5/28/2026

Curb on Shareholder Rights Will Hurt Retail Investors Not Activists, Says Oasis

Japan Times (05/28/26) Sano, Hideyuki; Taniguchi, Takako

Japan’s plan to tighten a threshold for shareholder proposals would hurt retail investors while having little impact on institutional activist investors, according to Seth Fischer, the founder of Oasis Management. The government floated a plan in March to raise the bar for exercising shareholder proposal rights to those holding at least 1% of voting rights, from the current threshold of 300 voting rights. A similar proposal was also made by some lawmakers from the ruling Liberal Democrat Party in May. Most activist shareholder proposals are submitted by investors holding more than 1% of voting rights, Fischer said, adding that Oasis typically holds stakes of 5%, 10%, 15% or even 20% when making proposals. The fund’s disclosed investments in Japan total ¥1.7 trillion ($10.7 billion), data shows. “It is designed so that only rich people or only funds should have a say and not individuals,” Fischer said in an interview Wednesday. “I don’t like it.” The move comes amid concerns in Japan’s business community that current rules enable “abusive” shareholder proposals because only a small investment is needed to gain proposal rights. Debate is intensifying, with the LDP holding a panel meeting this week on the issue. Oasis — one of Japan’s most active investors, with disclosed stakes in 35 domestic companies including Kao (TYO: 4452) and Nidec (TYO: 6594) — has stepped up campaigns ahead of next month’s annual shareholder meeting season. The Hong Kong-based hedge fund submitted shareholder proposals at Kyocera (TYO: 6971), seeking the removal of Chairman Goro Yamaguchi and ¥350 billion in share buybacks for the fiscal year ending March 2027. It has also proposed the removal of Kadokawa (TYO: 9468) President Takeshi Natsuno and urged Tokyo Steel Manufacturing (TYO: 5423) shareholders to vote against the reappointment of President Nobuaki Nara. While shareholder proposals from activists and other investors are usually voted down, they have attracted growing support in recent years. At Kao’s extraordinary shareholder meeting in April, Oasis won 30% support for a proposal urging the company to investigate supply-chain risk management systems. Some institutional investors, including Norway’s sovereign wealth fund, backed the proposal. Oasis holds 12.5% of Kao’s voting rights.

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5/28/2026

Fertitta-Owned Firm to Buy Caesars Entertainment in Nearly $18 Billion Leisure Push

Reuters (05/28/26) Tripathy, Anshuman

Caesars Entertainment (CZR.O) said on Thursday it will be bought out by Tilman Fertitta-owned firm in a $17.6 billion deal, as the hospitality billionaire looks to expand his leisure empire. The deal, which will take one of the Las Vegas Strip's most prized casino operators private, includes about $11.9 billion in assumed debt, the company said. Shares of the casino operator rose 2.5% in premarket trading and have gained about 16% since the deal was first reported in February. Fertitta, the U.S. ambassador to Italy and San Marino and owner of Fertitta Entertainment, offered $31 per share — a nearly 50% premium to the stock's closing price before the deal was first reported. Top executives, including CEO Tom Reeg and CFO Bret Yunker, are expected to stay on. The deal includes a "go-shop" period through July 11, allowing Caesars to consider and negotiate alternative proposals. Fertitta Entertainment, which owns the Golden Nugget Hotel and Casinos and basketball team Houston Rockets, had approached Caesars in 2018 about merging it with his own gaming empire, Reuters had reported. Through his restaurant and hospitality company, Fertitta owns more than 600 properties in 36 states and over 15 countries, including casual dining brands such as Rainforest Café and Bubba Gump Shrimp. Caesars combined with smaller rival Eldorado Resorts in 2020 to form one of the biggest casino and entertainment companies in the United States — a deal set in motion after Carl Icahn built a stake a year before and pushed the company to pursue a sale. Caesars controls more than 50 casinos across North America, including Caesars Palace, Harrah's and Eldorado. It also runs a retail and online sports-betting app. The company faces mounting pressure as fewer visitors to Las Vegas — its core market — dent revenue at resorts, hotels and casinos, while its online betting arm trails larger rivals like FanDuel and DraftKings and faces growing competition from prediction markets.

