Activist Database

Activist Deadline Calendar & Standstill Database

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Media Center

Featuring all breaking news and in depth articles and editorial press coverage pertaining to shareholder activism and corporate governance.
Diageo-LVMH Bid Tipped to Land Pernod Ricard
Bramson's Unlikely Barclays Board Seat Bid Sharpens Scrutiny of Bank
Appaloosa's Tepper Says Allergan Should Consider Selling Itself
Carl Icahn Urges Caesars Entertainment to Sell Itself
BHP CEO Staying Around to Deal With Tailings and Transformation
Car-Rental Company Avis Names New Finance Chief
Nordea CEO Hits Back at 'Impatient' Critics With Revenue Message
Papa John's Founder Schnatter Says He Welcomes Starboard
Nelson Peltz Sells $120 Million in Procter & Gamble Stock
Cash-Hoarding Japanese Firms Please Investors as Share Buybacks Hit Record
Hedge Fund Operator Plans $1 Billion India-Focused ESG Fund
Tiger Global Dumps Barclays Stake in Blow to Staley
Carl Icahn Builds 10% Stake in Caesars
Newell Brands Stock Falls as Sales Raise Concern
Starboard Gauges Bristol-Myers Shareholder Support for Celgene Deal
Blackstone Cast-offs Offer Easy Fit for Elliott
Breakingviews—Italian Grudge May Steer Vivendi's Big M&A Mandate
Outside Director Requirement Could Help Improve Corporate Governance
Small Companies Face Added Pressure to Put Women on Boards
The Rise of Women in Corporate Boardrooms
The Road Ahead for Shareholder Activism
Want a Better Board? Look to Private Equity

Voting Database

A new searchable database featuring the comprehensive voting records of all top institutional investors. This includes every proposal that was up for a vote and how the investor voted.

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13D Monitor | In The Media

2/19/2019

Diageo-LVMH Bid Tipped to Land Pernod Ricard

Irish Independent (02/19/19) Torsoli, Albertina; Donnelly, Ellie

French distiller Pernod Ricard, which is being engaged by Elliott Management, could fall prey to a joint bid by luxury group LVMH Moet Hennessy Louis Vuitton and rival distiller Diageo, say analysts at Berenberg. This is "a likely scenario" the analysts, led by Zuzanna Pusz, wrote in a Feb. 18 report. LVMH "could take the lead in a potential bid," while such a deal could result in the end of a joint venture that LVMH and Diageo have had since 1987, Pusz wrote. Elliott wants Pernod Ricard to cut costs and revamp corporate governance. The Ricard family wants it to stay with a strategy that produces consistent long-term shareholder returns. Elliott's involvement is a "game changer" and could potentially remove obstacles to an unsolicited approach, the analyst report said. A spokesperson for Pernod Ricard referred to comments made last week by CEO Alexandre Ricard, who said the French distiller "will remain a consolidator." LVMH CEO Bernard Arnault deflected speculation in January that he may have played a role in pushing Elliott on the Pernod Ricard front. "We have nothing to do with any of that," Mr. Arnault said at the time. "No one from our company knows Elliott, the activists, investment fund. We have no contact with them. Secondly, Alexandre Ricard and our family are friends."

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2/19/2019

Bramson's Unlikely Barclays Board Seat Bid Sharpens Scrutiny of Bank

Reuters (02/19/19) Cruise, Sinead; White, Lawrence

Edward Bramson's bid to join the Barclays board is expected to fail, according to shareholders. However, he has brought attention to its investment banking strategy that Bramson says has depressed profitability. Bramson's Sherborne vehicle has a 5.5% stake in Barclays. When Barclays reports its 2018 results on Feb. 21, investors will scrutinize whether the trading and advisory business that Bramson says should be shrunk has boosted the bank's performance, and whether those improvements are sustainable. "The onus is now on the Barclays management team to convince the market that their plan is the best way forward," one investor said. "This probably requires more disclosure on the varying returns within the corporate and investment bank."

