4/29/2029

Shareholder Activism in Asia Drives Global Total to Record High

Nikkei Asia (04/29/29) Shikata, Masayuki

Activist shareholders had their busiest year on record in 2024, with the Asia-Pacific region making up a fifth of campaigns worldwide, pushing some companies higher in the stock market and spurring others to consider going private. The worldwide tally of activist campaigns rose by six to 258, up by half from three years earlier, according to data from financial advisory Lazard. Campaigns in the Asia-Pacific tripled over that period to 57, growing about 30% on the year. Japan accounted for more than 60% of the regional total with 37, an all-time high. Activity is picking up this year as well in the run-up to general shareholders meetings in June. South Korea saw 14 campaigns, a jump of 10 from 2023. Critics say South Korean conglomerates are often controlled by minority investors that care too little about other shareholders. Australia and Hong Kong saw increases of one activist campaign each. North America made up half the global total, down from 60% in 2022 and 85% in 2014. Europe had 62 campaigns last year. The upswing in Japan has been fueled by the push for corporate governance reform since 2013 and the Tokyo Stock Exchange's 2023 call for companies to be more mindful of their share prices. The bourse has encouraged corporations to focus less on share buybacks and dividends than on steps for long-term growth, such as capital spending and the sale of unprofitable businesses. Demands for capital allocation to improve return on investment accounted for 51% of activist activity in Japan last year, significantly higher than the five-year average of 32%. U.S.-based Dalton Investments called on Japanese snack maker Ezaki Glico (2206) to amend its articles of incorporation to allow shareholder returns to be decided by investors as well, not just the board of directors. Though the proposal was rejected, it won more than 40% support, and Glico itself put forward a similar measure that was approved at the following general shareholders meeting in March. U.K.-based Palliser Capital took a stake last year in developer Tokyo Tatemono (8804) and argued that more efficient use of its capital, such as selling a cross-held stake in peer Hulic, would boost corporate value. Activist investors are increasingly seeking to lock in unrealized gains from rising land prices, reaping quick profits from property sales that can go toward dividends. Companies in the Tokyo Stock Exchange's broad Topix index had 25.88 trillion yen ($181 billion at current rates) in unrealized gains on property holdings at the end of March 2024, up about 20% from four years earlier. After buying into Mitsui Fudosan (8801) in 2024, U.S.-based Elliott Investment Management this year took a stake in Sumitomo Realty & Development (8830) and is expected to push for the developer to sell real estate holdings. This month, Dalton sent a letter to Fuji Media Holdings (4676), parent of Fuji Television, calling for it to spin off its real estate business and replace its board of directors. Activist campaigns have sparked share price rallies at some companies. Shares of elevator maker Fujitec (6406) were up roughly 80% from March 2023, when it dismissed Takakazu Uchiyama -- a member of the founding family -- as chairman under pressure from Oasis Management. The rise in demands from activists "creates a sense of tension among management, including at companies that don't receive such proposals," said Masatoshi Kikuchi, chief equity strategist at Mizuho Securities. Previously tight cross-shareholdings are being unwound, and reasonable proposals from minority investors are more likely to garner support from foreign shareholders. Some companies are going private to shield themselves from perceived pressure. Investments by buyout funds targeting mature companies in the Asia-Pacific were the highest in three years in 2024, according to Deloitte Touche Tohmatsu. Toyota Industries (6201) is considering going this route after facing pressure from investment funds last year to take steps such as dissolving a parent-child listing with a subsidiary and buying back more shares. Toyota Industries holds a 9% stake in Toyota Motor (7203). The automaker "may have proposed having [Toyota Industries] go private as a precautionary measure," said a source at an investment bank.

Read the article

1/16/2027

Dealmakers See More Retail Mergers and IPOs in 2026 After Tariffs Sidelined M&A Last Year