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5/28/2026

Korea to Require Digital Shareholder Meetings for 210 Top Companies

Korea Times (05/28/26) Kyung-min, Lee

Korea is moving to dismantle one of the most persistent inconveniences of its corporate governance calendar, mandating electronic shareholder meetings for the country’s largest listed companies in a sweeping regulatory overhaul aimed at expanding investor participation. The Ministry of Justice said Thursday that it has proposed amendments to the enforcement decree of the Commercial Act that will require electronic general meetings of shareholders for companies with total assets of at least 2 trillion won ($1.3 billion), covering 210 listed firms as of the end of 2025. Officials said the measure is designed to address long-standing criticism that traditional shareholder meetings, often concentrated on a single annual “peak season,” have effectively excluded retail and overseas investors who cannot travel to physical venues. Under the new rules, affected companies will be required to provide systems allowing shareholders to attend and vote remotely through the internet, effectively enabling participation “anytime, anywhere,” according to the ministry. The ministry said the reform will establish detailed procedural standards for running hybrid and fully electronic meetings, including authentication methods, voting systems and safeguards to ensure the legitimacy of remote participation. The move follows recent revisions to the Commercial Act requiring listed companies to adopt electronic shareholder meetings and represents an early-stage implementation framework focused on large corporations. The ministry said the 210 affected companies include 201 firms listed on the benchmark KOSPI and nine on the secondary Kosdaq. Justice Minister Jeong Seong-ho said the reform would remove barriers of time and distance that have limited shareholder rights. He said the government would continue working to improve investor access and strengthen communication between companies and shareholders. The ministry said it will cooperate with the Korea Securities Depository to conduct a mock electronic shareholder meeting in the second half of 2026 in preparation for full implementation. The system is scheduled to take effect on Jan. 1, 2027.

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5/28/2026

Korean Scheme Bolsters Shareholder Activism but Fails to Draw Foreign Capital

Asia Asset Management (05/28/26) Hui, Chinghoo

A two-year-old South Korean scheme to draw foreign capital into local stocks has failed to realize its potential thus far, but has bolstered shareholder activism, according to financial industry players who shared their insights at Asia Asset Management’s recent investment forum. The Corporate Value-add Programme was launched in February 2024 to address the so-called “Korean discount,” where stocks trade at relatively lower valuations compared to global peers. It includes measures such as tax reforms and voluntary disclosure to enhance transparency and corporate governance. According to Daniel Yoo, head of global asset allocation division at Yuanta Securities Korea and one of three participants in a panel discussion at the forum in Seoul on May 20, the share of global investments in the Korean stock market remains small because foreign investors are put off by high volatility and low returns. He said the average shareholder return rate in Korea is only around 30%, whereas it's 90% in the United States and 55% in Japan. He suggested that the government should refine the value-add program by strengthening shareholder policies to encourage long-term commitment from foreign investors and foster a more stable investment environment. Another panelist, Je Ho Byun, director general of the Financial Services Commission's capital markets bureau, said shareholder activism has improved since the program was introduced. He said shareholders are more willing to voice opposition and pursue legal actions against listed companies. According to the third panelist, Hyunyoung Hwang, research fellow at the Korea Capital Market Institute, the value-add program plays a crucial role in improving market efficiency and transparency. He highlighted voluntary reporting as one of the major changes introduced in the program. It incentivizes listed firms to disclose their three-year corporate value-add plans, including financial status and management strategies by providing benefits such as tax incentives. Hwang said that as of last month, around 714 companies, representing 77% of Korea's stock market capitalization, have submitted their value-add plans to financial regulators.

