Media Center

Featuring all breaking news and in depth articles and editorial press coverage pertaining to shareholder activism and corporate governance.

Elliott Says Mitsui OSK’s Medium-term Plan Does Not Go ‘Far Enough’
New BP CEO Meg O'Neill Starts Off by Promising Consistency, Staff Note Shows
Palliser Engages MSG Maker Ajinomoto in AI Hunt
Marmite Maker Unilever Creates Food Empire in $45 Billion Merger
Irenic Said to Build Stake in Snap
LG Chem Shareholders Reject Activist Push, Back Management Strategy
Palliser Capital Welcomes Majority-of-Minority Support for Proposals at LG Chem AGM
Investor Artisan Partners Backs Unilever's Plan to Sell Food Unit
Pineal Capital Pushes Teladoc to Consider Split, Other Changes to Boost Value
OraSure Defends Strategy Amid Altai Governance Challenge
LG Chem Woos Shareholders Ahead of Showdown with UK Hedge Fund
EagleBank Disavows Diligence Capital Management’s Board Nominees
Rapid7 Reaches Board Nomination Agreement With JANA Partners
Norwegian Cruise Line to Overhaul Board After Truce With Elliott
Recommendations by Korean Proxy Advisors Signal Strong Support for Palliser’s Proposals Ahead of LG Chem AGM
Impactive's Proxy Fight at WEX May Hit Regulatory Snag, Filing Says
Irenic Capital Management Urges Teleflex to Explore Sale, Oust Stephen Klasko from Chairman Role
Fuji Media Urges Investors Yoshiaki Murakami and Aya Nomura to Sell Stakes
Korea Pension Fund Backs KT, LG Chem Firectors, Rejects Buybacks, Proposals
Kadokawa’s Shareholder Oasis Management Raises Stake to 11.85%, Exceeding Sony’s
Trian, General Catalyst Poised to Win Janus Henderson Bidding War After Victory Capital Bows Out
Six Flags Appoints New Chair Amid Call for Sale
Italy Revises Enhanced Voting Rights Rules in Listed Firms to Prevent Misuse
Italian Gunmaker Beretta Pushes to Raise Stake in Sturm Ruger
Proxy Battle Erupts at EagleBank: Investor Demands Board Overhaul and Strategy Shift
Liontrust Calls Out GAM Alternatives Managers for 'Not Seeking Any Dialogue' With Board
Cevian Doubles Stake in Smith & Nephew to Just Over 10%
Trian, General Catalyst Raise Value of Deal for Janus Henderson
Aspex Calls for Delivery Hero CEO's Removal in Escalation of Campaign
Victory Capital Fires Back at Peltz's Trian as Janus Bidding War Drags On
Shareholder Activism in Asia Drives Global Total to Record High
Dealmakers See More Retail Mergers and IPOs in 2026 After Tariffs Sidelined M&A Last Year
The Changing Proxy Advisor Landscape
Billionaire Nelson Peltz Plans AI Makeover for Janus Henderson
Governance to Remain a ‘Focal Point’ for Shareholders This Proxy Season: Report
Video: Barclays’ Jim Rossman on AI’s Impact on Activist Campaigns
Unilever CEO Fernandez Returns to His Roots With Health and Beauty Makeover
Investors Suing to Vote on ESG Proposals Meet Corporate Pushback
Korea Weighs Inheritance Tax Based on Book Value, Not Market Prices
Elliott Management and the Art of Telling Bosses They’re Wrong
Thirteen State Bills Could Threaten Proxy Advisor Independence, Warns Glass Lewis
Japan Regulator Chief Says Clear Growth Plans Best Defense Against Short-term Activists
Disney's New CEO Josh D'Amaro Steps Up for a Wild Ride
Opinion: The New Rules of Engagement: Trends Reshaping Shareholder Activism in 2026
Opinion: Nelson Peltz has Ample Room to Maneuver for Janus
Palliser Says Korean Investors Starting to Embrace Shareholder Activism
Lululemon Scrambles to Revive Yoga Pants Empire Amid Fight With Founder
Small Investors Fear SEC Will Drive Corporate Gadflies to Extinction
Megadeals Like Toyota’s Set Japan on Course for Record M&A Run
Activist Threat Pushes Japanese Companies to Unwind Cross-shareholdings
Opinion: Homes.com, Zillow and the Affordability Stakes of Who Controls the Listing Marketplace
Investors Target Food Companies as Growth Slows. Lamb Weston Is the Latest
Opinion: Beyond Bidets Lies the Overlooked Plumbing of AI
Governance Frm y’s partners Takes Off as S.Korea’s Family-Owned Firms Face Governance Test
Toyota's Buyout Deal a Bigger Win for Elliott Than for Governance
Opinion: A Win — and a Lesson — from Toyota’s Elliott Deal
Target's Management Under Fire as Investors Agitate for Change
Korea's Market Rally Shifts Tone in Shareholder Activism
Commentary: LSEG's Elliott-Lite Playbook May Just Be Enough
The Activist vs the Carmaker: How Elliott Forced Toyota Into $35 Billion Showdown

4/1/2026

New BP CEO Meg O'Neill Starts Off by Promising Consistency, Staff Note Shows

Reuters (04/01/26) Kelly, Stephanie; Nasralla, Shadia

BP's (BP.L) new CEO Meg O'Neill began her stint on Wednesday by offering consistency while accelerating the group's performance, a year after the company pivoted its strategy firmly back to oil and gas, according to a staff note seen by Reuters. O'Neill is BP's fourth CEO since 2020 and its first external hire for the role in more than a century. She is the first woman to lead a top-five oil major. Formerly of Australia's Woodside Energy (WDS.AX) and Exxon Mobil (XOM.N), O'Neill arrives as BP seeks to move away from an ill-fated foray into renewables. "I believe we can safely accelerate performance and drive innovation, sustainability and growth," she said in the note to employees. "I'm committed to providing clear direction and consistency so we can move forward together with confidence." She joins new chairman Albert Manifold, who took up the role in October and has underscored the need to further reshape BP's portfolio to boost profitability. Elliott Investment Management, one of BP's largest shareholders, has called on Manifold to address what it has called the company's shortcomings. Manifold recently announced a leaner board, with former Shell finance chief Simon Henry among those departing, saying fewer directors would allow for faster decision-making and sharper oversight as part of BP's reset. BP has cut billions of dollars from planned renewable energy projects, pledged to divest $20 billion of assets by 2027, and to reduce debt and costs. Net debt fell to $22 billion from $26 billion in the fourth quarter last year, and BP reiterated its target range of $14 billion-$18 billion by end-2027. The company suspended share buybacks in February to focus on cutting debt and refocusing investment on oil and gas projects.

Read the article

3/31/2026

Palliser Engages MSG Maker Ajinomoto in AI Hunt

Bloomberg (03/31/26) French, Alice

Palliser Capital has expanded its hunt for overlooked AI beneficiaries in Japan with a stake in seasoning maker Ajinomoto Co. (TYO: 2802), according to people familiar with the matter. Palliser has built a position in Ajinomoto within the past six months and is lobbying for the firm to raise prices for its chip insulation products, the people said, asking not to be named as the information is private. Palliser is now among Ajinomoto’s top 25 shareholders, they said. The fund is calling for a more than 30% increase in prices for Ajinomoto Build-Up Film (ABF), according to a document seen by Bloomberg. ABF is used to package high-performance semiconductors, and Palliser believes Ajinomoto is missing out on substantial share price upside from the AI infrastructure buildout, the document shows. The investment is part of Palliser’s move to identify lesser-known winners from the ongoing artificial intelligence boom. It follows the fund’s recent stake in toilet maker Toto Ltd. (TYO: 5332), where it is calling for more disclosure around the company’s chip parts business. Ajinomoto holds more than 90% of global market share for insulating materials used in PCs and data center servers, according to its website. Palliser is urging the company to establish the ABF business as a standalone segment to raise awareness of its strength, according to the people. Ajinomoto shares have gained around 3% in the past six months, underperforming Japan’s benchmark Topix, which has risen almost 12%. In contrast, other chip material makers like Ibiden Co. (4062.T) and Resonac Holdings (4004.T) have rallied more than 60%. Ajinomoto, which is known for discovering MSG seasoning more than 100 years ago, brought its resin-based chip insulating films to market in 1999. Their origins lie in Ajinomoto’s command of MSG. Chlorinated paraffin, a byproduct of the MSG-making process, can be used to soften resin, according to the company’s website. ABF sales are rising due to AI demand and the business will “drive company-wide performance” in upcoming quarters, according to Ajinomoto’s February earnings presentation. The company opened a new facility to produce ABF products in Gunma, central Japan, in October. The ABF business currently falls under Ajinomoto’s “healthcare and others” segment, which accounted for around 29% of the company’s total business profit in the fiscal year ended March 2025.

Read the article

3/31/2026

Marmite Maker Unilever Creates Food Empire in $45 Billion Merger

City AM (03/31/26) Armstrong, Felix

Unilever (LON: ULVR, NYSE: UL) has sealed a $45 billion merger of its food brands with U.S. spice and seasoning giant McCormick (NYSE: MKC), forging a $60 billion food empire in which the London-based firm holds a majority stake. Unilever and its shareholders will own 65% in the new body, with the firm receiving $15.7 billion (£11.6 billion) in cash and the equivalent of $29.1 billion (£21.9 billion) McCormick shares. The merger marks the culmination of a telegraphed push from Unilever to shift away from its food brands, as new chief executive Fernando Fernandez bids to make his consumer juggernaut a “sharper and faster” company. Before the merger was confirmed, analysts had speculated that a straightforward sale would be unlikely because the financial profile of Unilever’s food arm dwarfs that of McCormick. London-based Unilever had been nearing a deal with McCormick since it confirmed talks earlier this month, in which it said its food brands comprise a “highly attractive” business with a “strong financial profile." Fernandez said: “For Unilever, this transaction is another decisive step in sharpening our portfolio and accelerating our strategy towards high-growth categories.” The new chief executive plans to save €800 million over three years and shed 7,500 jobs – including 200 managers as the new chief executive takes aim at “mediocrity” in the firm. Nelson Peltz has been pushing for Unilever to streamline its offering since taking a stake in 2022. Peltz, the founder of Trian Partners, has held a non-executive role on the FTSE 100 firm’s board since building out his stake four years ago. “Having slimmed down, Unilever will want to show it is fighting fit for the future and it will get its next opportunity to do so with next month’s first-quarter update,” Russ Mold, AJ Bell investment director, said. Brendan Foley, McCormick’s chief executive officer, said: “This combination will create a diversified flavor leader with a robust growth profile that remains differentiated by its focus on flavoring calories while others compete for them.” Earlier on Tuesday it emerged that Unilver had placed an immediate freeze on hiring as it braced for costs from the Iran war.