Reuters (01/16/27) Summerville, Abigail

Dealmakers predict an uptick in mergers and IPOs for retailers and consumer goods companies this year after punishing tariffs on imports to the United States had sidelined activity in the industry for the first half of 2025. Several national restaurant and convenience store chains are primed for IPOs, along with organic baby food company Once Upon a Farm, Hellman & Friedman-backed auto repair company Caliber Holdings, and Bob’s Discount Furniture, which is owned by Bain Capital, according to more than two dozen CEOs, M&A advisors and private equity investors who attended the ICR Conference in Orlando, Florida this week. “The number of high-quality companies that are in queue to go public in 2026 is higher than we’ve seen since 2021,” Ben Frost, Goldman Sachs' (GS) global co-head of the consumer retail group said in an interview. “The question is does that mean more will go public? If it does, private investors will see the ability to exit investments again (in a) regular way, which will help (private equity) activity.” Frost was one of the more than 3,000 attendees at the annual gathering, where executives from Walmart (WMT.O), Shake Shack (SHAK.N), and Jersey Mike’s were among presenters while bankers, lawyers and private equity investors spent much of their time brokering deals and landing clients behind the scenes. The upbeat mood was a marked shift from last spring after U.S. President Donald Trump's "Liberation Day" tariff announcements sent markets skidding and killed or stalled several consumer and retail deals. The second half of the year saw a resurgence in activity that brought with it several mega deals, including Kimberly-Clark’s (KMB.O) nearly $50 billion deal to buy Kenvue (KVUE.N), announced in November. "(Companies) are still really focused on growth and synergies. They’re looking at bigger deals than they’ve been willing to do for the last number of years. The back half of last year was the start of that,” Frost said. Kraft Heinz (KHC.O) announced in September it would split into two companies to unwind its 2015 merger, shortly after Keurig Dr Pepper (KDP.O) had agreed to buy JDE Peet’s for $18 billion with plans to split the coffee and non-coffee beverages into separate companies. In apparel, Gildan Activewear (GIL) bought Hanesbrands for $2.2 billion. Investors could also spur more deals and corporate breakups in the sectors, Audra Cohen, co-head of the consumer and retail group at law firm Sullivan & Cromwell, said in an interview at the conference. Corporate agitators have taken recent stakes in Lululemon Athletica (LULU.O) and Target (TGT.N), but aren't yet pushing for M&A. Lululemon hosted a morning yoga class and its management team met with analysts and investors at the conference. Meanwhile, private equity buyers are beating out companies for some deals, Manna Tree Partners co-founder Ellie Rubenstein told Reuters. Her firm sold its cottage cheese brand Good Culture to a larger consumer-focused firm L Catterton just last week. “A lot of these brands have gotten lost (inside big corporations) and the consumers don’t like it. You may see a lot of corporate carveouts this year,” Rubenstein told Reuters in an interview after her keynote address. She interviewed her billionaire father and Carlyle co-founder David Rubenstein, 76, on stage at the conference. The father-daughter pair contrasted their portfolios, pointing to Carlyle’s history of investing in fast food chains like McDonald's (MCD.N) and KFC Korea while Manna Tree saw big returns from investments in healthier food brands like pasture-raised egg producer Vital Farms (VITL.O) and Good Culture.