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5/27/2026

Radoff-JEC Group Launches Proxy Fight at Seer

Investing.com (05/27/26)

Bradley L. Radoff and Michael Torok, who collectively own approximately 7.8% of Seer, Inc. (NASDAQ: SEER), filed a preliminary proxy statement today to nominate three directors to the company’s board and criticized the board’s rejection of their acquisition proposals. The Radoff-JEC Group has submitted three acquisition proposals since April 13, most recently offering $2.40 per share in cash on May 14, representing a 42% premium to the unaffected share price of $1.69 on April 10. The proposals also included a contingent value right for stockholders to receive 80% of net proceeds from any sale of the company’s assets. Seer’s board rejected the proposals without engaging in discussions with the group, according to the press release statement. The board stated in prior press releases that the proposals significantly undervalue the company and fail to reflect the value of its Proteograph Product Suite platform and growth prospects. The group is nominating Howard H. Berman, Joshua S. Horowitz and Luis E. Rinaldini to the board at the 2026 annual meeting of stockholders. The nominees would advocate for a strategic review process if elected, according to the statement. Seer reported $2.8 million in revenue for the first quarter of 2026, representing a 33.3% year-over-year decline and the lowest first-quarter revenue since 2021, according to the group. Over the last twelve months, revenue totaled $15.17 million, down approximately 1% year-over-year. The company is projected to grow revenue by 3% this year after burning nearly $16 million in cash in the most recent quarter.

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5/27/2026

Synopsys Settles With Elliott, Names Firm’s Jesse Cohn to Board

Bloomberg (05/27/26) Sun, Mengqi

Synopsys Inc. (NASDAQ: SNPS) said it has reached an agreement with Elliott Investment Management and is appointing the investor’s Jesse Cohn to the chip-design software maker’s board. Under the settlement, Elliott has agreed to standstill and voting commitments. Cohn, a managing partner at Elliott who has served on other tech company boards, will join the Synopsys board on June 1, the company said in a statement Wednesday. He will also serve on the corporate governance and nominating committee. His appointment will expand Synopsys’ board to 11 members. “As an experienced board member, Jesse brings a uniquely differentiated perspective,” Aart de Geus, executive chair and founder of Synopsys, said in the statement Wednesday. Elliott disclosed in March that it had made a multibillion-dollar investment in Synopsys and was planning to push for changes at the company. The stake came at a time when Synopsys’ revenue growth was trailing expectations, despite the company leading the market for electronic design automation, or EDA, a key part of chip development. Sunnyvale, California-based Synopsys on Wednesday reported a 42% year over year growth in revenue at $2.28 billion for the second quarter ended in April. Shares of Synopsys, which have gained 12% this year, fell 1.6% to $525.92 Wednesday in New York trading. After the close of regular trading, they fell another 2.1%. Cohn said in the statement that Synopsys is essential to the global chip industry and is uniquely positioned to benefit as artificial intelligence drives changes in chip complexity and capital investment. “Synopsys has transformed from the leader in EDA to the leader in engineering solutions, and its differentiated portfolio provides substantial opportunity to ensure the company’s financial performance reflects the value Synopsys delivers to the industry,” Cohn said. The cooperation agreement is the latest victory for Elliott. As the global AI arms race continues, the fund has ramped up its focus on the sector, pushing companies to integrate AI tools and drive growth.

