3/11/2026

Green Investors Threaten BP with Legal Action Over Rejected Resolution

Financial Times (03/11/26) Mooney, Attracta

BP (NYSE: BP) is facing a threat of legal action from climate investors who have accused the energy group of “an unprecedented attack on shareholder rights” over its refusal to include a resolution they filed for next month’s annual meeting. The proposal calling on the company to set out strategies for maintaining shareholder value if oil and gas demand declines was filed in January by 16 institutional investors and a group of retail shareholders brought together by FollowThis, a Dutch green investor group. Corporate governance experts told the FT they were unaware of any previous examples of FTSE 100 companies rejecting resolutions that met filing thresholds — as the FollowThis resolution did. The tussle with BP is the second fight FollowThis has had with a big oil and gas company in recent years, and comes after Exxon (NYSE: XOM) sued it in 2024 in a landmark case over environmental, social and governance resolutions. FollowThis Chief Executive Mark van Baal said BP’s move was a sign of how the battle over ESG and shareholder rights was spreading to Europe from the United States, where there has been a crackdown on shareholder resolutions in recent years. “BP is trying to silence its own shareholders rather than answering them,” he said, adding that the company’s refusal to allow the resolution to be voted on at the annual meeting was “an attack on shareholder rights." "This is unprecedented in the UK as far as we know,” he said. “It would have huge implications if BP can get away with it, because then every company can get away with it." A similar resolution at Shell (NYSE: SHEL) had been accepted, van Baal said. FollowThis has filed resolutions at oil companies for years, including six times at BP, where more than a fifth of shareholders backed its 2021 resolution asking for ambitious climate targets. BP, which last year announced a “strategy reset” to retreat from renewables to reprioritize fossil fuels, said its board had “determined, having taken legal advice, that the proposed resolution did not conform to legal requirements." It added that it had “a clear strategy with multiyear targets to drive long-term shareholder value across the cycle,” and remained “fully committed to responsible industry-standard climate-related reporting." BP in 2023 said a Follow This resolution calling for the company to align its targets with the Paris climate agreement was unclear and disruptive. While the resolution was included at the AGM, BP said at the time that the board reserved discretion to table or exclude future resolutions “in light of the particular circumstances of the resolution in question." In a five-page letter to BP that was seen by the FT, FollowThis said the board must consider the 2026 resolution “on its own merits." It called on BP to issue a supplementary notice that would include its resolution, warned that failure to do so could result in the investor group seeking “urgent injunctive relief requiring the company to comply.” It also warned of further legal action and said that calling an extraordinary general meeting at the company was another possibility. Suren Gomtsyan, a corporate governance expert and assistant professor at LSE Law School, said he had “never heard of a previous case where a FTSE 100 company rejected a shareholder resolution proposal." Such proposals were “generally quite rare” in FTSE100 companies, he added, pointing out that shareholders submitting a resolution needed to hold 5% of voting shares, or number at least 100. FollowThis’s resolution met the latter requirement, with the group saying BP had confirmed in January that the relevant threshold for a valid submission had been met. There were few grounds to reject a shareholder proposal, Gomtsyan said, but one category was “defamatory, frivolous or vexatious” resolutions. A resolution filed by a group of pension funds and the Australasian Center for Corporate Responsibility that called for BP to justify its surge in upstream oil and gas spending will go to a vote at the April meeting. BP’s board has called for shareholders to reject it. BP also proposed revoking two green resolutions passed by shareholders in 2015 and 2019, including one that called for the company to disclose how its strategy was consistent with the Paris Agreement.