Read the article

7/27/2026

Japan’s New Activists Blend McKinsey And Blackstone

Forbes (07/27/26) Daugherty, Robert

For decades, activist investing was viewed skeptically in Japan. Outside investors demanding asset sales, larger dividends or changes in management were often portrayed as short-term opportunists that are more interested in extracting cash than building enduring businesses. That perception is changing. Japan’s capital markets are undergoing their most significant transformation in a generation, creating an opportunity for a more constructive model of activism: part McKinsey-style strategic consulting, part Blackstone-style operational and financial discipline. The timing is particularly important. The Tokyo Stock Exchange (TSE) has asked companies listed on its Prime and Standard markets to operate with greater awareness of their cost of capital and stock price. Its guidance emphasizes sustained returns above the cost of capital, thoughtful allocation of management resources and restructuring of underperforming business portfolios—not simply one-time dividends or share repurchases. The TSE’s reforms are frequently described as an effort to encourage companies trading below book value to improve their price-to-book ratios. But the broader objective is more fundamental. Companies are being asked to understand why their return on equity is inadequate, explain how they intend to improve it and continuously evaluate whether their balance sheets and business portfolios are creating value. The TSE has specifically encouraged investment in research and development, human capital, intellectual property and productive assets, as well as the restructuring of business portfolios. Dividends and buybacks may be appropriate, but the exchange has made clear that companies should not treat one-time distributions as substitutes for sustained operational improvement. At the same time, Japan is adjusting to a dramatically different macroeconomic environment. The weak yen has made many Japanese companies and assets relatively inexpensive for dollar-based investors, while also increasing the international competitiveness of major exporters. Government bond yields and corporate financing costs are rising as Japan moves away from decades of extraordinarily loose monetary policy. The era in which cash could accumulate indefinitely, and capital appeared almost free is ending. Higher interest rates will place greater pressure on companies to justify the cash, real estate, cross-shareholdings and underperforming subsidiaries sitting on their balance sheets. These conditions have helped make Japan one of the world’s most important markets for shareholder engagement. Several of the world’s largest and most prominent activist investors are increasingly active in the country. Elliott Investment Management has invested in companies including SoftBank Group (OTCMKTS: SFTBY), Toshiba, Toyota Industries, Daikin Industries (6367.T), and Mitsui O.S.K. Lines (9104.T). ValueAct Capital has established a reputation for longer-term, relationship-oriented investments and has engaged with major Japanese companies including Olympus (7733.T), JSR (4185.T), and Seven & i Holdings (3382.T). Hong Kong-based Oasis Management has conducted campaigns involving companies such as Fujitec, Kao (4452.T), and Kyocera (6971.T). Elliott’s recent investments demonstrate the growing scale of the opportunity. In announcing its investment in Mitsui O.S.K. Lines, Elliott praised the quality of the company’s underlying businesses while arguing that its shares remained materially undervalued. More importantly, Elliott expressed a desire to work constructively with the company on a more ambitious medium-term strategy. A broader group of specialists is also helping shape Japan’s activist ecosystem. Tokyo-based Strategic Capital has engaged companies with excess cash, cross-shareholdings and underutilized assets. Kaname Capital focuses on smaller and midsized Japanese businesses, frequently emphasizing governance, capital allocation and the interests of minority shareholders. Singapore-based Hibiki Path Advisors describes its approach as constructive engagement intended to unlock companies' long-term potential. 3D Investment Partners, also based in Singapore, has become one of the most visible activists in Japan through investments including Fuji Soft. Together, these firms illustrate that Japanese activism is no longer dominated by a handful of large American funds. It is developing into a diverse investment discipline that includes global institutions, regional specialists and locally based investors with a deeper understanding of Japanese business culture. The next stage of Japanese activism, however, should move beyond the traditional activist playbook. The best activists should approach a company as McKinsey might: developing a rigorous, fact-based assessment of its markets, competitive position, organization and strategic alternatives. They should identify where the company possesses genuine competitive advantages, which divisions can become global leaders and where management should invest to accelerate growth. This process should begin with listening. Activists need to understand the company's history, relationships with employees and suppliers, competitive advantages and obligations to the communities in which it operates. Constructive engagement is more likely to succeed when investors distinguish between practices that merely preserve tradition and capabilities that represent a genuine source of long-term value. Activists should then bring the ownership mindset of a leading private equity firm such as Blackstone. That means establishing measurable operating priorities, recruiting specialized executives where necessary, restructuring low-return divisions, improving procurement and pricing, pursuing disciplined acquisitions and holding management accountable for results. Capital returns remain part of the equation, but they should follow strategy rather than replace it. Selling unnecessary cross-shareholdings, disposing of noncore real estate or repurchasing undervalued shares can create value. Yet the proceeds should also support research and development, automation, employee productivity, international expansion and acquisitions that strengthen the company's long-term position. This approach is especially well suited to Japan. Many Japanese companies possess trusted brands, exceptional engineering capabilities, loyal employees, valuable intellectual property and substantial financial resources. Their problem is frequently not the quality of the underlying business. It is that these assets have not been organized, measured or financed to produce competitive returns. Constructive activists can help bridge that gap. They can respect Japanese corporate culture while still insisting on clearer strategy, stronger boards and better capital allocation. Successful activism increasingly depends on patience, private dialogue and a willingness to help management build a credible transformation plan. Activism has already become more accepted as Japanese boards have added independent directors and placed greater emphasis on accountability. Investors are also learning that approaches tailored to Japanese culture are more effective than simply importing confrontational tactics developed in the United States. Japan does not need activists who merely demand that companies empty their balance sheets. It needs engaged owners willing to help companies build better businesses. The winning model will combine the analytical depth of a global consulting firm, the operational discipline of private equity and the patience of a long-term shareholder. Done properly, investor activism can become not a threat to corporate Japan, but an important partner in its renewal.

