giants Circle

Personal Care Insights (08/12/26) Meintjes, Mieke

Specialty cosmetic ingredient manufacturer Ashland (NYSE: ASH) is exploring a possible sale as other beauty companies and private equity firms are prospecting its specialty cosmetic ingredients portfolio. Following the news, the company’s stock jumped 6%. The move comes after months of pressure from investors, who have been pushing the chemical maker to put itself up for sale. Ashland is now reportedly collaborating with two major banks, Citigroup (NYSE: C) and Lazard (NYSE: LAZ), to help it manage the sales process, according to Bloomberg. The company is also currently in talks with both strategic buyers and financial investors, according to sources close to the matter. While discussions are ongoing, there is no guarantee that a deal will go through. Ashland has a current market value of approximately U.S.$3.5 billion. Several large private equity groups have reportedly made contact with the company, including Apollo Global Management, Carlyle Group, and Advent International — the powerhouse behind Olaplex (NASDAQ: OLPX), Laura Mercier, and most recently, Salt & Stone. Moreover, Standard Industries (NSE: SIL), which is already one of Ashland's biggest shareholders, has also expressed interest in a potential deal. News of the potential sale follows prolonged pressure from investor groups. At the beginning of June, Ancora Holdings publicly announced that it had a significant stake in Ashland and was pushing for a sale. At the time, the firm estimated a sale could boost the share price by 30%, believing the company’s value strategy wasn’t aggressive enough. By late June, a second firm, Cruiser Capital Advisors, also began pushing Ashland’s board to pursue a sale. Both investors reportedly threatened proxy fights if the company did not make tangible progress toward a sale by September, when the company holds its director nominations. Ashland supplies specialty ingredients for personal care and other consumer markets. At the end of July, Ashland announced it reached a “cooperation agreement” with Ancora Holdings. As part of the agreement, Ashland expanded its board by appointing two new directors effective immediately and created a capital allocation committee. “The newly formed capital allocation advisory committee will support and make recommendations to the board regarding the company’s capital allocation approach and strategic planning,” Ashland’s notice reads. In Q3, Ashland’s sales rose 7% year-over-year to U.S.$497 million. The company said it achieved volume gains across all four business units, with the Personal Care segment a standout performer. The segment delivered U.S.$155 million in sales, marking a 5% increase, driven by growth in skin care, biofunctional actives, and microbial protection. The company’s adjusted EBITDA slipped 4% to U.S.$109 million. The figure was weighed down by lingering operational challenges, inflation-related cost pressures, and higher incentive compensation costs. Earlier this year, Ashland also announced that it was adjusting its pricing strategies amid the Iran War. Despite citing some operational hurdles, the company’s cash generation remained relatively healthy in Q3 with U.S.$103 million in ongoing free cash flow and net leverage sitting at 2.4 times, in line with its long-term target. Days after the results were posted, Ashland’s board declared a quarterly cash dividend. The move comes on the heels of the capital allocation advisory committee’s formation, indicating that it is already donning responsibilities, including overseeing cash returns to shareholders.

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8/12/2026

M3 Shares Surge After Oasis Management Discloses 5 % Stake

Investing.com (08/12/26) Nair, Roushni

M3 Inc (TYO: 2413) shares surged on Wednesday after Oasis Management disclosed a 5% stake in the Japanese healthcare technology company, raising expectations that the fund could push for changes to improve shareholder value. M3 shares jumped 7.22% to ¥1,649, sharply outperforming the Nikkei 225, which rose 0.58%, with unusually high trading volume. The disclosure puts Oasis above the 5% threshold that requires investors in Japan to file a large-shareholding report, giving the fund a more prominent position from which to engage with M3's management and other shareholders. Oasis Management has built a reputation in Japan as an investor, often engaging companies where it sees scope to improve capital allocation, governance or operational performance. M3 operates healthcare technology businesses spanning medical information, clinical research, medical recruitment and other services. Its platform connects healthcare professionals with pharmaceutical and medical companies and has made the group one of Japan's larger listed healthcare technology companies. The new stake comes as investors continue to assess M3's strategy and capital allocation. A meaningful activist position can increase pressure on companies to improve shareholder returns, particularly where investors believe the market is not fully reflecting the value of underlying businesses.

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8/12/2026

Cevian Increases Smith & Nephew Holding to 14.21% of Votes

Stock Titan (08/12/26)

Smith & Nephew plc (NYSE: SNN) reports a major holdings notification from Cevian Capital II G.P. Limited. Cevian, through Cevian Capital II Master Fund L.P. and Cevian Capital II Co-Investment - Series P L.P., now holds 14.214414% of Smith & Nephew’s voting rights, representing 119,179,419 voting rights attached to shares. The holding via Cevian Capital II Master Fund L.P. is 13.014856% and via Cevian Capital II Co-Investment - Series P L.P. is 1.199558%. This reflects an increase from a previously notified aggregate holding of 14.010786%. The legal owner of the shares is Aurora Nominees Limited, holding on behalf of UBS AG as custodian. Cevian Capital II G.P. Limited states that no new notification threshold has been crossed and that the notification is made for transparency purposes. No voting rights are held through financial instruments.