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3/11/2026

Janus Henderson Rejects Victory Capital Takeover Proposal, Backs Trian Deal

Wall Street Journal (03/11/26) Hart, Connor

Janus Henderson’s (NYSE: JHG) board unanimously rejected an unsolicited takeover proposal from Victory Capital (NASDAQ: VCTR), reaffirming its recommendation that shareholders back a previously disclosed take-private transaction by Nelson Peltz’s Trian Fund Management and venture firm General Catalyst. Victory Capital submitted the proposal last month, offering consideration valued at $57.04 a share, including $30 in cash and a fixed exchange ratio of 0.350 shares of Victory Capital common stock. Janus Henderson said Wednesday the board determined the offer doesn’t constitute a “superior proposal” under the terms of its existing merger agreement, citing significant closing risks and uncertain value. The asset manager said it is uncertain it could obtain the required client consents representing 75% of revenue run rate, citing feedback from clients who indicated they would have reservations about maintaining their relationships with Janus Henderson under Victory ownership. The board also said the transaction could struggle to secure shareholder approval and questioned Victory’s estimate of $500 million in potential synergies, saying the cost reductions implied by that figure could lead to operational disruption, employee departures, and client outflows. Trian and General Catalyst said Wednesday that they remain committed to completing their previously announced all-cash acquisition of Janus Henderson and support the board’s decision to reject the competing proposal. The firms said their $49-a-share deal provides shareholders with “immediate and certain value” and that it is progressing toward an expected closing in mid-2026.

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3/11/2026

Oasis Management Takes Stake in Troubled Nidec, Urges Governance Reform

Nikkei Asia (03/11/26) Obe, Mitsuru

Oasis Management, a Hong Kong-based investor, has acquired a 6.7% stake in Nidec (6594.T), the scandal-hit Japanese motor maker, according to a regulatory filing disclosed on Wednesday, and has demanded the Kyoto-based company undertake a governance overhaul. The filing shows that Oasis obtained 80.3 million shares in Nidec for 178.3 billion yen ($1.12 billion). The company's move came after Nidec disclosed the findings of a third-party committee that has been investigating the company's accounting irregularities. "Oasis believes that Nidec's underlying business remains highly competitive and possesses significant growth potential," it said in a statement. Given the company's technological leadership, broad customer base and extensive global operations, "Oasis believes that Nidec's current share price is significantly undervalued relative to its intrinsic value." Nidec, the world's largest electric motor maker, was once a darling on the stock market, nearly doubling its share price in 2021 alone, as investors hailed the company's expansion from motors for hard disc drives to those for electric vehicles. The company made major investments in China, aiming to dominate the market for EV motors in China. However, the company quickly met with serious Chinese competition and became embroiled in severe price competition. Founder Shigenobu Nagamori, who owns 8.6% of the company and served as CEO until 2024, made scenes in earnings calls, publicly dressing down his executives for failing to improve the company's performance. Widespread accounting irregularities came to the surface last year. In September, the company established a third-party committee to look into the issue. Nagamori resigned as board chairman in December, and that was followed in February by the announcement of his complete withdrawal from running the company. The third-party committee's report said Nagamori was ultimately responsible for the problems, as he applied "considerable pressure" on executives to achieve performance targets. It said Nidec had recognized "legacy liabilities," but the top leader's stance made it difficult for business units and subsidiaries to handle them appropriately. The series of accounting issues "are extremely serious," Oasis said, saying they are "not merely isolated incidents, but rather, structural problems arising within a corporate culture shaped by excessive pressure to meet performance targets and the strong influence of the company's founder." Among the issues cited by Oasis are a lack of ethical judgment among management that effectively tolerated improper accounting, and the failure of outside directors to properly fulfill their oversight responsibilities. Oasis went on to call for strengthening the effectiveness of the board's oversight function, appointing truly independent outside directors, including individuals with particular management and accounting expertise, and establishing a governance structure that does not rely excessively on the influence of a particular individual. It also demanded that Nidec address the responsibilities of current and former directors and executive officers, including Nagamori. "We believe that without a sincere reflection on the failures that occurred, and a proper attribution of responsibility, the company cannot achieve a true and lasting turnaround."