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2/19/2019

Appaloosa's Tepper Says Allergan Should Consider Selling Itself

Reuters (02/19/19) Mishra, Manas; Mathias, Tamara; Herbst-Bayliss, Svea

Appaloosa LP's David Tepper sent a letter to Allergan Plc's (AGN) board on Feb. 19 calling on the drugmaker to consider selling itself if management cannot turn around its recent lagging performance. The letter came just hours after Allergan announced that it had added a former industry executive to its board but would split the roles of chairman and CEO only when the person who currently holds the positions is replaced. The hedge fund had been pressuring the company to separate the roles. Tepper wrote, "If in fact the board is unable or unwilling to hold management accountable for its shortcomings or find a suitable replacement, it is your fiduciary obligation to explore other options, including a merger or sale of the company." Earlier this month, Appaloosa said CEO Brent Saunders might receive the help he needs to improve returns by adding an independent chairman. Allergan's shares have fallen 15% over the past year.

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2/19/2019

Carl Icahn Urges Caesars Entertainment to Sell Itself

Reuters (02/19/19) Ajmera, Ankit

In a Feb. 19 regulatory filing, investor Carl Icahn called on Caesars Entertainment Corp. (CZR) to sell itself. Icahn, who disclosed a 9.78% stake in the U.S. casino operator, said in the filing, "[The] Board should conduct a strategic process to comprehensively assess the best path forward for Caesars and [I] believe that shareholder value might be best served, and enhanced, by selling the company."

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2/19/2019

BHP CEO Staying Around to Deal With Tailings and Transformation

Reuters (02/19/19) Lewis, Barbara

BHP Billiton (BBL) CEO Andrew Mackenzie said he has no plans to quit the company and plans to focus on transformation and on the "nuclear level of safety" needed to avoid a repeat of the Vale dam collapse in Brazil. Speculation about his future at BHP first arose in 2017, when Elliott Advisors began pushing for change and Ken MacKenzie was appointed chairman. Mackenzie told reporters, "I've got a lot to do right now and I've got a lot to do on tailings dams." Further, he said he was excited about leading a "transformation agenda" to help with the next phase of growth and maximize the productivity of operations. "The transformation agenda is the biggest lever we have got to play. It's reporting direct to me. I'm getting a lot out of it," he remarked.

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2/19/2019

Car-Rental Company Avis Names New Finance Chief

Wall Street Journal (02/19/19) Trentmann, Nina

Avis Budget Group Inc. (CAR) on Feb. 19 appointed John F. North III as chief financial officer, a move that comes as the company works to increase its share price and its profitability. North, currently CFO at automotive retailer Lithia Motors Inc. (LAD), will join Avis on March 18, the company said in a statement. North will succeed Martyn Smith, who was selected as the company's interim CFO in May 2017. Avis is facing pressure from SRS Investment Management LLC—for years its biggest shareholder—to boost efficiency and drive profitability. SRS last April won two seats on Avis' board and signed a standstill agreement with the company's management. The fund holds 15.5% in Avis' voting rights, and its economic interest—comprising equity and derivatives—amounts to 31%. The company's net profit declined 13% to $213 million in the quarter ended Sept. 30, 2018, compared with $245 million a year earlier. Further, shares have dropped approximately 27% in the past 12 months, during which the S&P 500 rose by 1.6%, notes FactSet.

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2/18/2019

Nordea CEO Hits Back at 'Impatient' Critics With Revenue Message

Bloomberg (02/18/19) Pohjanpalo, Kati

Nordea Bank Abp (NRDBY) CEO Casper von Koskull said investors will see a turnaround this year. "When I look at 2019, my clear ambition is that we have growing income and reduced costs. Markets are always impatient," he said in a recent interview. "The starting point is that we need to get our own market position back on track, because we've been below that. There's a lot of business momentum, a lot of it is just getting the machine back and doing what we are good at." Von Koskull underscored his enthusiasm about the company's prospects by buying shares worth about $2 million. Despite spending years cutting costs and jobs and automating as much as possible, shareholders were disappointed with the company's fourth-quarter results. Cevian—which has a place on the nomination board that proposes members for Nordea's board—said profits were "way too low," and Sampo—which holds about a fifth of the bank's stock—noted that "Nordea has some key performance indicators that don't meet its Nordic peers."