Read the article

7/27/2026

Commentary: How Britain Can Beat the Hedge Fund Opportunists

Bloomberg (07/27/26) Hughes, Chris

Chris Hughes, Bloomberg Opinion columnist, says, "The UK is fabled for its gold-plated corporate governance, and yet London-listed companies often perform poorly and subsequently attract shareholder activists or takeover bids. That disconnect points to the inconvenient truth that British boards are incentivized to tick boxes rather than drive performance. This year has seen yet more interlopers eyeing chances to run UK companies better. Two U.S. private equity firms offered to pay more than double the recent share-price low for EasyJet Plc (LON: EZJ). They wouldn’t be doing so unless they saw opportunities to improve the budget airline’s profit margins and finance it more efficiently. Shares in Vodafone Group Plc (NASDAQ: VOD) are up nearly 20% since French entrepreneur Xavier Niel agreed to buy a 16% stake, calling out the telecoms giant’s untapped value and implicitly offering to help unlock it. Elliott Management Corp. took a position in Bunzl Plc (LON: BNZL), seeking a review of the distribution firm’s American business after the unit triggered a profit warning last year. Boaz Weinstein, whose activism shook up the British investment-trust sector, is calling on London office operator Workspace Plc to accelerate property disposals. Like Elliott, he’s pushing for share buybacks. Bidders and activists are the market’s natural response to an underperforming share price. But situations like these raise questions about whether boards could themselves react quicker to an extended bad patch on the stock market, before such interventions take place. Partly by design, partly by convention, UK non-executive directors generally own few shares in the companies on whose boards they sit. The norm is for their fees to be paid in cash. Moreover, the country’s corporate governance code forbids them from getting performance-based pay. The UK Financial Reporting Council (which is responsible for the code) stressed last year that it is actually permissible to pay non-exec fees in company stock, and to award share options, countering a widespread misconception. Greater use of share-based pay would bring Britain more in line with United States and private markets and address a longstanding activist-shareholder bugbear, as Tom Matthews, partner at law firm White & Case, has noted. Given the prevailing culture, non-exec share ownership remains marginal and typically comes from directors buying stock off their own bat. EasyJet’s non-executives collectively owned only about £1.3 million ($1.7 million) of its shares at its financial year-end, with roughly 40% of that held by the chair. At Vodafone, it was £2.4 million, with the chair holding around 60%. Bunzl's non-execs owned just £630,000 of stock and Workspace's (LON: WKP) £180,000. The traditional concern about stock-based pay for non-execs is that it compromises independent, objective judgment. Might directors be inclined to endorse a takeover bid that undervalued the company because they could make a quick buck? That potential downside seems worth living with if you could have a board that directly feels the pain when the stock price has fallen for months on end — a pain that should spur them to ask whether it's time to buy back shares, or change the company's strategy or executive team. Independence is also more necessary for some non-execs than others. Share incentives probably aren't appropriate for the chair of the audit committee. Other areas for improvement include hiring more non-execs with more immediate industry expertise. Kudos to Diageo Plc (NYSE: DEO) Chair John Manzoni for reportedly seeking to fix the problem at the drinks giant. The warm reaction to Niel’s arrival on Vodafone’s ownership register underscores the role that engaged shareholders can play in a firm’s overall governance. The billionaire replaces e&, an Emirati telecoms operator. While Niel won’t inherit that company’s board seat, he has put his reputation and a chunk of his personal wealth on the line. Most UK companies have fragmented, passive registers — they are “ownerless corporations” in the phrase of Paul Myners, author of several reviews of British investment. Even where a dominant shareholder exists, it’s no panacea. EasyJet founder Stelios Haji-Ioannou still has a 15% holding and has played an activist role in the past, while property developer Nicholas Roditi has long held a dominant position in Workspace, yet both stocks have still lagged. A strong board, financially aligned with shareholders, is a better backstop. The U.S.-listed companies and private equity firms sniffing around Britain have no qualms about paying non-executive directors highly and aligning them financially with shareholders. If you can’t beat them, join them."