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3/11/2026

Uniform Rental Firm Cintas Expands North America Reach With $5.5 Billion UniFirst Deal

Reuters (03/11/26) Mishra, Savyata

Cintas (CTAS.O) said on Wednesday it had agreed to buy smaller rival UniFirst (UNF.N) in a cash-and-stock deal valued at $5.5 billion, combining two of North America's largest workwear and facility services providers. Cintas has offered a total of $310 per UniFirst share, representing a premium of about 20% to the stock's last close. Shares of UniFirst jumped 7% in early trading while Cintas was down 1.2%. The deal caps a multi-year pursuit in which Cintas made at least three formal approaches since 2022. UniFirst rejected a $5.3 billion bid last year, and, in December, Cintas added a $350 million reverse termination fee to its $275-per-share offer to bring the company to the negotiating table. Cintas is banking on the deal to expand its reach and cut costs by combining delivery routes, plants and supply chains, as it looks to better compete with rivals including Aramark (ARMK.N), which has been expanding its garment and facility service offerings. "Cintas and UniFirst customers will be able to add new products and services from the combined business, which will make our offering more competitive in a dynamic, evolving industry," Cintas CEO Todd Schneider said on a call with analysts. The combined business will serve about 1.5 million customers across the United States and Canada and offer a wider range of uniform, cleaning and first-aid services. Cintas expects savings of about $375 million over four years by reducing overlapping costs in materials, production and service operations. Members of the Croatti family, UniFirst's founders, who control about two-thirds of the voting power, have agreed to vote in favor of the acquisition and will retain an ownership stake in the combined company. Engine Capital, which owns roughly 3.2% of UniFirst, had mounted a proxy fight last year urging the company to pursue a sale. The investor was unable to win board seats because of the dual-class voting structure. On Wednesday, it called the Cintas deal "the right transaction, at the right price, with the right partner." The deal is expected to close in the second half, subject to regulatory and UniFirst shareholder approvals.

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3/10/2026

BlackLine Settles with Engaged Capital, Lets Strategic Committee Lay Groundwork for Sale

Reuters (03/10/26) Herbst-Bayliss, Svea

BlackLine (BL.O) said its strategic committee can lay the groundwork for a potential merger or sale, a move some of the software maker's investors have pushed for, according to a regulatory filing made late on Tuesday. The committee can "explore, evaluate, consider, review, negotiate and, as appropriate, recommend to the board for approval a potential business combination transaction or other similar strategic transaction involving the Company," according to the charter for the strategic committee. The charter was released in an 8K filing after the market close. Earlier on Tuesday, the company announced it had reached an agreement with hedge fund Engaged Capital after the investor had signaled two months ago that it would try to add new directors to the board who would be able to pursue strategic options, including a possible sale, Reuters reported in January. BlackLine named Storm Duncan, a technology-focused investment banker who was proposed as a director by Engaged, and Megan Prichard, an Uber (UBER.N) executive who has experience with companies in disruptive technologies and high-growth industries, as new board members. Duncan will be one of four directors to sit on the strategic committee along with Scott Davidson, Gregory Hughes, and David Henshall, BlackLine's lead independent director and chair of the strategic committee. "Storm's skillset will be additive to the strategic committee, which has been, and continues to be, empowered to evaluate strategic transactions involving the company," Henshall said. BlackLine has a market value of $2.15 billion and its stock price has tumbled 33% since January to close at $36.16 on Tuesday. Software companies including BlackLine saw their stock prices tumble several weeks ago amid growing fears that artificial intelligence will pose business risks to the sector. Last year, Reuters reported that SAP (SAPG.DE), Europe's largest software provider that has a strategic partnership with BlackLine, offered to buy the company for nearly $4.5 billion but was rebuffed. Engaged, which is run by Glenn Welling, has been in business for more than a decade and has pushed for changes at a number of firms, including Envestnet and New Relic, which eventually put themselves up for sale.