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2/18/2019

Papa John's Founder Schnatter Says He Welcomes Starboard

Reuters (02/18/19) DiNapoli, Jessica

Papa John's International Inc. (PZZA) founder John Schnatter welcomes Starboard Value LP's investment in the pizza restaurant chain, according to his attorney, even as he filed an updated lawsuit on Feb. 18 against the company. Starboard's has invested up to $250 million in the pizza chain and named the fund's chief executive, Jeff Smith, as its chairman. Schnatter, who has approximately a 30% stake in the company, served as chairman until last summer. He stepped down following reports he had used a racial slur on a media training conference call. He had stepped down as CEO in December 2017. Schnatter remains on the board of directors, but his influence has been diluted because with the Starboard investment, the number of directors rose to nine from six. "Mr. Schnatter welcomes the comments that have come from Mr. Smith and the company in the past few days," Schnatter's lawyer Garland Kelley said in a statement. "Today's amended lawsuit reflects support for Mr. Smith and his plans to invigorate the company for the benefit of all shareholders." The lawsuit seeks to undo a new provision of a voting agreement between Papa John's and Starboard that requires the hedge fund vote its company shares in favor of Papa John's preferred directors. "Such a provision serves only one purpose, to further entrench the prior board, one that has repeatedly proven itself willing to place its own self-interest above that of shareholders," Schnatter said in a statement. Schnatter also continues to challenge the poison pill Papa John's adopted last year that he says prevents him from having talks about the pizza chain with other shareholders. The lawsuit was initially filed in August.

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2/18/2019

Nelson Peltz Sells $120 Million in Procter & Gamble Stock

WCPO Cincinnati (OH) (02/18/19) Monk, Dan

A couple of years after disclosing a $3.5 billion stake in Procter & Gamble (PG), Nelson Peltz has sold about 3% of his investment in the Ohio-based consumer products giant. According to ABC's affiliate in Cincinnati, "Peltz sold 1.2 million shares over three days last week, generating about $120 million from the sale and locking in a roughly $18 million profit as P&G shares trade near its all-time high." Peltz, who gained a seat on P&G's board of directors by staging a proxy fight against the company in 2017, has pushed for changes that some had feared would result in a P&G break up. P&G eventually announced plans to reorganize itself into six business units. Peltz continues to hold 36.7 million shares in P&G, which are worth about $550 million more than he paid for them two years ago.

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2/17/2019

Cash-Hoarding Japanese Firms Please Investors as Share Buybacks Hit Record

Reuters (02/17/19) Tomisawa, Ayai; John, Alun

Japanese share buybacks hit a record this fiscal year, with companies like SoftBank Group Corp. (SFTBY), Sony (SNE), and Itochu Corp. (ITOCY) announcing plans in recent weeks to buy back shares worth more than 1.3 trillion yen. This brings the total value of buybacks flagged since April 1 to more than 6.5 trillion yen ($58.92 billion), which is the most for any fiscal year since 2003, according to I-N Information Systems. Investors have long criticized Japanese companies for hoarding cash rather than investing it or returning it to shareholders. Buying back shares reduces a company's equity base and increases its return on equity (ROE). "This past month has seen a lot of very positive shareholder-friendly activity from a wide array of Japanese companies," said Seth Fischer, founder and chief investment officer of Oasis Management. "To attract foreign investors, companies should continue this path of increasing shareholder returns, while continuing to improve their corporate governance." Oasis is among the investors that have been vocal in encouraging Japanese firms to boost returns. ROE at Japanese companies is expected to fall below 10% this fiscal year for the first decline in three years, according to Nomura Securities. Meanwhile, the brokerage CLSA says 56% of Japanese non-financial companies in the benchmark Topix index sit on net cash, compared with less than 20% in the United States or Europe.