Read the article

3/31/2026

Irenic Said to Build Stake in Snap

Bloomberg (03/31/26) Baker, Liana

Irenic Capital Management has built a position in social media company Snap Inc. (NYSE: SNAP) and is pushing for changes to improve financial and operating performance, according to people familiar with the matter. The investor sent a letter to Snap Chief Executive Officer and co-founder Evan Spiegel, outlining its views it hopes could boost the company’s shares to more than $26 each, the people said, asking not to be identified because the matter is private. Irenic’s economic interest in Snap’s Class A shares is around 2.5%, the people added. Snap’s shares were trading at $4.13 per share at 10:01 a.m. in New York Tuesday, giving it a market value of almost $7 billion. The stock is down 50% this year. “We bought Snap because we think the social network you built is an extraordinarily valuable asset – whose strategic value is only increasing,” Irenic said in the letter, which was reviewed by Bloomberg News. Irenic recommends spinning off or shutting its smart glasses business Specs, which it argued, with $3.5 billion already sunk into it, should “be funded on its own” by now. Snap announced in January that it would create a standalone subsidiary dedicated to Specs. Michael Lynton, chairperson of Snap’s board responded in a statement that “Snap welcomes input from all shareholders and regularly engages with investors on strategy, capital allocation, and governance.” He added that the board and management “are focused on building a more efficient, profitable business while investing with discipline in our long-term roadmap.” He said the company has “taken steps to improve performance, strengthen free cash flow, and offset dilution, and will continue to evaluate actions that drive long-term value for all stockholders.” The hedge fund also proposes that Snap should rationalize its cost structure by cutting its workforce and changing its compensation structure for employees. “Like many of your peers you over-hired,” Irenic said. “Unlike your peers, you haven’t course corrected.” It also suggests doing a stock buyback since shares are so discounted. The company should focus on adopting artificial intelligence to improve ad monetization, pointing to dramatic improvements at Meta Platforms Inc. and AppLovin Corp. at boosting ad revenue. In November, Snap announced a stock buyback program of up to $500 million of its Class A shares. It also unveiled a $400 million partnership with Perplexity AI Inc. to incorporate its AI-powered search engine into Snapchat. As of the end of September, Snapchat had 943 million global monthly active users and daily active users were 477 million. Irenic was founded in 2021 by Adam Katz, who came from Elliott Investment Management, and Andy Dodge from Indaba Capital Management. It has been building out its private equity practice and hired E-Fei Wang from Apollo Global Management Inc., Bloomberg reported this month. The fund has experience running campaigns at controlled companies before and in recent years, pushed for changes at News Corp. (NASDAQ: NWSA), which is backed by the Murdoch family. For Snap, Katz, Dodge and Wang further ask for corporate governance changes and said Class A shareholders should be granted one vote per share. They noted that would only give the public a 36% voting share in the company, which they said was more in line with Meta and Alphabet Inc. Spiegel and his co-founder, Bobby Murphy, control Snap through a special voting class of shares. The company’s shares fell last week as European Union opened an investigation into its social network on how it verifies users’ age and tackles grooming and criminal activities targeting underage users. In February, its shares fell by the most in six months after the company reported a decline in daily users, partly driven by Australia’s ban on social media for children. Snap is also swept up in the national social media litigation in the US. While Snap settled just ahead of the first trial, the verdict against Meta and Google that came down last week is just the beginning in a longer line of similar cases against the three technology companies as well as TikTok. Founded in 2011 and having gone public in 2017, Snap has tried to find its footing as a public company over the years after it started as a disappearing messages company aimed at young people. It is now offering subscription products, planting its flag as a player in tech wearables and preparing to release its first consumer pair of augmented reality glasses later this year. “Snap should not continue doing what it has been doing,” Irenic said it its letter. “It’s not working.” “We have no doubt that your Second Act, saving Snap, the company, can be even more impressive than building Snap,” the investors said at the end of the letter.

Read the article

3/31/2026

LG Chem Shareholders Reject Activist Push, Back Management Strategy

Korea Bizwire (03/31/26)

Shareholders of LG Chem (KRX: 051910) on Tuesday rejected a slate of governance reforms proposed by the British investor Palliser Capital, siding instead with the company’s existing management structure. The proposals were voted down at the company’s annual general meeting, with opposition from the National Pension Service, LG Chem’s second-largest shareholder. The fund argued that the measures could encroach on the board’s authority and introduce unnecessary uncertainty. Palliser had called for a series of changes aimed at boosting shareholder value, including the introduction of advisory shareholder proposals, the appointment of a lead independent director and expanded monetization of LG Chem’s stake in its battery affiliate, LG Energy Solution (KRX: 373220). The fund also pushed for share buybacks, enhanced executive compensation tied to performance metrics and the adoption of financial indicators such as return on equity and net asset value discounts. The investor contended that LG Chem remained significantly undervalued, attributing the gap in part to the spin-off and dual listing of LG Energy Solution. Company executives, however, dismissed the proposals as overly broad and insufficiently structured, warning they could disrupt operations. The National Pension Service echoed those concerns, while noting that LG Chem has already outlined plans to unlock value from its stake in the battery unit. Shareholders separately approved the appointment of Kim Dong-choon, the company's recently named chief executive, as an inside director, consolidating leadership at a time of mounting industry pressures. Speaking at the meeting, Mr. Kim said the temporary shutdown of the company's No. 2 naphtha cracking center in Yeosu was driven by market conditions and would resume when demand recovers. He added that while LG Chem has secured naphtha supplies under U.S. sanctions exemptions, sourcing additional volumes has become more difficult amid escalating tensions in the Middle East. The outcome underscores the limits of shareholder activism in South Korea, where large institutional investors often prioritize stability over sweeping governance changes.

Read the article

3/31/2026

Palliser Capital Welcomes Majority-of-Minority Support for Proposals at LG Chem AGM

Yahoo! Finance (03/31/26)

Palliser Capital is encouraged by the outcome of LG Chem’s (KRX: 051910) Annual General Meeting today, at which Palliser’s proposals received robust support from the majority of LG Chem’s minority shareholders. This underscores unequivocal investor concerns relating to governance shortcomings and the Company’s capital allocation policy. While the voting influence of LG Corp (KRX: 003550) prevented Palliser’s resolutions from passing, the proposed resolutions to facilitate shareholder advisory proposals going forward and the appointment of a Lead Independent Director were supported by approximately 56% and 42%, respectively, of LG Chem’s independent minority shareholders. When excluding votes cast by the second-largest shareholder, the National Pension Service of Korea, minority shareholder support for these resolutions was even higher, with approximately 71% and 53% voting in favor, respectively. "This result represents a powerful signal from LG Chem’s minority shareholders," said James Smith, CIO at Palliser Capital. "A majority of independent investors voted in favor of change. This level of support underscores shareholders’ discontent with the status quo, including recent initiatives from the Company, as well as the growing expectation that LG Chem urgently reform its governance and capital management practices to take action on its deep valuation discount." "We encourage LG Chem’s Board and management, specifically the independent Chair, to engage constructively with shareholders and to respond meaningfully to the concerns expressed through this vote. Ignoring the voice of minority shareholders risks further eroding investor confidence." Palliser’s proposals were designed to enhance long-term shareholder value by strengthening accountability, improving transparency, and promoting better alignment between the interests of controlling and minority shareholders. Majority-of-minority support is widely recognized as a critical benchmark for assessing shareholder sentiment, particularly in companies with concentrated ownership structures. Palliser believes that today’s results should serve as a catalyst for LG Chem to take responsibility by adopting urgent measures to address the Company’s significant value gap, failing which shareholders will no doubt look to take the initiative with bolder measures necessary to further strengthen their rights. In the meantime, Palliser remains committed to continued dialogue with LG Chem and to advocating for governance reforms that support sustainable value creation for all shareholders.

Read the article

3/31/2026

Investor Artisan Partners Backs Unilever's Plan to Sell Food Unit

Reuters (03/31/26) Naidu, Richa

Artisan Partners, which has a history of driving strategic change at consumer companies, welcomed Unilever's (ULVR.L) decision on Tuesday to merge its food business with McCormick (MKC.N), saying the Dove soap maker should now be able to "more effectively manage" its core personal care and home brands. "The company will now more logically separate its interests in the food business and the personal care business," David Samra, managing director of Artisan Partners and founding partner of the International Value Group, told Reuters. He said the deal was also tax-efficient and had given shareholders "an attractive sale price." The merger will create a company worth around $65 billion in the second-largest food transaction in history after Kraft (NASDAQ: KHC) and Heinz's deal in 2015. Unilever's food unit is a high-margin business, but sales growth has lagged the company's personal goods and beauty businesses and weighed on its ambition to increase overall group sales by 4%-6% in the near term. Investor pressure on Unilever to shed food brands increased after it was revealed in 2022 that billionaire activist-shareholder Nelson Peltz had built a stake in the company. Peltz has been linked to the departure of former CEOs Alan Jope and Hein Schumacher, with Fernando Fernandez, Unilever's former finance chief and a veteran beauty and wellbeing executive, promoted to CEO to focus on streamlining the company's portfolio. Artisan has a $1.6 billion stake in Unilever, or 1.22% of the company's shares. It is the British company's ninth-largest investor, according to data from LSEG's Workspace. By comparison, Peltz, a Unilever board member, owns a $1.73 billion stake in the company as its seventh-biggest investor. "The remaining Unilever businesses operate in faster-growing and highly profitable categories and geographic markets," Samra said, adding: "On a standalone basis, these businesses should be able to command a higher earnings multiple." Other investors on Tuesday found the reality of the deal Unilever and McCormick struck hard to digest, perturbed by the transaction's structure, its long timeline to closing and the potential for antitrust scrutiny. Shares in Unilever, owner of Hellmann's mayonnaise and Knorr stock cubes, fell by 7% after the deal was announced, wiping $7 billion from its market value. McCormick, owner of Cholula hot sauce, also took a hit as its shares slid by about 5%. Artisan has in recent years advocated for change at several major global companies, from German pharmaceutical giant Bayer (OTCMKTS: BAYRY) to chocolate maker Barry Callebaut (BARN.SW). In early 2021, Artisan in an open letter called for change at Danone (DANO.PA), saying it had built a stake of more than 3% in the French food giant. About a month later, Danone's then-CEO and chairman, Emmanuel Faber, was ousted and its board overhauled. More recently, Artisan became the second-largest shareholder in Barry Callebaut with a roughly 10% stake.