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5/27/2026

Dulux Owner AkzoNobel Rejects €13 Billion Attempt to Gatecrash Merger

Financial Times (05/27/26) Kirchfeld, Aaron

Dulux owner AkzoNobel (AKZA.AS) has rejected a near €13 billion counter-offer from Japan’s Nippon Paint (TYO: 4612) and U.S. group Sherwin-Williams (NYSE: SHW), as the co-bidders attempt to muscle in on an agreed merger between the Dutch group and Axalta (NYSE: AXTA). Akzo and Axalta, the New York-listed paint and chemicals group, had announced an all-share merger that would create a group with an enterprise value of $25 billion last November, reviving a deal that had been mooted nearly a decade ago. Akzo said the rival offer of €73 a share, which would result in the group being broken up, undervalued the company and that it would forge ahead with the agreed deal. Shares in Akzo rose 16% in early trading on Wednesday, following the company’s announcement that its board had unanimously rejected the new takeover offer. The joint all-cash counter-proposal represents a 39% premium to Akzo’s share price at €52.50 on Tuesday. The counter-offer was made on April 29 and was rejected by the Dutch company on May 1. Under the counter-offer, Nippon would acquire Akzo’s decorative paints and industrial coatings businesses, while Sherwin-Williams would buy the remaining units including automotive and speciality coatings. The Amsterdam-listed group said the offer “did not come close to adequately reflecting the value of AkzoNobel and its long-term prospects,” and provided “insufficient deal certainty” around regulatory approval and plans to break up the company. Akzo and Axalta previously said their agreed all-stock merger would unite their “complementary portfolios of highly regarded brands." The combined group will have a single listing in New York but maintain dual headquarters in Amsterdam and Philadelphia. It would have annual revenues of about $17 billion, making it one of the largest operators in the coatings market. The merger is expected to generate savings of about $600 million within three years. In that deal, Akzo’s Chief Executive Greg Poux-Guillaume would lead the combined company, with Axalta’s Chris Villavarayan as his deputy. Akzo shareholders would own 55% of the combined company, with Axalta investors taking the rest. As part of the deal, Akzo would pay a cash dividend of about €2.5 billion to its shareholders. Akzo announced the Axalta deal after a turnaround to help boost sales, cutting jobs and disposing of non-core assets amid pressure from Cevian, which has become the Dutch group’s largest shareholder with a 10% stake. Cevian did not comment on the rejected bid but noted that one of its partners, Robert Schuchna, had been part of the board vote against the counter-offer.

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5/27/2026

Lululemon Ends Proxy Battle With Founder Chip Wilson

Reuters (05/27/26) Herbst-Bayliss, Svea

Lululemon Athletica (LULU.O) has ended its boardroom battle with founder Chip Wilson, agreeing to give him two board picks in exchange for his pledge to stay quiet for 18 months as a new CEO prepares to steer the athleisure brand. The agreement confirms the story Reuters first reported on Tuesday. Shares in Lululemon rose 3.5% in premarket trading. The company said on Wednesday that Marc Maurer, a former co-CEO of sneaker maker On Holding (NYSE: ONON), and Laura Gentile, a former chief marketing officer of ESPN - both executives suggested by Wilson - will join the board after the annual meeting scheduled for June 25. A third director, who will be mutually selected by both sides and has product and brand expertise, will be appointed by October 1, the company said. In return Wilson, who owns 8.7% of the company best known for its stretchy yoga pants, agreed to a contractual clause that caps his stake while he also agreed to stop disparaging the company for about 18 months, Lululemon said. The two sides also agreed to a novel expense reimbursement, saying that a donation will be made supporting athletics, art, and landscaping at Kitsilano Beach in Vancouver, where Lululemon was founded. "We are pleased to reach this agreement with Chip Wilson, which allows Lululemon to focus on continuing to strengthen its performance," said Marti Morfitt, Lululemon's executive board chair. The deal ends one of the year's most prominent proxy fights that took shape late last year when Wilson nominated three directors. For months, Wilson - who founded Lululemon in 1998 - criticized the company, accusing it of having lost its "cool" factor and raising concerns about management. The company in turn said Wilson, who left Lululemon's board in 2015, had "outdated perspectives" about how to position the company at a time its North American sales had fallen and the stock price has tumbled more than 60% in the last 12 months amid competition from rivals Alo and Vuori. But it has also been laying the groundwork for a new chapter by appointing Heidi O'Neill, a former Nike (NYSE: NKE) executive, as CEO and two new directors this year. O'Neill begins work in September when her non-compete agreement with Nike ends. The company said Alfredo Porretti & Co and JPMorgan Chase (NYSE: JPM) provided financial advice while Sidley Austin provided legal advice and Joele Frank served as strategic communications adviser.

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