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2/17/2019

Hedge Fund Operator Plans $1 Billion India-Focused ESG Fund

Bloomberg (02/17/19) Karve, Ameya

As investor concerns about corporate governance at Indian companies surge, Avendus Capital Ltd. has started accepting money for one of India's first funds to base investment decisions on environmental, social, and governance (ESG) parameters. Avendus expects to raise $1 billion over the next couple of years with nearly 70% of that money coming from overseas investors. The firm has an exclusive agreement with Institutional Investor Advisory Services India Ltd. to assess NSE Nifty 100 Index companies based on ESG scores. It will aim to invest in no more than 25. Sustainable investment is well-entrenched in the United States and Europe, but is still in its infancy in India. Meanwhile, corporate India is struggling with a range of governance issues from poor disclosures on debt to troubled relationships between companies and their founding firms.

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2/17/2019

Tiger Global Dumps Barclays Stake in Blow to Staley

Financial Times (02/17/19) Crow, David; Morris, Stephen

Sources say Tiger Global has sold its entire holding in Barclays (BCS), dealing a blow to the British bank's efforts to garner support for its turnaround strategy. The U.S. hedge fund was one of Barclays' biggest investors with a 2.5% stake and had been among the staunchest defenders of CEO Jes Staley's plan to revive the investment bank to improve its share price. Tiger began reducing its position last summer before offloading it entirely earlier this year, the sources said. Most of Tiger's position was held through swaps, meaning that the unwinding of its position did not show up on Barclays' share register. One source said Tiger's decision to exit Barclays likely was made because the fund saw more attractive investment opportunities elsewhere, not because it lost confidence in Staley. The news comes as Barclays is trying to keep Edward Bramson from obtaining a board seat and engineering a shift in strategy that would involve shrinking the investment bank. Bramson, who has built a 5.5% stake in Barclays via his Sherborne investment vehicle, earlier this month said he was seeking a board seat at the bank's annual meeting in May. However, one top-five shareholder said he expects Bramson to lose the proxy battle. "Everything I hear from investors is that there is a consensus to not vote in his favor," the investor said. "He wants to be elevated above other large shareholders like us, and he hasn't even revealed his grand brilliant plan."

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2/15/2019

Carl Icahn Builds 10% Stake in Caesars

Financial Times (02/15/19) Fortado, Lindsay; Indap, Sujeet

Carl Icahn has amassed a 10% stake in Caesars Entertainment (CZR) and is pushing the casino chain to sell itself. A source says Icahn contacted Caesars on Feb. 14 to say he had built a stake that exceeds 10% when derivatives transactions are included. He also told the company he might seek a board seat but has not yet decided; he must make that decision by early March. The source also noted that the board is open to a sale or merger but is waiting for the right opportunity.

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2/15/2019

Newell Brands Stock Falls as Sales Raise Concern

Barron's (02/15/19) Jasinski, Nicholas

Newell Brands (NWL) saw double-digit declines in its stock on Feb. 15 after reporting less revenue than expected in the fourth quarter and a dismal sales outlook for 2019. Investors viewed the company's 2016 merger with Jarden Holdings favorably at the time, but Newell's shares have lost nearly 60% of their value, even before the recent drop, since the deal closed. The company's challenges include post-merger execution issues, lagging brands, and high management turnover. Carl Icahn's Icahn Enterprises and Starboard Value took sizable stakes in Newell and pushed it to cut costs and sell about 40% of its brands in an effort to raise about $10 billion for stock buybacks and debt reduction.

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2/15/2019

Starboard Gauges Bristol-Myers Shareholder Support for Celgene Deal

Reuters (02/15/19) Herbst-Bayliss, Svea; Roumeliotis, Greg

Sources say Starboard Value has asked a proxy solicitor to gauge the level of support among Bristol-Myers Squibb Co. (BMY) shareholders for the U.S. drug maker's deal to acquire Celgene Corp. (CELG) for $74 billion. The deal would be the biggest ever in the pharmaceuticals industry and merge two major sellers of cancer drugs. The sources noted that the hedge fund has not decided whether it would oppose the Celgene deal and ultimately may take no action. The deal will be put before Bristol-Myers shareholders for a vote in April. So far, no major Bristol-Myers shareholder has voiced opposition publicly to the deal. Starboard's Jeff Smith said in a recent CNBC interview that the hedge fund was "certainly interested in the story at Bristol-Myers," but would not say whether Starboard had a position in the stock. According to Smith, "We evaluate those situations to determine whether we can have a positive impact. Bristol-Myers might fit that profile. It might not fit that profile. We haven't made that decision."