Read the article

3/31/2026

Pineal Capital Pushes Teladoc to Consider Split, Other Changes to Boost Value

Reuters (03/31/26) Santhosh, Christy

Pineal Capital Management has urged sweeping changes at Teladoc Health (TDOC.N), calling for cost cuts and a potential breakup of the telehealth provider to unlock shareholder value. In an open letter to the board, Pineal said Teladoc should authorize a share repurchase program of at least $200 million, arguing the company's balance sheet is "under-levered." Teladoc's stock has lost about 98% of its value from its pandemic high in February 2021 - a plunge the investor highlighted in its open letter to the company's board as it criticized the lack of share buybacks. The shares closed up 6% after Pineal's letter. A spokesperson for Teladoc said the company continues to engage proactively with its shareholders and appreciates the constructive dialogue with them. In the letter, Pineal called for a full strategic review, including exploring a separation of Teladoc's two core businesses - Integrated Care, which provides virtual primary care and chronic condition management services, and BetterHelp, through a sale or spin-off. It said the current structure creates a "conglomerate discount" and that a breakup could allow each unit to be valued independently, unlocking "substantial" value for shareholders. Teladoc's depressed valuation leaves it vulnerable to a potential takeover, Pineal warned. Besides the split, Pineal also pushed for cost-efficiency measures as the company shifts BetterHelp, which provides online mental health counseling services, towards an insurance-backed model. The investor criticized the board's past capital allocation, calling the 2020 Livongo acquisition "overvalued" and "ill-timed." Pineal also highlighted several growth catalysts, including favorable U.S. policy changes supporting telehealth reimbursement, the rollout of a 24/7 virtual care platform and international expansion opportunities. "We have long viewed activist interest in Teladoc as a significant possibility given the stock's dislocation, and while Pineal Capital's letter doesn't necessarily break new ground, it certainly addresses several of the same concerns we've highlighted for several quarters" said Leerink analyst Michael Cherny.

Read the article

3/30/2026

LG Chem Woos Shareholders Ahead of Showdown with UK Hedge Fund

Korea Times (03/30/26) Jae-hyuk, Park

LG Chem (KRX: 051910) said Monday it will bolster its electronic materials business in an effort to double revenue from the segment to 2 trillion won ($1.3 billion) by 2030 from the current 1 trillion won. On the same day, CEO Kim Dong-choon of the company made his first treasury share purchase since taking office last November, disclosing that he bought 336 common shares on Wednesday for about 99.7 million won. The announcements came a day before LG Chem’s regular general shareholders’ meeting, where the company will face proxy engagement with Palliser Capital. The British hedge fund has called on the Korean chemical maker to boost shareholder value by selling part of its stake in LG Energy Solution (KRX: 373220) (LGES), its battery manufacturing subsidiary. Under its planned business portfolio restructuring, LG Chem aims to preemptively secure material technologies related to semiconductors, electronic devices and next-generation displays, with a stronger focus on higher value-added businesses. Emphasizing that Kim built his career over three decades in LG Chem’s semiconductor, electronics and advanced materials divisions, the company said he is leading the reform drive. “LG Chem has swiftly transformed its business portfolio from petrochemicals to advanced materials faster than any other company,” Kim said in a press release. “Building on its strong focus on next-generation materials, LG Chem will devote all its capabilities and technologies to become a technology-driven, high-value advanced materials company.” Following disclosure of his share purchase, LG Chem said the move reflects Kim’s intent to ensure the company’s long-term growth and strengthen shareholder value. In the fourth quarter of last year, LG Chem posted an operating loss of 413.3 billion won due to sluggish performance in its petrochemical, advanced materials and battery businesses. The company recently shut down one of its naphtha cracking centers due to a supply shortage stemming from the war in Iran. With its stock price remaining weak, Palliser has asked shareholders to support its proposed amendments to LG Chem’s articles of association, which would allow nonbinding advisory shareholder proposals at shareholders’ meetings and the appointment of a lead independent director. If the proposals pass, shareholders would later vote on Palliser’s suggestions to disclose discounts to net asset value, review executive compensation and accelerate the monetization of LG Chem’s stake in LGES. Although Palliser has received support from several global pension funds and proxy advisory firms, the National Pension Service announced it will oppose the proposals, expressing concern that they could restrict the board’s authority. The state-run pension fund is LG Chem’s second-largest shareholder, holding an 8.56% stake. LG Group’s holding company, LG Corp. (KRX: 003550), is the largest with a 34.95% stake. Given this structure, Palliser is unlikely to prevail in the upcoming vote. Still, LG Chem appears determined to defeat the fund by a wide margin to defend its new leadership, particularly as the government pushes policies favoring minority shareholders. After Palliser launched its campaign last October, LG Chem said in January it would cut its stake in LGES to 70% from 79.4% over the next five years. Last month, the company appointed an outside director to chair its board for the first time, saying the move would strengthen the board’s independence and enhance management transparency.

Read the article

3/30/2026

EagleBank Disavows Diligence Capital Management’s Board Nominees

Banking Dive (03/30/26) Ennis, Dan

EagleBank (NASDAQ: EGBN) is disregarding the three board nominees Diligence Capital Management has suggested, the embattled Maryland lender told its shareholders last week. The slate of nominees that Diligence floated earlier this month, along with four proposals meant to improve EagleBank’s performance, are “invalid” because the investor’s notice failed to comply with the bank’s amended bylaws, Eagle said. Further, Eagle said, Diligence Capital is not a shareholder of record and is ineligible to submit a notice indicating that it intends to nominate director candidates or submit business proposals for the bank. Diligence holds roughly 27,500 shares, or less than 0.1%, of Eagle stock. Moreover, Eagle sent to its shareholders proxy cards that did not include Diligence’s suggestions but included a separate new board nominee, Trevor Montano. Montano is the founder of Washington, D.C.-based private investment firm West Potomac Capital who previously spent three years as the chief investment officer at the Treasury Department. “Trevor’s experience as a public company director and advisor to financial institutions enables him to provide valuable insights and support our ongoing efforts to optimize and diversify our loan portfolio, strengthen our deposit base, invest in innovation and capitalize on our market position,” EagleBank’s board chair, Jim Soltesz, said in a statement. Eagle’s annual meeting, where board nominees will stand for election, is May 14. But no proxies with votes in favor of Diligence’s candidates will be recognized or tabulated at the meeting, the bank said, unless the investor takes the matter to court, and the court agrees with Diligence. Diligence CEO Jim Abbott told American Banker last week that a court fight would likely waste valuable resources. “The best approach is to focus all time and efforts and money on the actual turnaround,” he told the publication. “So we’re not interested in spending a lot of time and money and effort to create zero forward progress.” Among its proposals, Diligence wants Eagle to develop a three-year performance improvement plan with specific benchmarks — and for executive compensation to tie into those metrics. Eagle last year reported consecutive quarters with earnings losses of $69.8 million and $67.5 million, respectively. The bank leans heavily into commercial real estate, but its woes predate the immediate past. The bank agreed in 2022 to pay a $22.9 million penalty to the Securities and Exchange Commission and the Federal Reserve to settle claims that its former CEO, Ronald Paul, engaged in insider lending. Paul – who retired in 2019, citing health concerns – has been banned from working in the banking industry. Eagle is looking for its next CEO, too. The bank's current chief executive, Susan Riel, said in November that she would retire this year. In its notice to shareholders, Eagle acknowledged there is no litigation pending from Diligence. However, if a court fight arises, the bank would issue an amended proxy card including Diligence’s nominees. In that case, the annual meeting would be postponed, the bank said. Abbott, however, said the goal is to improve the bank “in the least disruptive way … so that they can make progress.” “But if the company is not making progress, then we need to do something disruptive,” he said. Also among Diligence’s proposals, the investor seeks transparency into Eagle’s plan to dispose of problem loans. It also wants the bank to separate its chair and CEO roles until certain key performance indicators are met. Abbott is among the nominees Diligence is floating to join Eagle’s board. Soltesz, Eagle’s chair, is among the directors Diligence wants to replace.

Read the article

3/27/2026

Norwegian Cruise Line to Overhaul Board After Truce With Elliott

Wall Street Journal (03/27/26) Hart, Connor

Norwegian Cruise Line Holdings (NCLH) said it will reshape its board after reaching a truce with Elliott Investment Management, as the cruise operator works to address operational missteps that have weighed on performance. The cruise operator said Friday it will appoint five new independent directors including Alex Cruz, former chief executive of British Airways, and Kevin Lansberry, who previously served as finance chief for Disney’s (NYSE: DIS) Experiences division. Four current directors will step down as part of the changes. Chief Executive John Chidsey will take on the additional role of chairman, while Cruz will serve as lead independent director. The changes come after Elliott last month disclosed a more-than-10% stake in the line and said it would push for changes to turn the struggling company around. Instead, the two sides reached a cooperation agreement, under which Elliott agreed to customary standstill and voting provisions, Norwegian said. Norwegian has been under pressure following a series of operational and strategic missteps that have weighed on earnings and investor sentiment. Earlier this month, the company reported sharply lower quarterly profit and said its 2026 performance would be hurt by the mistiming of a Caribbean capacity expansion and weaker-than-expected bookings. And now, higher fuel costs tied to escalating geopolitical tensions are expected to weigh on margins. Chidsey, who took over as chief executive last month, has said the company is focused on improving execution, reducing internal complexity and better aligning its commercial strategy, including pricing, marketing and itinerary planning. Elliott has argued that Norwegian has underperformed peers such as Royal Caribbean (NYSE: RCL) and Carnival (NYSE: CCL), and has called for improvements in both financial performance and the guest experience. Elliott previously said that, with the right strategy, it sees a path for Norwegian’s stock to reach $56 per share. Norwegian’s stock was down 1% to $19.65 in early trading Friday. Shares have lost nearly a fifth of their value over the past month, and are at about breakeven for the past year.