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8/12/2026

Ethan Allen Challenged by Douglas Bergeron

CT Insider (08/12/26) Turmelle, Luther

An internal struggle has begun for control of Ethan Allen Interiors (NYSE: ETD). An investor has notified the federal U.S. Securities and Exchange Commission (SEC) that he is proposing an alternative slate of candidates to challenge the board of director at the home furnishings giant. Douglas Bergeron has 5% of the company's voting shares in his control and SEC regulations require that the commission be notified when an individual reaches that stock ownership threshold and plans to influence or control the company. He made his SEC filing Wednesday. Bergeron has nominated himself and five other individuals to serve on the board. In a press release issued Wednesday, Ethan Allen officials confirmed that they had received Bergeron's board nominations. "The Board and its Corporate Governance, Nominations and Sustainability Committee will review the proposed director nominees and present the Board’s recommendation regarding director nominees in the Company’s definitive proxy statement, which will be filed with the SEC and mailed to all Ethan Allen shareholders eligible to vote at the 2026 Annual Meeting," company officials said in a statement. The annual meeting date for the company's 2026 annual meeting has not been set yet. The meeting is typically held in early November. Bergeron is president of DGB Investment, a privately held diversified investment firm. He is the former chief executive officer of New York City-based VeriFone, a company that provides point of sale electronic devices, according to the SEC filing. In his filing, Bergeron described Ethan Allen's shares as undervalued and said the company's business is "behaving like a melting ice cube." "And melting ice cubes eventually disappear," his written statement that was with the filing said in part. "I believe the Company has the potential to triple shareholder value over the next three years. The obstacle to growth is not the brand or the underlying business; it is the governance and leadership overseeing it." Bergeron said Ethan Allen’s current board "has allowed the company to stagnate and shrink under the same leadership that has failed to deliver meaningful growth for nearly two decades." "The Company has only paid lip service to shareholder demands for investment in innovation, modernization and the digital capabilities needed to compete in today’s growing luxury furniture market," his statement said in part. "The result is a business whose revenue has declined for two decades, shrinking while competitors have taken market share and grown into multi-billion-dollar platforms." Bergeron's filing came a week after Ethan Allen announced fourth quarter and full year fiscal 2026 earnings on July 29 that were down from the previous year. Fourth quarter earnings for company were $11.75 million, down from $12.27 million during the same period a year ago. Bergeron touted how he led a $50 million buyout of VeriFone from computer giant Hewlett-Packard in 2001and spent 12 years at its chief executive officer. During that time, according to Bergeron, VeriFone revenue grew from less than $300 million to more than $2 billion. Bergeron said Ethan Allen's existing board has failed to spend adequately on marketing. He said that increased marketing of the brand and improving the company's technology could be "funded by reducing non-core costs and distractions, including the continued operation of a hotel." Ethan Allen has operated the 193-room hotel next to its headquarters in Danbury since 1974. The company uses the hotel as a physical showroom and live marketing showcase for its home furnishings. Every guest room and suite in the hotel has Ethan Allen's custom furniture, mattresses, and decor. Bergeron said unlike Ethan Allen, the company's rivals in the premium furniture sector - such as Williams-Sonoma (NYSE: WSM) and Arhaus (NASDAQ: ARHS) - "have continually reinvented themselves to meet the needs of changing customers and, in the process, built multibillion-dollar platforms." "These peers have grown by reinvesting in brand, digital capabilities, elevated store experiences, customer acquisition and omnichannel execution – and by executing those investments with discipline, creativity and urgency," he said. In addition to Bergeron himself, his other board nominees are: Anna Brockway, a co-founder and former president of the luxury vintage home furnishings brand Chairish; Kristine Miller, who most recently served as chief strategy officer for eBay (NASDAQ: EBAY); Steve Oblak, who is a former chief commercial officer for online furniture retailer Wayfair (NYSE: W); Lindsay O'Reilly, currently an executive advisor to PricewaterhouseCoopers LLP and Stefanie Tsen Ward, who most recently served as chief integrated retail and customer officer at Neiman Marcus Group. The company said in an SEC filing in February that it had cuts its workforce by five percent over the past year. It had 3,149 employees at the end of 2025, which represented Ethan Allen's fiscal 2026 first half. That workforce total represented a decline of 169 workers from the end of 2024.

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