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3/10/2026

Ortelius Advisors, L.P. Calls for Surgery Partners Leadership Change

Investing.com (03/10/26)

Ortelius Advisors, L.P. disclosed that it has sent an open letter to Surgery Partners, Inc. (NASDAQ: SGRY) stockholders calling for significant changes at the healthcare company, according to a press release statement. The investor cited Surgery Partners’ stock decline of 67% over five years through March 9, underperforming market indices by 108 percentage points. The company trailed peers HCA Healthcare, Inc. (NYSE: HCA) and Tenet Healthcare Corporation (NYSE: THC) by 276 and 413 percentage points respectively over the same period. Recent performance has been equally troubling, with the stock down 44% over the past year and nearly 38% over six months, according to InvestingPro data. The platform’s analysis suggests the stock is currently undervalued based on its Fair Value assessment. Ortelius proposed multiple strategies including divesting all surgical hospitals, which it said could generate billions of dollars for stock repurchases and debt reduction. The firm suggested the remaining ambulatory surgery centers business would exhibit stronger revenue growth and higher EBITDA margins. The letter stated Surgery Partners’ one-year return was negative 45%, compared to positive 66% for HCA Healthcare and positive 89% for Tenet Healthcare. Over three years, Surgery Partners declined 58% while HCA Healthcare gained 121% and Tenet Healthcare rose 338%. With a market capitalization of $1.72 billion and a high beta of 1.94, the stock has exhibited significant volatility. While the company posted a loss of $0.61 per share over the last twelve months, analysts forecast a return to profitability in 2026 with earnings of $0.62 per share. Ortelius called for board refreshment, new management, and a review of strategic alternatives. "The Company’s Board of Directors and management team, who have spearheaded the vast destruction of stockholder value, must be held accountable," the letter stated. Peter DeSorcy, Managing Member of Ortelius Advisors, signed the letter. The firm describes itself as a research-intensive, fundamental-based, activist-oriented alternative investment management firm focused on event-driven opportunities. Surgery Partners operates surgical facilities and ambulatory surgery centers. The company has not publicly responded to Ortelius’ letter. For investors seeking deeper insights, Surgery Partners is among the 1,400+ US equities covered by comprehensive Pro Research Reports, which transform complex financial data into actionable intelligence.

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3/10/2026

Carmignac to Support Palliser’s LG Chem Campaign

Bloomberg (03/10/26) Baigorri, Manuel

Carmignac Gestion is supporting a campaign by Palliser Capital to try to improve corporate governance and boost shareholder value at South Korea’s LG Chem Ltd (KRX: 051910). “Chronically undervalued” LG Chem has underperformed peers and Seoul’s Kospi benchmark over the past decade and trades at a discount of about 75% to net asset value, according to the Paris-based fund manager. Palliser has filed resolutions for LG Chem’s annual general meeting on March 31, including a call for a clearer monetization strategy for its 79% stake in battery maker LG Energy Solution Ltd. It marks the first time Carmignac has publicly backed an activist’s AGM proposals. Palliser submitted its proposal in February along with a letter to LG Chem’s board highlighting shortcomings that it said have led to an erosion of trust. In a presentation Monday, Palliser founder and Chief Investment Officer James Smith said LG Chem has taken some initial steps in the right direction but the actions are too limited to deliver meaningful reform. If LG Chem committed to lowering its LG Energy Solution stake and use the proceeds for a buyback or similar action, its NAV discount might drop toward the roughly 50% average in the Korean market, boosting its stock price and value, according to Carmignac. South Korea — like Japan — is seeking to improve corporate governance and shareholder returns, targeting companies with low price-to-book ratios and weak returns on equity. This AGM season will show if the reforms are making a meaningful dent in the country, where such meetings have long been procedural, dominated by controlling shareholders and marked by dissent. Carmignac said there have been improvements in Korean corporate governance, but its attempts to engage LG Chem have been unsuccessful. LG Chem’s shares have risen 27% in the past 12 months, valuing the company at about $15 billion, while LG Energy Solution is up 5% and has a market cap of $58 billion. The Kospi has surged more than 115% in the past year. “LG Chem’s persistent discounted valuation stands out in a market where conglomerate discounts have narrowed materially,” Naomi Waistell, emerging markets fund manager at Carmignac, said in a statement. “Greater discipline in capital allocation, clearer strategic execution and strengthened governance would improve investor confidence and support a meaningful re-rating.” Founded in 1989 by Edouard Carmignac and Eric Helderle, Carmignac has about €41 billion ($48 billion) in assets under management. Its investment strategies include equity, fixed income, diversified, alternatives and private assets. It employs almost 300 people across seven offices in Europe.

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