Read the article

3/27/2026

Recommendations by Korean Proxy Advisors Signal Strong Support for Palliser’s Proposals Ahead of LG Chem AGM

Business Wire (03/27/26)

Palliser Capital welcomed additional support from leading Korean proxy advisory firms for its proposals at the upcoming Ordinary General Meeting of LG Chem, Ltd. (KRX: 051910). Korea Corporate Governance Service and Sustinvest have recommended that shareholders vote in favor of key elements of Palliser’s proposals, including measures aimed at strengthening governance by ensuring minority shareholders have a voice within the boardroom. Their recommendations build on earlier support from Institutional Shareholder Services and Glass, Lewis & Co., further reinforcing momentum behind Palliser’s calls for the company to address its KRW 60 trillion (US$41 billion) value gap. With support from multiple independent proxy advisors, both international and Korean, Palliser is urging LG Corp. (KRX: 003550), the company’s largest shareholder, to consider these recommendations responsibly and vote in favor of steps to strengthen governance, improve transparency and capital allocation, and address the persistent discount at LG Chem. Beyond Korea, key global institutional investors such as Norges Bank Investment Management, CalPERS, and British Columbia Investment Management have begun to disclose votes in favor of the proposals, signaling growing shareholder support. James Smith, Founder and Chief Investment Officer of Palliser, said: “This level of support from global and Korean proxy advisors and institutional investors reflects a clear consensus that governance at LG Chem must improve. We urge all shareholders, including LG Corp., to follow these recommendations and, in particular, to support Proposal #2.7 to ensure meaningful representation for minority shareholders.” Palliser's Proposal #2.7 would enable advisory proposals to be put up at shareholders’ meetings, allowing shareholders to express their views on key value-enhancing initiatives, including Proposals #3.1–3.3. Proposals #3.1–3.3 relate to key value-enhancing governance and disclosure measures. Proposal #2.8 would enable the appointment of a Lead Independent Director with specific responsibilities to serve as a representative of the independent directors and act as a bridge between the Board and minority shareholders.

Read the article

3/27/2026

Impactive's Proxy Fight at WEX May Hit Regulatory Snag, Filing Says

Reuters (03/27/26) Herbst-Bayliss, Svea

Impactive Capital's board challenge at payment processing and information management services company WEX (WEX.N) may hit a speed bump after the company said this week the investor has not filed potentially critical paperwork. The Federal Deposit Insurance Corporation and the Utah Department of Financial Institutions (UDFI) said Impactive may need to submit applications to press on with its proxy fight, but that it has not yet done so. Impactive spent nearly a year laying the groundwork for what is shaping up as a closely watched and bitter board fight in which the hedge fund wants shareholders to kick out sitting directors and vote in four newcomers, including one of Impactive's co-founders, Lauren Taylor Wolfe. New directors should help management focus on disciplined pricing, cost efficiency and simplifying the business to improve returns and unlock shareholder value, Impactive has said over the last year. But WEX's filing, made on Tuesday and not previously reported, signaled there could be trouble ahead. "Impactive's failure to file such applications with such bank regulators and obtain their prior approval could result in the invalidation of any voting of proxies obtained by Impactive for the annual meeting," the filing said. Impactive owns roughly 5% of WEX and last month named the four director candidates it wants shareholders to elect. A representative for Impactive said the hedge fund "will of course comply with all relevant regulatory requests made as part of the proxy contest process," adding, "As always, we are committed to enhancing value at WEX for all shareholders." A representative for WEX declined to comment. WEX, which has a market value of $5.3 billion, is primarily focused on fleet management, corporate payments, and employee benefits. Its board and management team have considered Impactive's input on strategy, capital allocation, and board composition, Reuters previously reported. WEX owns and operates WEX Bank, a Utah-based industrial-chartered bank, and is therefore regulated by the FDIC and UDFI. The company has not yet set a date for the 2026 annual meeting after last year's meeting was held in May. For nearly a year, Impactive, run by Taylor Wolfe and Christian Asmar, has urged faster progress at WEX, including suggestions the company consider spinning off its benefits segment and adding an investor to the board. WEX said in the filing that it tried to settle the standoff this month by proposing to add Impactive's two independent candidates. Impactive, the filing said, asked for a board seat for an Impactive principal and one of the independent candidates.

Read the article

3/27/2026

Irenic Capital Management Urges Teleflex to Explore Sale, Oust Stephen Klasko from Chairman Role

Philadelphia Business Journal (03/27/26) George, John

Teleflex Inc. (NYSE: TFX) has pushed back on claims made by an investor that the Wayne-based medical device company has not engaged with potential acquirers despite receiving interest from "multiple credible parties." Irenic Capital Management sent a letter Friday to Teleflex's board, led by former Jefferson Health CEO Dr. Stephen Klasko, urging it "to immediately take a more constructive and responsible approach to evaluating strategic alternatives." Irenic called for the company to consider acquisition offers, make meaningful board changes including replacing Klasko with a new chairman, and engage independent advisers to evaluate potential transactions. Irenic is one of the largest shareholders of Teleflex with a 2% ownership stake. The investment firm did not identify the parties it said had interest in buying Teleflex. Teleflex responded to the Irenic letter with a statement Friday afternoon saying its board and management team are committed to acting in the best interests of the company and its shareholders. "Teleflex’s board has clearly demonstrated its willingness to consider all paths that enhance value for shareholders," the company stated. "Teleflex has not rebuffed inbounds from potential acquirers or received proposals to acquire Teleflex. … The Board would thoroughly and thoughtfully consider any bona fide acquisition proposal in the context of the long-term value inherent in the business." Founded in 1943, Teleflex develops and manufactures devices used by hospitals and other health care providers for surgeries, and critical care and vascular access. The company agreed in December to sell three business divisions to two buyers for a combined $2.03 billion. Irenic said in its letter that representatives of the firm expressed their concerns to Klasko. "He made clear to us that, in his view, it did not make sense to even have a conversation with interested parties at this point – regardless of how much such parties might be willing to pay for Teleflex," the letter states. "We firmly believe that posture is unreasonable and irresponsible." In its response, the company said it met with Irenic on March 19 and the investment firm is now "grossly mischaracterizing" the discussion — in particular the words of Klasko. "Further, Irenic’s statement that 'the board has directed the Company’s advisors to refuse approaches from potential acquirors' is patently false," Teleflex said in its statement. Teleflex is in the midst of a CEO search following the January departure of Liam Kelly. Irenic stated in its letter that Telefex said it was making strategic decisions during its CEO search with the goal of maximizing shareholder value. Irenic noted Teleflex's shareholder return over the past five years is down 73%. "We do not believe this board has earned the right to unilaterally determine how value is best created on shareholders’ behalf, and particularly not before it has thoroughly assessed all potential alternatives," Irenic stated. Teleflex agreed to sell its original equipment manufacturer business in December to a partnership of private equity firms Montagu of London and Kohlberg of New York for $1.5 billion. In a separate transaction, Teleflex will sell its acute care and interventional urology businesses to United Kingdom-based Intersurgical Ltd. for $530 million. Both deals are subject to regulatory approval and are expected to be completed during the second half of 2026. Teleflex posted a net loss of $905.6 million in 2025 on revenue of $1.99 billion. The company said the loss reflected the impact of one-time impairment charges, restructuring and discontinued operations. It earned $69.7 million in 2024 on revenue of $1.7 billion. Shares of Teleflex were up 5% to $116.26 in mid-afternoon trading Friday.

Read the article

3/26/2026

Korea Pension Fund Backs KT, LG Chem Firectors, Rejects Buybacks, Proposals

Chosun Biz (South Korea) (03/26/26) Yoo-joeng, Kwon

The National Pension Service supported the appointment of the CEO and inside directors among the agenda items at the KT (NYSE: KT) and LG Chem (KRX: 051910) shareholders' meetings, while voting against the plan to dispose of treasury shares and against the shareholder proposal. The National Pension Fund stewardship responsibility expert committee held its sixth meeting on the 26th and reviewed how the National Pension Service would exercise its voting rights on agenda items for the regular shareholders' meetings of KT, LG Chem and Hyundai Rotem (KRX: 064350). First, the stewardship committee decided to support the appointments of CEO Park Yoon-young, inside director Park Hyun-jin and outside director Yoon Jong-soo among the agenda items for KT's shareholders' meeting to be held on the 31st of this month. However, it opposed the agenda item to approve the plan to hold and dispose of treasury shares, saying it was inconsistent with the previously disclosed purpose of "enhancing shareholder value." For the LG Chem shareholders' meeting to be held the same day, the stewardship committee decided to support the appointment of CEO Kim Dong-chun as an inside director while voting against the shareholder proposal from the U.K.-based hedge fund Palliser Capital. Recently, Palliser Capital submitted a shareholder proposal calling for the introduction of advisory shareholder proposals, the appointment of a lead independent director, and the repurchase and cancellation of treasury shares. Palliser Capital holds 0.67% equity in LG Chem. Regarding the "agenda item to amend the articles of incorporation to introduce advisory shareholder proposals," the committee explained, "We determined that the amendment, which would allow proposals to make the company's governance structure, capital allocation policy and executive compensation policy matters for the shareholders' meeting, could limit the board's authority." It also decided to oppose the agenda item to amend the articles to appoint a lead independent director, judging that "given that the board chair is currently an outside director and the role is separate from the CEO, there is little need to have a separate lead independent director." The committee also opposed the overhaul of the executive compensation system linked to the introduction of advisory shareholder proposals. The item would introduce equity-linked compensation and reflect the NAV (net worth asset value) discount rate and return on equity (ROE) in the key performance indicators (KPI). The committee explained, "The company has already disclosed a plan to monetize its equity in LG Energy Solution (KRX: 373220), and if equity monetization proceeds according to the shareholder proposal, it could negatively affect shareholder value." For the Hyundai Rotem shareholders' meeting on the 27th, the committee decided to support all items, including the appointment of President Lee Yong-bae as an inside director, the appointments of inside directors Cho Hyung-jun and Jeong Jae-ho, and the appointment of outside director Kwak Se-bung as a member of the audit committee.