Read the article

7/27/2026

Takeover and Activism Wave in UK and Europe has Further to Run, Says JPMorgan

Proactive Investors UK (07/27/26) Haill, Oliver

The wave of takeovers and shareholder activism across the UK and Europe has further to run, JPMorgan (NYSE: JPM) believes, as persistent valuation discounts provide a fertile landscape for deals. It comes amidst a flurry of interest in FTSE 350 companies, including DCC today, following deals for easyJet (LON: EZJ), Segro (LON: SGRO), Tate & Lyle (LON: TATE), Mitie (LON: MTO), and Rotork (LON: ROR) in recent weeks, with more than 150 takeover bids of London-listed companies the start of 2023. JPMorgan said European equities "broadly fit" the usual profile sought by activists – undervalued companies with identifiable opportunities to improve governance, capital allocation or operations, but which are not in financial distress. The UK and Germany have already experienced increased campaign volumes, while proposed EU regulatory revisions could accelerate activity across the region. Companies with healthy balance sheets and conservative payout policies were described as "natural candidates," by strategists at the U.S. investment bank. Capital returns are becoming a greater focus for campaigners; JPMorgan's back-testing found that companies engaged by activists seeking higher shareholder returns subsequently delivered strong 12-month performance. European buybacks have also reached fresh highs, narrowing the gap with the United States. Takeover and consolidation activity could accelerate alongside the activist push, too, especially in the UK, where the strategists noted that roughly 20% of UK companies trade below book value, compared with 15% in Germany and France and a global average of 10%. European M&A volumes have risen from their 2023 low and are expected to "remain resilient through 2026," with banks, asset managers and telecoms seeing increased activity. The wider backdrop is also improving. Earnings, economic surprises, PMIs and credit growth are rising, with IPO activity picking up in a muted fashion, together all supporting JPMorgan's view that AI is unlikely to remain "the only story in town."

Read the article

7/24/2026

South Korea Value Creators Report 2026: A Wake-Up Call for Undervalued Companies

Boston Consulting Group News (07/24/26) Lee, Joonho; Kaku, Ichiro; Kim, Seoha; et al.

South Korea’s stock market has forced investors to reconsider the “Korea Discount,” one of Asia’s most persistent undervaluation stories. The Korea Composite Stock Price Index (KOSPI) tripled between the end of 2024 and May 2026, lifted by government reform, AI-fueled semiconductor demand, and rising momentum in defense, shipbuilding, and nuclear power. A market long viewed as structurally undervalued suddenly began to look like one in the early stages of a rerating. The shift is significant because the Korea Discount was never just about low multiples. It reflected deeper concerns about shareholder returns, capital allocation, and governance structures that often appeared to favor controlling shareholders over minority investors. Recent reforms have begun to address those issues, while earnings momentum in globally competitive sectors has given investors a reason to reassess South Korea’s potential. Yet BCG’s 2026 South Korea Value Creators study finds that the rally has not lifted all companies equally. More than 60% of listed South Korean enterprises still trade below book value, and much of the market’s recent gain has been concentrated in a handful of sectors. The first wave of South Korea’s rerating was powered by sector momentum and policy reform. The next will depend on whether companies can improve capital efficiency, strengthen shareholder returns, and earn the investor trust required to sustain higher valuations. Those that fail to do so will face greater pressure from shareholders. South Korea’s equity market delivered one of the strongest performances among major global markets in 2025. The KOSPI's total shareholder return (TSR) reached approximately 76%, far exceeding the roughly 22% average across the top ten global indices. Almost all of that return came from share-price appreciation rather than dividends, suggesting that the rally was not simply the result of higher cash returns to shareholders. It reflected a broader shift in how investors valued South Korean equities. South Korea’s equity market delivered one of the strongest performances among major global markets in 2025. That shift was visible in South Korea’s price-to-book ratio (PBR). The KOSPI’s average PBR rose from 0.8x in 2024 to 1.4x at the end of 2025, with further expansion to 1.9x expected in 2026. At the same time, market expectations for return on equity (ROE) rose sharply: from 7.0% in 2024 and 7.7% in 2025 to 22% in 2026, and is projected to sustain that level in 2027. Because PBR is closely linked to an organization’s ability to generate returns above its cost of equity, this improvement suggests that investors are beginning to reassess whether South Korea’s long-standing structural discount is still justified. Two forces drove this first wave of rerating. The first was earnings momentum in four sectors: semiconductors, shipbuilding, defense, and nuclear power. These sectors benefited from powerful structural tailwinds, including AI-driven demand for memory chips, rising geopolitical demand for defense and shipbuilding, and renewed policy and export momentum in nuclear power. As a result, their market capitalizations rose sharply, and their growing weight in the index lifted the broader market. The total KOSPI market capitalization expanded approximately threefold compared with 2024, with the market cap of semiconductors and hardware growing approximately fivefold. Shipbuilding, defense, and nuclear power each grew three- to sixfold. The picture for other sectors—financials, autos, health care, consumer goods, and media and entertainment—is markedly different. Market cap gains for most of these sectors were less than twofold over the same period, and profitability improvement was limited. The second force was government reform. South Korea’s capital market revitalization policies directly targeted several of the issues long associated with the Korea Discount: weak shareholder returns, inefficient capital allocation, governance structures centered on controlling shareholders, dual listings, and concerns about market fairness. Commercial law amendments, the Corporate Value-Up Program, dividend tax reforms, and proposed restrictions on value-destructive corporate structures all signaled a more forceful effort to align corporate behavior with shareholder value. These reforms matter because they address the institutional roots of South Korea’s valuation gap. Expanding directors’ fiduciary duties toward all shareholders, strengthening audit committee independence, encouraging disclosures, incentivizing dividends, and tightening scrutiny of dual listings all point in the same direction: a market in which capital efficiency and shareholder returns become harder for enterprises to ignore. Despite the recent rally, however, South Korea’s estimated 2026 PBR of 1.9x remains below that of the United States, Taiwan, India, and Europe. Critically, the improvement has been highly concentrated. More than 60% of listed South Korean firms still trade below book value. Outside the four leading sectors, average ROE stands at around 7%—below the roughly 10% cost of equity most investors would require. An ROE below COE means the business is not generating even the minimum return required on the equity capital that shareholders expect. These conditions create a paradox. On headline metrics, South Korea now appears to have one of the highest ROE profiles among major equity markets. But investors remain cautious because much of that improvement is concentrated in a few cyclical or globally exposed sectors, especially semiconductors. The broader market has not yet demonstrated a structural, economy-wide improvement in capital efficiency. That is why the first wave of South Korea’s rerating should be seen as a beginning, not an endpoint. Government policy and sector earnings have changed investor expectations. But a sustainable rerating will require broader corporate action. The next phase will depend on whether businesses beyond semiconductors, shipbuilding, defense, and nuclear power can improve ROE, allocate capital more effectively, and deliver consistent shareholder value. For South Korean companies, improving TSR is no longer simply a matter of investor preference. It is becoming a strategic imperative. There are two reasons. First, South Korea’s equity market is becoming more important to household wealth creation. Household assets have historically been concentrated in real estate and other illiquid assets, but policy efforts are increasingly aimed at shifting more capital toward equities. As a result, the number of domestic retail investors has risen sharply. With equity ownership broadening, corporate value creation becomes not only a market issue but also an economic and social priority. Second, shareholder activism is becoming more forceful. Organizations that underperform on TSR may face pressure that extends beyond calls for higher dividends. Activists are increasingly willing to push for board changes, executive replacement, portfolio restructuring, and asset sales. Shareholder activism is becoming more forceful. Organizations that underperform on TSR may face pressure that extends beyond calls for higher dividends.