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2/19/2019

Blackstone Cast-offs Offer Easy Fit for Elliott

Nasdaq (02/19/19) Unmack, Neil

Elliott Advisors has acquired a 6.1% stake in Dutch trust and business administration company Intertrust. The investment came a day after Blackstone sold its 6.77% stake in the group. "An uninspiring post-private equity share performance means Paul Singer's fund may not need to work too hard," writes Neil Unmack, a Reuters Breakingviews columnist. Shareholders who bought in at the initial public offering have seen a gain of around 6% in three years, and Intertrust's total shareholder return is roughly half that of the AEX Index, according to I/B/E/S data from Refinitiv. As a result, this is probably a good time for Singer's fund to buy in. Intertrust's new CEO Stephanie Miller plans to raise the group's targets back above 38%, while expanding through acquisitions. Elliott does not need to demand cost cuts, disposals, or a new strategy. Moreover, shares are offering a forward free cash flow yield of nearly 10%, giving Intertrust a cash fountain that could one day attract another buyer, adds Unmack.

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2/18/2019

Breakingviews—Italian Grudge May Steer Vivendi's Big M&A Mandate

Reuters (02/18/19) Cox, Rob

The Italian media group Vivendi (VIVHY) is still holding a grudge over its 2018 battle with Elliott Advisors over Telecom Italia (TI), and observers say it could play a role in one of this year's biggest European deals. Vivendi is considering about six firms to handle the sale of up to 50% of Universal Music Group, and global and French banks are jockeying for a position. JPMorgan Cazenove media analyst Daniel Kerven pegged Universal Music Group's fair value at 44 billion euros ($50 billion), which is higher than estimates from Deutsche Bank (29 billion euros), Goldman Sachs (35 billion euros), and Exane BNP Paribas (25 billion euros). Observers note that these valuations often influence the way companies select advisers. However, Vivendi reportedly is upset over JPMorgan's capital arm arranging a derivatives transaction to help Elliott acquire 8.8% of Telecom Italia while reducing the position's volatility. Vivendi has been battling with Elliott over strategy, management, and the board of Telecom Italia, in which it owns 24%. Observers say this means JPMorgan's rivals potentially can count on its exclusion from the deal, though that could change if JPMorgan were able to bring in a big company to purchase a slice of Universal Music Group at a top price.

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2/15/2019

Outside Director Requirement Could Help Improve Corporate Governance

Japan Times (02/15/19)

Japan's Legislative Council late last week submitted to Justice Minister Takashi Yamashita a report outlining proposed revisions to the Companies Law. The revised law would mandate that big companies have at least one outside director. The rule would apply to both listed companies and big unlisted companies. Ninety-eight percent of listed firms already have an outside board member. Legally requiring companies to have an outside director would demonstrate that Japanese businesses place great emphasis on strengthening their corporate governance in the wake of the accounting scandal that rocked Toshiba Corp.

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2/13/2019

Small Companies Face Added Pressure to Put Women on Boards

Wall Street Journal (02/13/19) Broughton, Kristin

There are fewer large public companies with all-male boards as investors in recent years have demanded boardroom diversity. Now, proxy advisors are encouraging community banks, regional energy companies, and other small and midsize enterprises to increase gender diversity on their boards or risk losing shareholder support. Under a policy taking effect this year, Glass Lewis & Co. will recommend that investors vote against re-electing directors who chair nominating committees at companies with all-male boards. The proxy advisory firm said it would target companies in the Russell 3000 Index during annual meeting season. "Companies that don't have women on their boards are outliers," said Courteney Keatinge, senior director of environmental, social, and governance research at Glass Lewis. "And we want to make sure those outliers are called out." Institutional Shareholder Services Inc. plans to implement a similar policy in 2020. According to Glass Lewis, only four companies in the S&P 500 had all-male boards at the end of last year, down from 31 five years earlier. Further, there were 509 companies in the Russell 3000 with male-only boards at the end of the year, down from 708 companies over the same period. Glass Lewis said it will take into account existing efforts at companies to recruit women directors, as well as any agreements companies have in place with significant investors.