Read the article

3/26/2026

Kadokawa’s Shareholder Oasis Management Raises Stake to 11.85%, Exceeding Sony’s

Automaton (03/26/26)

Oasis Management Company, a Hong-Kong based international hedge fund management firm, has acquired additional shares in major Japanese manga and game publisher Kadokawa (9468.T), as reported by GameBiz. According to the amended version of a report submitted to the Financial Services Agency, the number of shares held by Oasis increased from over 14 million to over 17 million, with its ownership percentage rising from 10.00% to 11.85%. A week ago, on March 19, we reported that Oasis had acquired an 8.86% stake in Kadokawa, exceeding the 5% threshold for “large shareholders.” Only five days later, it was revealed that Oasis had bought additional shares in Kadokawa, pushing their ownership percentage up to 10% (Source: GameBiz). With seemingly no time to waste until the general shareholders meeting scheduled for June, as mentioned earlier, the investor has yet again increased its stake, owning 11.18% of Kadokawa at the time of writing. As a result, Oasis has now become one of Kadokawa's largest shareholders, even exceeding Sony's 10.09% stake. To provide some background, Oasis Management Company is known as an activist investor, meaning that it seeks to buy significant stakes in companies in order to influence how they are managed, usually with the purpose of increasing shareholder returns (not to be confused with political activism). Asides from putting pressure on multiple major companies in Japan, within the video game industry, the fund is somewhat infamous for urging Nintendo to “immediately enter the mobile market” back in 2014. Earlier this month, Oasis stated that the purpose of its acquisition of Kadokawa shares is “portfolio investment” and “important proposal activities” in the interest of “protecting shareholder value.” While the fund hasn't announced anything specific so far, we will probably see whether and how the huge acquisition reflects on Kadokawa's leadership once June's general shareholders meeting is in session.

Read the article

3/25/2026

Trian, General Catalyst Poised to Win Janus Henderson Bidding War After Victory Capital Bows Out

Wall Street Journal (03/25/26) Schisgall, Elias; Miller, Nicholas G.

Victory Capital (NASDAQ: VCTR) withdrew its bid to acquire Janus Henderson (NYSE: JHG), clearing the way for Trian Fund Management and General Catalyst to buy the asset-management firm. Victory dropped out of the bidding war on Tuesday after Trian Fund Management and General Catalyst increased the value of their agreement to buy Janus by $3, to $52 a share in cash. The revised agreement represents a 25% premium to Janus Henderson’s closing price on Oct. 24, the last trading day before the initial Trian and General Catalyst proposal was made public, Janus Henderson said. The company said its board determined that the competing bid from Victory Capital isn’t a superior proposal to the deal with Trian and General Catalyst and “presents unacceptably high closing risks.” Victory said it was only ready to move forward with a proposal that had the full support of a special committee of the Janus board. “While the Company is disappointed with the process run by the Special Committee, its admiration for the Janus Henderson business and its talented investment professionals remains unchanged,” Victory said Tuesday. Victory shares were up 2.1%, to $69, in after-hours trading. Shares of Janus Henderson fell 1.4%. Victory’s proposal included $40 a share in cash and a fixed exchange ratio of 0.250 shares of its stock for each Janus share, which Victory on Monday said translated to total consideration of $57.05 a share. Janus Henderson said Trian and General Catalyst are committed to closing by mid-2026. If the transaction hasn’t been completed by June 30 because of a delay in regulatory approvals, Janus Henderson would be allowed to pay a dividend of $1 a share in each quarter between July 1 and closing.

Read the article

3/25/2026

Six Flags Appoints New Chair Amid Call for Sale

Reuters (03/25/26) Herbst-Bayliss, Svea

Theme park operator Six Flags Entertainment (FUN.N) on Wednesday announced a change in leadership on its board, naming Richard Haddrill as executive chairman. Last week Jana Partners told the company in a letter seen by Reuters that it wants the company to immediately appoint a new chairman and explore a sale. Marilyn Spiegel, who was named chair in January, will serve as lead independent director. She has been a director at Six Flags since 2023. Haddrill previously served as executive vice chairman of the board of Scientific Games and was chief executive of Bally Technologies (NYSE: BYI). “This change in board leadership is an important step in the right direction,” a representative for Jana said on Wednesday morning. Reuters reported last week that Jana's managing partner Scott Ostfeld wrote to the company that the hedge fund has concerns about the board's ability to "deliver" for shareholders and calls on the company to engage with buyers. Jana publicly expressed support for Six Flags new CEO John Reilly, who was appointed in November, but wrote last week that it wanted to see a new board chair after months of private engagement raised concerns about the group's effectiveness. Investors have only a few more days to decide on possibly launching a proxy fight by nominating director candidates to replace sitting board members. The theme park's stock price has climbed 10% this year but remains down 56% over the last 12 months. In February, Reilly had said that while 2025 results had come in short of the company's expectations, "the work completed over the past year has strengthened the foundation of our enterprise." He said the company improved park infrastructure, added new attractions, upgraded technology and enhanced food and beverage offerings. He also said the company's efforts are sure to "restore profitable growth that is sustainable over time." Jana is not the first investor to push Six Flags for changes. In October, only days before Jana's position was unveiled, the company added an executive from Sachem Head Capital Management, which owns roughly 5% of the company, to the board.

Read the article

3/25/2026

Italy Revises Enhanced Voting Rights Rules in Listed Firms to Prevent Misuse

Reuters (03/25/26) Fonte, Giuseppe

Italy plans to revise rules on enhanced voting rights to prevent leading shareholders from forcing the hand of minority investors in takeover bids aimed at de-listing companies, a draft decree seen by Reuters showed on Wednesday. Prime Minister Giorgia Meloni's government strengthened in 2024 a mechanism designed to boost voting power of key investors by up to ten-fold, to encourage owners to list their businesses in Milan without having to worry about losing control to other shareholders. Investors have, however, complained about an improper use of the new rules, which in some cases have been employed to take a company private, contrary to the government's plans. Rome will now provide for enhanced voting rights to be frozen at shareholder meetings called to vote on merger deals intended to delist a company or on plans to move its registered office abroad, the draft showed. Regardless of their misuse, the new rules on enhanced voting rights have angered asset managers including large foreign funds, which favor a "one share, one vote" rule that prevents a concentration of power in the hands of a few. Italy is a country where many businesses still have influential family or founding shareholders. The Italian market capitalization stood at 48% of gross domestic product (GDP) in 2025, according to data from market watchdog Consob, among the lowest in advanced economies. Amber Capital has argued the voting rules were being exploited to the detriment of smaller shareholders in the takeover of Milan-listed Antares Vision (ANV.MI) by U.S. technology group Crane NXT (NYSE: CXT). The decree also lifts a ban preventing two or more banking or insurance companies competing with each other from sharing members of their respective boards of directors, the so-called interlocking directorates. Introduced in Italy by former Prime Minister Mario Monti at the height of the financial crisis in late 2011, the ban on interlocking directorates was intended to safeguard the quality and independence of board decisions in the financial sector. Meloni decided to uphold a request championed by Italy's banking lobby ABI. The government justified the choice by arguing that rules on 'fit and proper' assessment for managers would achieve effects similar to those of the scrapped ban, through limits on the number of concurrent roles, time commitment requirements, and criteria relating to independence of judgment.

Read the article

3/25/2026

Italian Gunmaker Beretta Pushes to Raise Stake in Sturm Ruger

Financial Times (03/25/26) Barnes, Oliver

Beretta Holding, the world’s oldest firearms manufacturer, is pushing to boost its stake in U.S.-based Sturm Ruger (NYSE: RGR) to 30% in the latest escalation in the stand-off between the two gunmakers. The family-owned Italian firearms group has written to Ruger’s board to express its desire to boost its shareholding from just under 10% to 30%, according to a regulatory filing on Wednesday. Beretta, which traces its origins back to 16th-century Brescia, last month launched a proxy fight to install four rival directors on Ruger’s nine-member board, in an effort to push the company to engage on possible strategic partnerships. Ruger previously dismissed Beretta’s pressure campaign as an “ongoing creeping takeover,” arguing that Beretta had failed to negotiate in good faith. Ruger did not immediately respond to a request for comment. In the letter, Beretta, which is already Ruger’s largest shareholder, outlined plans to launch an all-cash tender to buy a further 20% of Ruger’s stock at $44.80 a share, a 10% premium to Tuesday’s closing price. “Our patience has run out,” wrote Beretta’s general manager Robert Eckert in the letter. “Since you have suspended further negotiations, the only choice we have for seeking to increase our position and more strongly aligning our interests is to make a tender offer directly to Ruger shareholders.” Beretta asked Ruger to waive its poison pill takeover defense — adopted in October after Beretta disclosed its stake — to allow the tender offer to be put to shareholders. It gave Ruger until the end of this month to respond to the request. The move by Beretta is the latest shot across the bow in the Italian group’s efforts to shake up its struggling U.S. rival, whose board it accused in a letter last week of overseeing share price underperformance, poor financial results and corporate governance failings. Beretta, which generated almost €1.7 billion in sales in 2024, is best known for its eponymous pistol as well as assault rifles and hunting shotguns. Ruger is one of the best-known revolver manufacturers and also makes hunting rifles. Shares in Ruger, one of only two listed U.S. gunmakers alongside Smith & Wesson (NASDAQ: SWBI), have lost more than half their value since rising to record highs in late 2021, leaving it with a market value of nearly $650 million at Tuesday’s close. Ruger said in a public letter earlier this month that Beretta repeatedly threatened to “go to war” if its demands, which included for Ruger to issue additional stock at a discount to market price to allow Beretta to further boost its stake, were not met. “The board is committed to continuing to act decisively to protect Ruger’s other stockholders from Beretta’s aggressive campaign to seize control on unfair terms,” Ruger said. Beretta stressed in the letter that it was “not seeking control of Ruger.” The company — which is run by Pietro Gussalli Beretta, a 15th-generation descendant of founder Bartolomeo Beretta — remained open to further negotiations with Ruger, according to a person familiar with the matter. In the letter, Beretta pushed back at the idea that it is a direct competitor to Ruger, arguing that shotguns make up most of its U.S. sales, meaning there is little overlap with Ruger’s most popular rifle and pistol products. The United States, with its liberal gun laws provided by the Second Amendment, is the biggest market for firearms manufacturers.