Read the article

7/22/2026

Activists Dealt Disclosure Blow by SEC Over Investors Backing Campaigns

Bloomberg (07/22/26) Sun, Mengqi

There’s a little uneasiness in the activist world after new guidance from the U.S. Securities and Exchange Commission (SEC) forcing some 13D filers to disclose investors backing their campaigns. The directive takes aim at so-called sidecars, the special purpose vehicles (SPVs) that activist funds use to raise capital for specific campaigns. Potential investors are often told beforehand about an activist’s strategy and specific target. The SPV then allows the investors, sometimes including pension and sovereign wealth funds, to put money to work without being associated with the campaign. The new guidance is an important development in 13D disclosures, according to Sebastian Alsheimer, who leads the shareholder engagement and activism defense practice at the law firm Cleary Gottlieb Steen & Hamilton. “This will primarily complicate campaigns run by smaller funds who rely more on SPVs than the big established activist funds,” Alsheimer said. Those funds often deploy SPVs to temporarily increase their assets under management and raise money for a specific campaign. The guidance calls to mind an activist campaign against medical device firm Masimo a few years ago. Facing a challenge from Politan Capital Management, Masimo’s board changed its bylaws to require any activist planning to nominate directors to disclose its investors. Politan, however, won a legal battle over the move and the company rescinded the measure from its charter. The SEC’s guidance issued this month could tip the advantage back to boards fighting an activist. “It’s going to mean that some subset of investment funds are going to have to come up with different ways of doing business, not sure what that is yet,” said Ele Klein, who chairs the global shareholder activism group at law firm McDermott Will & Schulte, who represent many activist funds. One activist said that the real concern wasn’t the disclosure requirement itself, but that company boards would now be more emboldened to change their bylaws to demand dissident shareholders looking to nominate directors to disclose their financing source. The manager said that would have a chilling effect on proxy contests, as it would make it easier for companies to entrench their boards.

Read the article