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2/13/2019

The Rise of Women in Corporate Boardrooms

Forbes (02/13/19) Berger, Laura

Columnist Laura Berger details some of the long-term shifts that are building diversity in boardrooms worldwide. She notes that almost 33% of global S&P 500 boards now include three or more females. Furthermore, the ratio of companies with three or more women directors has increased to 29% at the end of last year from 19% in 2015. Institutional Shareholder Services (ISS) has announced its areas of measurement in 2019 will be gender, skills/background, ethnicity, age, and tenure. The proxy advisory and corporate governance firm added that there will also be a keen focus on board diversity. Looking ahead, Berger advocates boards look at whether their proxy statement showcases the board's diversity and discloses diversity goals to help demonstrate the value the board places on diversity, as recently proposed by the EY Center for Board Matters.

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2/13/2019

The Road Ahead for Shareholder Activism

Harvard Law School Forum on Corporate Governance and Financial Regulation (02/13/19) Weinstein, Gail; de Wied, Warren S.; Richter, Philip

Last year was a record year for activism in terms of number of campaigns, capital deployed, number of activists involved, first-time activists, and board seats obtained. While statistically activism continues to grow, the activist investing market in the United States is mature, with the number of repeat activism targets exceeding the number of first time targets, according to research from Fried, Frank, Harris, Shriver & Jacobson. Activism is concentrated among a small number of leading activists, the significance of board seats won is overstated, non-U.S. activism has slowed, super-cap companies remain infrequently engaged, and returns for activist funds have been low and highly volatile. In response to the expansion of activism in recent years, corporate boards and senior executives now think like activists, institutional investors have become more involved and vocal, and merger and acquisition activity has changed, with the majority of transactions now initiated by a bidder rather than by an engaged company's decision to initiate a sale process. Fried, Frank, Harris, Shriver & Jacobson sees the road ahead containing many pitfalls for activists, including political uncertainty that will drive market volatility and more challenging financing conditions. A significant market disruption or tightening of liquidity could lead to a shakeout among activists and the return of distressed activism. Moreover, M&A-related activism may become more aggressive; activity in environmental, social, and governance is likely to increase; and growth could pick up in Europe and Asia.

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2/13/2019

Want a Better Board? Look to Private Equity

Institutional Investor (02/13/19) McElhaney, Alicia

Companies that are looking to better align their board with their institutional shareholders and better handle shareholder activism should look to the private-equity model of boards, according to new research from Columbia Law School professors Ronald Gilson and Jeffrey Gordon. In a paper entitled "Board 3.0—An Introduction," the researchers explain that private equity sponsors offer robust incentives, adding that this has resulted in a different mode of board and director engagement that seems associated with high value creation. Gilson and Gordon describe the current board structure of publicly traded companies as Board 2.0, and call for a model that combines these directors with those that follow a new model of corporate governance—Board 3.0. Under the 3.0 model, the 2.0 directors would serve on compliance and special committees, while the new directors would serve on a "strategic review" committee that would monitor the strategy and performance of the company. The 3.0 directors, which would serve a limited time in their role, would be compensated through stocks in a long-term manner. The Board 2.0 is "dominated by part-time independent directors who are dependent on company management for information and are otherwise heavily influenced by stock market prices as the measure of managerial performance," says the paper. The authors express concern that institutions may back up activist hedge funds, which may not be acting in the best interest of shareholders, via proxy votes in the hopes of dissolving a dispute.

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