Read the article

3/25/2026

Proxy Battle Erupts at EagleBank: Investor Demands Board Overhaul and Strategy Shift

Washington Business Journal (03/25/26) Kline, Alan

An investor in Eagle Bancorp Inc. (NASDAQ: EGBN) is pressuring the struggling Bethesda company to shake up its board and cease its practice of selling off commercial real estate loans, arguing that big changes are needed to reverse two years of steep losses and return the bank to profitability. But the company, the parent of $10.5 billion-asset EagleBank, is fighting back, urging investors in a regulatory filing Tuesday to reject the investor’s slate of nominees and reelect most of its existing directors at its May annual meeting. The proxy battle exploded into view this week after the investor, Salt Lake City-based Diligence Capital Management, fired off a letter to Eagle Bancorp’s board of directors demanding the company replace Chairman James Soltesz and two other directors with three of its own nominees, all with experience turning around problem banks. Diligence Capital was also highly critical of the bank’s recent strategy of moving problem CRE loans, primarily office loans, off its books, arguing that holding those loans and working through them would produce better results. The proxy fight is playing out during a turbulent time for Eagle Bancorp, which lost more than $138 million last year after setting aside $280 million for problem CRE loans and is under investigation for potential violations of its anti-money-laundering controls. It’s also coming as the bank is searching for a new CEO to replace Susan Riel, who announced late last year she would step down by the end of 2026. Last week, the company disclosed it is paying out $1.2 million in bonuses to three top executives as incentives to keep them on during the leadership transition. Diligence Capital was founded in 2024 and is headed by James Abbott, a one-time bank analyst who later became the longtime head of relations at Zions Bancorporation (NASDAQ: ZION) in Salt Lake City. The company says it began amassing Eagle shares in July and owns about 27,500 — or less than 1% — of the bank's outstanding shares, according to reports. In the letter to Eagle’s board, Abbott said he and others at Diligence Capital have tried on three occasions since the fall to meet with company officials to discuss proposed governance changes and each time were rejected. Abbott is calling on the company to replace Soltesz, its chairman since November, when Riel stepped down from the chair role, as well as directors Benjamin Soto and Steven Freidkin. Soltesz, the CEO of Rockville engineering firm Soltesz Inc., has been a board member since 2007 and had been lead independent director since 2021 before being elevated to chairman. Soto, a D.C. real estate attorney, has been a board member of EagleBank since 2006 and the holding company since 2019, and Freidkin, the founder and CEO of McLean tech firm Ntiva Inc., joined the holding company board in 2021. In their place, Diligence has nominated Abbott, former Zions Chief Risk Officer Keith Maio and David Hooston, a former chief financial officer at four publicly traded banks. Diligence supports seven of the bank's other nominees, including Riel. "Diligence analyzed the qualifications of Eagle's board and believes the current composition lacks experience in bank turnaround situations, particularly navigating credit stress and elevated regulatory pressure," Diligence said in a statement. Eagle has reconstructed its board of late, adding two seasoned bank directors in September and just this week nominated Trevor Montano, a former chief investment officer at the Treasury Department and experienced bank director, to stand for election at the May 14 annual meeting. It's pushing back, though, against Diligence Capital's efforts to nominate its three candidates, arguing, among other things, that Diligence is an ordinary retail investor and not a registered shareholder and "therefore, is ineligible, to submit a notice of its intention to nominate director candidates." Eagle further argued that Diligence missed a key deadline for submitting its slate of nominees and did not file its notice with the Securities and Exchange Commission, in violation of the bank's bylaws. Apart from the board changes, Diligence is also calling for a slew of other governance changes at EagleBank. They include: keeping the roles of CEO and chair separate at least until the company's profitability and credit quality metrics are at peer levels; developing a three-year plan to fix risk and capital management issues and boost revenue growth and publish that plan by July 31; immediately ceasing the sale of CRE loans and hiring a team of workout specialists instead; and significantly improving disclosures surrounding its concentration of CRE loans. Eagle's shares were trading at $24.98 Wednesday morning, up 1.3% from Tuesday's closing price. The shares are up more than 16% since the start of the year though are trading well below their all-time high of nearly $70.

Read the article

3/24/2026

Liontrust Calls Out GAM Alternatives Managers for 'Not Seeking Any Dialogue' With Board

Investment Week (03/24/26) Angeloni, Cristian

The board of Liontrust Asset Management (LON: LIO) has hit back at investors and GAM Alternatives portfolio managers Albert Saporta and Randel Freeman after the duo called for a strategic review and sale of the firm. Liontrust told Investment Week that the two managers "had not sought any dialogue with Liontrust prior to their open letter" and that the asset manager would have welcomed such a discussion and would have sought to "engage constructively" with them. In an open letter on Monday (March 23) the two managers, who co-run the GAM Global Opportunities and GAM Global Special Situations funds representing 3.6% of Liontrust, highlighted that Liontrust's share price dropped by 60% in less than three years and by 85% since its 2021 peak, while assets under management have almost halved over the same period, from £42.3 billion to £22 billion. The manager duo also called out Liontrust CEO John Ions's compensation, which has totaled £40 million since taking on the top job in 2010, as they claimed it was "unheard of in the UK." Liontrust's acquisitions were also criticized for being "value destruction on a grand scale." "We wonder how it is possible for an executive team to be in place for such a long time on such a compensation scheme given such appalling circumstances," Saporta and Freeman added. Liontrust mentioned a "challenging environment for active asset managers," but defended its proposed £10 million acquisition of River Global, aimed at diversifying its product range and expected to be "materially EPS accretive" from 2028. The board added: "We have been successful in expanding our client base globally and have secured new institutional mandates in recent months, demonstrating the progress we have made against our strategic objectives." Liontrust had tried to acquire GAM in the summer of 2023 but, after a six-month spat with GAM investor group NewGAMe and Bruellan, the deal fell through.

Read the article

3/24/2026

Aspex Calls for Delivery Hero CEO's Removal in Escalation of Campaign

Reuters (03/24/26) Huebner, Alexander; Ersen, Hakan

Aspex, a major Delivery Hero (DHER.DE) shareholder, on Tuesday urged the online takeaway group's supervisory board to oust the CEO and his top management team, escalating the investor's push for a strategic overhaul. "Wholesale changes in the management team will be required to address issues faced by the company," Aspex Management said in a letter to Delivery Hero Chair Kristin Skogen Lund and other members of the non-executive supervisory board, seen by Reuters. "Fellow shareholders share our view that (CEO) Niklas Oestberg's strategy is flawed, and that Delivery Hero’s operational underperformance against peers is accelerating," it said, adding that the company had suffered from compliance and control failures. Delivery Hero acknowledged the letter from Aspex. "We are progressing with the strategic review and it remains an ongoing core focus of both the Management and Supervisory Board," it said in a statement. The direct call for Oestberg's removal marks an escalation after Aspex wrote to him earlier this month, warning his job could be at risk without faster progress in the review. On Tuesday, Delivery Hero agreed to sell its Foodpanda delivery business in Taiwan to ride-hailing and delivery firm Grab (GRAB.O) for $600 million in cash, which Oestberg called "a key first step" in the review. Aspex said the deal terms showed the business's value had been "significantly eroded." "This stresses the urgency by which further assets must be divested in competitive sales processes to prevent further destruction of shareholder value," it added.

Read the article

3/23/2026

Victory Capital Fires Back at Peltz's Trian as Janus Bidding War Drags On

Reuters (03/23/26) Basil, Arasu Kannagi

Victory Capital (VCTR.O) on Monday fired back at Nelson Peltz's Trian over the criticism of its latest $8.6 billion proposal for asset manager Janus Henderson (JHG.N), saying the investor was making "efforts to blanket market with misinformation." San Antonio, Texas-based Victory said recent reports regarding the purported views of Janus' employees and clients on its proposal were an attempt to "manufacture uncertainty" in the market around its ability to close the proposed transaction. Trian, Janus' largest shareholder with a 20.7% stake, had on Friday raised concerns about Victory's sweetened offer, which rivals its own take-private deal with Janus. The high-stakes battle for the $493 billion asset manager has intensified in recent weeks, after Victory in late February went public with its $8.6 billion cash-and-stock offer for Janus. Despite being spurned multiple times by the Janus board since November, Victory has maintained its dogged pursuit for the asset manager. The firm last week sweetened its $8.6 billion bid with more cash. Janus declined to comment. Trian and General Catalyst did not immediately respond to Reuters' requests for comment. The Wall Street Journal reported last week that clients, including senior officials at wealth-management arms of Morgan Stanley (MS.N) and Citigroup (C.N) had expressed discomfort to Janus executives about Victory's plans and potential cost cuts. Addressing the media reports, Victory said it "has been told that those statements in the press do not reflect the corporate positions of these institutions." The firm said the wealth-management units of Morgan Stanley and Citigroup are clients of both Victory and Janus and are familiar with its products. "Victory Capital believes these are manufactured attempts by those who stand to benefit from the transaction to create uncertainty and doubt about Victory Capital's superior proposal," it said.

Read the article

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

4/1/2026

The Changing Proxy Advisor Landscape

Reuters - Practical Law Journal (04/01/26) Aquila, Francis J.

Francis J. Aquila, partner at Sullivan & Cromwell LLP, writes that proxy advisors have long played an important role in investor voting. Voting outcomes across companies on a range of matters, including director elections, executive compensation, governance provisions, and strategic transactions, traditionally align closely with the recommendations of proxy advisors based on their benchmark policies. However, recent developments could impact the long-standing equilibrium between public companies, their investor base, and proxy advisors, and have significant implications for corporate governance and shareholder engagement. In high-stakes situations, such as close votes and activist campaigns, recommendations from proxy advisors often framed the public discourse and could influence voting outcomes. Engagement with proxy advisors has often been crucial for obtaining a positive outcome. In the context of activism defense, a company’s adoption of governance practices that align with benchmark policies has been a helpful strategy for gaining proxy advisor support when a high-stakes situation does arise. For the upcoming year, proxy advisor recommendations will likely continue to meaningfully correlate with voting outcomes in many cases, even if the degree of alignment is decreasing. This means that reviewing and understanding the priorities reflected in proxy advisor policies will likely remain a useful exercise for the Board. However, particularly in close votes and contested situations, it will be increasingly important for the Company to understand how shareholders are currently using proxy advisory policies and services rather than assume voting alignment with proxy advisor benchmark policies. Given the evolving nature of investor voting practices and limited visibility into them, this exercise will likely require the involvement of experienced advisors who can combine historical data analysis (which may be less predictive than in the past) with up-to-date information on the latest trends. Additionally, in recent months, many issuers have had a harder time obtaining an engagement meeting with proxy advisors. Even successful engagement efforts with proxy advisors may no longer yield the same level of impact on overall shareholder votes due to the increasing customization of institution-specific policies and internal voting frameworks. Round red table symbolizing important issues facing boards of directors of U.S. companies. Companies should prioritize articulated investor priorities, rather than assumed benchmark alignment, when making governance and shareholder engagement decisions. Against this backdrop, a careful process, informed engagement, and disciplined planning are not optional refinements for the Company. The changing proxy advisor landscape calls for deliberate, ongoing reflection and recalibration. To remain prepared for shareholder activism in this environment, the Board should monitor developments regarding proxy advisors and related responses from key shareholders, including any updates to voting practices. The Board should also continue to maintain and update its understanding of the expectations and priorities of key shareholders, which continue to evolve. Companies should prioritize articulated investor priorities, rather than assumed benchmark alignment, when making governance and shareholder engagement decisions. “Tabletop exercises” with experienced advisors (such as law firms, investment banks, and public relations firms) can be very helpful in both activism situations and ordinary-course corporate governance planning. These simulated contested situations can help the Board and management evaluate how different shareholder constituencies may respond in a diverse range of scenarios, anticipate inflection points in alignment and conflict, and identify where engagement efforts may be most impactful. Experienced advisors can help the Company remain prepared for shareholder activism, particularly in light of the evolving proxy advisor landscape.

Read the article

4/1/2026

Billionaire Nelson Peltz Plans AI Makeover for Janus Henderson

Bloomberg (04/01/26) Gyftopoulou, Loukia

Now that Nelson Peltz has won a surprise bidding war for Janus Henderson Group Plc (NYSE: JHG), the investor can start to revamp the $493 billion asset manager he has circled for years. Peltz is paying about $8 billion, or $52 per share, for Janus Henderson – more than twice where its stock was trading when his Trian Fund Management disclosed its position in late 2020. At age 83, Peltz – who over the years has famously tangled with corporate giants — is shelling out for what many see as a fixer-upper. Fees are getting squeezed in the age of low-cost index funds, and Janus Henderson’s performance has been mixed since the 2017 merger that created it. According to people familiar with Peltz’s thinking, Trian intends to use artificial intelligence to streamline Janus Henderson’s business and wring out time-consuming processes. Central to all of this is Trian's partner in the deal, General Catalyst, the technology-focused investor that has backed Anthropic, Stripe and defense tech firm Anduril Industries Inc., among others. General Catalyst has invested billions in AI companies, applications and partnerships. It recently launched a company called Percepta that deploys AI researchers, engineers and product managers across a range of businesses to transform traditional workflows using artificial intelligence. Soon on its to-do list: Janus Henderson. Percepta, whose founding team included alumni of data-analysis firm Palantir Technologies Inc. (NASDAQ: PLTR), will be part of Peltz’s effort to modernize middle- and back-office functions, according to people familiar with the plan. Janus already uses some AI tools but plans to deploy Percepta’s more-advanced technology to speed up lengthy fund-creation and other processes and meet investors’ growing demands, people familiar with the matter said. Without public shareholders to answer to, Janus will be able to spend big on these new technologies and make hires in other parts of the business. Representatives for Trian, General Catalyst and Janus Henderson declined to comment. Peltz has been shaking up Janus Henderson off and on for years now. When Trian began amassing its stake, Janus was bleeding assets and still struggling as a merged firm. Peltz quickly cleaned house, assumed two board seats and pushed for new leadership. Ali Dibadj took over as chief executive officer in 2022, and Peltz cheered his arrival. The new CEO has managed to win back clients, reverse several years of outflows and heal divisions within the firm, insiders say. Given Trian's history with Janus Henderson, the sudden emergence of a rival suitor unsettled some at the company. A relative unknown, Victory Capital Holdings (NASDAQ: VCTR), first approached Janus Henderson's board in November and then went public with an offer in February. Dibadj and other executives were soon fielding calls from anxious clients, people familiar with the matter said. Victory, a Texas-based acquisitive mutual fund firm, has a reputation for aggressive cost-cutting and running lean operations, a process Janus Henderson employees were referring to internally as “cost-gutting,” according to the people familiar with the matter. Money managers handling roughly a third of the firm's assets threatened to quit if Victory won. Victory, for its part, accused Janus Henderson of not engaging with its offer. Trian shot back, saying Victory lacked the cash to seal a deal. Janus Henderson told shareholders to stick with Trian’s offer. Privately, some in the Victory camp claimed they could win over shareholders without Trian’s blessing, separate people familiar with the matter said. Victory had lined up Wells Fargo & Co. (NYSE: WFC) and Royal Bank of Canada (NYSE: RY) to finance its bid, Bloomberg previously reported. But weeks into the public bidding war, RBC had yet to commit the capital for the offer. In a document dated March 17 that was seen by Bloomberg News, the bank said it would offer the credit line only after completing its due diligence. On March 24, Victory threw in the towel, handing Janus Henderson to Peltz and General Catalyst. Victory did not respond to a request for comment. Now comes the hard part. Modernizing a money manager with $493 billion of assets, thousands of employees and clunky internal processes won’t be quick or easy. The AI integration at the heart of Peltz’s plan will take time, patience and money. Peltz has hankered after Janus Henderson for years. Now, it’s his to fix up.

Read the article

4/1/2026

Governance to Remain a ‘Focal Point’ for Shareholders This Proxy Season: Report

ESG Dive (04/01/26) Johnson, Lamar

The number of shareholder proposals filed at S&P 500 and Russell 3000 companies both fell in 2025, after a record year in 2024. The March report noted that “companies now face a proxy environment defined less by volume and more by discretion, legal complexity, and evolving investor expectations.” The number of proposals filed this proxy season “may remain subdued,” but there is expected to be increased scrutiny on the design of submissions, asset managers’ engagement practices and exclusion decisions, The Conference Board said. Corporate governance and executive compensation-related shareholder proposals were the most likely to receive shareholder support in 2025. Corporate governance proposals have received the highest average shareholder support for the past three years, while support for environmental, social and human capital management-related proposals have seen support decline since 2023, per the report's findings. Average shareholder support for governance proposals at Russell 3000 companies was 39% in 2025, stagnant from 2024. Executive compensation proposals were the only topic that saw its average support rise year over year in 2025, with such proposals receiving 16% average shareholder support at Russell 3000 companies, up from 14% in 2024. Average support for executive compensation proposals is still below its 2023 level of 22%, according to the report. The support for governance and executive compensation proposals reinforces “investor prioritization of issues perceived as directly tied to board accountability, pay alignment, and oversight effectiveness,” the report said. This proxy season outlook was also backed by Russell Reynolds Associates and Rutgers Law School's Center for Corporate Law and Governance, alongside The Conference Board and ESGAUGE. To develop the report, The Conference Board reviewed recent management and shareholder proposals at S&P 500 and Russell 3000 companies in a webinar and also spoke to chief legal officers and corporate secretaries “at leading companies in a Chatham House Rule session, the report said. Investors are expected to continue to favor narrowly-tailored governance proposals focused on “clearly articulated governance gaps” that are “aligned with prevailing market norms,” the report said. Executive compensation filings are seen as a “secondary channel for shareholder engagement on pay issues,” The Conference Board said. The regulatory changes to the engagement process initially caused large asset management firms like BlackRock (NYSE: BLK) and Vanguard to pause all engagement meetings. The policy change is still leading to scaled-back engagement, leaving “many asset managers, especially index funds, reluctant to press companies on corporate governance or other policy matters, closing a key channel of communication,” according to a separate report Diligent Market Intelligence released last week. The Securities and Exchange Commission (SEC) also announced in November that it would not weigh in on most no-action requests from companies this proxy season. A pair of activist investor groups recently challenged those changes in court, but, in the meantime, “companies now have far greater latitude to decide which proposals should make their way onto their proxy ballots,” Diligent's report said. Diligent noted, however, that “early attempts at navigating this discretion have seen proponents take exclusions to the court, sometimes leading to settlements or the proposal going on the ballot.” Under the revised no-action rules, companies have “fewer procedural guardrails and diminished opportunities for informal SEC intervention” and should “exercise greater caution” when there are close calls on whether to exclude a proposal, according to The Conference Board report. Companies that strengthen their internal legal and governance review processes for shareholder proposals and engage earlier with proponents will be better able to limit their risks of regulatory, litigation and reputational risks, the report said.

Read the article

4/1/2026

Unilever CEO Fernandez Returns to His Roots With Health and Beauty Makeover

Reuters (04/01/26) Naidu, Richa; Shabong, Yadarisa; Marrow, Alexander

As a senior Unilever (NYSE: UL) executive in Brazil some 15 years ago, Fernando Fernandez made a bold gamble on hair care and beauty, rapidly expanding the then newly acquired TRESemmé brand into a major money-spinner in the giant South American market. The 59-year-old Argentine is now CEO and going back to his roots, carving off the sprawling consumer goods firm's food brands, from Magnum ice creams to Hellmann's mayonnaise, with two huge deals since he took the reins last year. This week Unilever sealed a deal with U.S. spicemaker McCormick (MKC.N) to hive off its food business to make a $65 billion sauces-to-spices food giant. Unilever will retain a near 10% stake, with its shareholders having another 55%. The recent spin-offs leave the firm a far leaner beast focused on beauty, personal care and home care, areas where Fernandez spent most of his 38-year career at Unilever selling products from Dove soap to Surf laundry detergent. "This is the right step at the right time to build a simpler, sharper, higher-growth Unilever," Fernandez told analysts on a call after sealing the McCormick deal. "We are creating a 39-billion-euro household and personal care pure play with leading positions in highly attractive categories, a stronger exposure to fast-growing geographies like the United States and India." Without food and ice cream, Fernandez is leaning in to the company's 23 biggest home, beauty and personal care "power brands" that account for the majority of Unilever's sales, including Dermalogica, Pond's, Sunsilk and Cif. Most investors didn't take the news well, with Unilever shares closing at a two-year low on Tuesday and dipping further on Wednesday amid worries about the lengthy timeline to closing the deal in 2027 and the overhang from food. However, some investors see a long-term benefit in faster-growing beauty, personal care and home care products. "Perhaps the most overlooked benefit is the increased focus gained by simplifying Unilever's business model," David Samra, managing director of Unilever investor Artisan Partners and founding partner of the International Value Group, told Reuters. "The company moves from operating in two distinct industries to concentrating on a narrower group of brands in faster-growing markets." The food business is high-margin but sales growth has lagged other units, weighing on Unilever's goal to increase turnover by 4%-6% annually. "The prize of a pure-play home and personal care company will be worth it in the end," Barclays (NYSE: BCS) analyst Warren Ackerman said. Unilever investors and its board had pushed hard in recent years for change, including billionaire shareholder Nelson Peltz, a board member who has a $1.73 billion stake in the firm. That pressured two Unilever CEOs, most recently Hein Schumacher who was ousted for not streamlining the company's portfolio fast enough. Fernandez, his finance chief at the time, was promoted to speed up the process. The deals mark a sharp U-turn after Unilever spent most of the last century snapping up food and beverage brands from Marmite to Colman's and Horlick's. But increasingly health-conscious consumers and the rise of GLP-1 weight-loss drugs in recent years have eroded demand and investors' faith in packaged food, and Unilever also faced stiff competition from cheaper private-label brands. Unilever trades at a forward price-to-earnings ratio of 14.8 times, lower than L'Oreal (OREP.PA), Procter & Gamble (PG.N), Nestle (NESN.S), and Danone (DANO.PA), which trade at between 17.2 and 25.3 times, LSEG Workspace data shows. "Unilever has historically traded at a discount to pure-play HPC peers like L'Oréal or Procter, partly because of the drag from lower-growth food categories," said Will Nott, portfolio manager at Unilever investor Ninety One. "There is clearly re-rating potential, but it won't happen overnight. The market will want to see clean execution through the transition."

Read the article

3/30/2026

Investors Suing to Vote on ESG Proposals Meet Corporate Pushback

Bloomberg Law (03/30/26) Ramonas, Andrew; Hutchinson, Drew

Chubb Ltd. (NYSE: CB) and BJ’s Wholesale Club Holdings Inc. (NYSE: BJ) have a message for shareholders suing companies to demand action on environmental, social, and governance (ESG) issues this year: Back off. The companies are forming a budding resistance to an influx of investor lawsuits aimed at getting ESG proposals on annual meeting ballots. The litigation came after the Securities and Exchange Commission (SEC) under Republican Chairman Paul Atkins in November stopped refereeing most proposal disputes between shareholders and companies, which often sought SEC advice before blocking resolutions from annual meeting votes. In contrast with Chubb and BJ’s, PepsiCo Inc. (NASDAQ: PEP) and AT&T Inc. (NYSE: T) quickly settled lawsuits with deals to permit shareholder resolutions, offering little or no pushback. Taser-maker Axon Enterprise Inc. (NASDAQ: AXON) also rapidly reached a settlement in another shareholder proposal case, though the company did tell a court it had followed SEC rules on resolutions. Shareholders rarely sued companies planning to block their proposals until the SEC policy shift last year. Investors have since brought at least six cases, including a lawsuit against UnitedHealth Group Inc. (NYSE: UNH) March 20. So far, none of them have ended without corporate concessions. The litigation is the latest front in a decades-long struggle between activist investors and companies over shareholder rights. Investor advocacy group As You Sow, New York state’s pension fund, and other organizations behind the lawsuits have fought companies at the SEC for years to offer ESG proposals, including on issues surrounding climate change and other environmental risks. “Few of us are surprised” by the litigation, said Mike Flood, senior vice president of the U.S. Chamber of Commerce’s Center for Capital Markets Competitiveness. “That doesn’t mean we’re happy.” The lawsuits are the “necessary result” of having a shareholder proposal process that doesn’t work, said Danielle Fugere, president and chief counsel of As You Sow. The organization is suing the SEC over its decision to stop weighing in on investor proposals, while also pursuing a case against Chubb. As You Sow filed its lawsuit against Chubb March 3 after the insurer said it intended to block the group’s proposal to report on any company efforts to seek compensation for losses related to climate change. The case came after the SEC told Chubb in January it “will not object” if the company omits the resolution from the voting materials for its upcoming annual meeting. The insurer had told the regulator it planned to bar the resolution under agency rules that let companies prohibit proposals concerning their ordinary business operations and seeking to micromanage them. If cases against Chubb and other companies continue, courts will be tasked with interpreting how far “ordinary business” goes. The agency in November started sending companies letters saying it won’t object to their exclusion plans, if they request the declaration. The SEC previously told companies whether it accepted—or rejected—their use of agency rules to scuttle proposals. The regulator can bring cases alleging companies wrongly omitted proposals. As You Sow said in its complaint in the U.S. District Court for the District of Columbia that Chubb’s plans would violate the SEC’s shareholder proposal regulations. The insurer has disputed the claims, saying in a March 19 court filing that As You Sow’s resolution is an “axiomatic example of in-the-weeds interference with daily operations.” BJ’s Wholesale Club is fighting similar claims from New York Comptroller Tom DiNapoli in the U.S. District Court for the District of Massachusetts. He manages the New York State Common Retirement Fund, a BJ’s investor. DiNapoli said in a March 2 complaint that the retailer would break SEC shareholder proposal rules with plans to block a New York State Common Retirement Fund proposal. The resolution seeks a report on risks BJ’s may face from deforestation. Like Chubb, BJ’s told the SEC it intended to bar the proposal under agency rules that permit companies to forbid resolutions related to normal operations or that try to micromanage them. BJ’s also solicited a letter from the SEC saying the agency won’t object to its plan to prohibit the New York pension fund proposal. The company has challenged DiNapoli’s lawsuit, saying in a court filing it “properly excluded” the proposal. A spokesperson for DiNapoli said the comptroller is “committed to protecting shareholder rights.” Representatives of BJ’s and Chubb didn’t respond to requests for comment. The pushback from Chubb and BJ’s comes as the companies are fast approaching periods when they’re expected to issue proxy voting materials to investors and hold annual meetings. Chubb has slated its annual meeting for May 21, with final voting paperwork due by April 7, according to a preliminary proxy statement. BJ’s has yet to announce an annual meeting date, though it generally hosts the gathering in June. Companies must give investors proxy voting materials with any shareholder proposals up for consideration at least 40 days before their annual meetings. Axon initially fought back in court against the Nathan Cummings Foundation, which sued in February over company plans to bar the investor’s political spending proposal. But the company quickly agreed to disclose the information, resolving the case three weeks later. PepsiCo and AT&T settled investor lawsuits over their plans to block proposals even faster. Both agreed in February to include the resolutions on their ballots within days of being sued. The Axon, PepsiCo, and AT&T deals came less than two months before they normally send out proxy materials. The companies have held their annual meetings in May in recent years. Including proposals is often easier and more efficient than entering a court battle, said Shuangjun Wang, a partner at Cleary Gottlieb Steen & Hamilton LLP. Companies must weigh the possibility of plaintiffs getting preliminary injunctions compelling a proposal vote or being ordered to hold a special meeting later to consider the resolution, she said. “There may be some cases where it’s worth fighting, but in many cases they have bigger fish to fry,” Wang said.

Read the article

3/28/2026

Korea Weighs Inheritance Tax Based on Book Value, Not Market Prices

Financial Times (03/28/26) Jung-a, Song

South Korea is weighing plans to base inheritance tax on book value instead of market value in order to curb the alleged suppression of share prices. Under a law proposed by President Lee Jae Myung’s ruling party, inheritance taxes for heirs to stock in listed companies trading at a price-to-book ratio of less than 0.8 would be calculated based on asset value and earnings rather than using the current share price. The new rules, if passed, would remove the incentive to keep share prices low in order to reduce inheritance tax and maintain family control — potentially helping to close the infamous “Korea discount." “We will open the ‘Korea premium’ era... through measures including the stock price suppression prevention law,” said Han Byung-do, floor leader of the ruling Democratic Party of Korea. South Korea’s inheritance tax is among the highest in the world with the headline rate standing at 50%. This can increase to 60% for controlling shareholders in companies, since the valuation of their stake is marked up by a notional 20% before inheritance tax is applied. The government’s bill would also abolish this 20% surcharge, if the stock price was formed “normally,” and allow the estate to pay with shares instead of cash. Analysts have frequently cited the levy as a structural factor behind the Korea discount — low valuations for the country’s shares relative to other markets. Many investors would rather the government simply cut the inheritance tax rate. “Calls for inheritance tax cuts have risen sharply as the government rolls out a series of measures to resolve the Korea discount,” said Albert Yong, managing partner at Petra Capital Management, a Seoul-based hedge fund. “Many Korean companies still try to keep stock prices low to reduce inheritance taxes for controlling families.” Activists say tax reform could align the interests of controlling and minority shareholders, pointing to an increase in dividend payout ratios following tax cuts on dividend income. “The fundamental issue in Korea’s corporate governance is the misalignment of interests between controlling and minority shareholders,” said Namuh Rhee, chair of the Korean Corporate Governance Forum. “Minority shareholders want higher valuations, but controlling shareholders have little incentive to lift stock prices because that increases their inheritance tax burden.” Rhee said that lowering the inheritance tax rate to 20-30% would promote “long-term harmony” between the two groups. According to research group Leaders Index, heirs to the country’s top 30 conglomerates face Won64.8 trillion ($45.2 billion) in combined inheritance tax bills. In April, Samsung’s (KRX: 005930) Lee family will complete the payment of about 12tn won in inheritance tax — the largest such payment in the country’s history — following the death of patriarch Lee Kun-hee in 2020. The Koo family of LG Group also paid Won921.5 billion over five years. The bereaved family of Kim Jung-ju, founder of the game developer Nexon (3659.T), transferred part of its stake, making the Korean government the second-largest shareholder in its parent company NXC. Almost every major chaebol group has at some point been accused of corruption or opaque deals aimed at preserving family control. “Korea’s poor corporate governance stems from owner families’ desire to pass on control efficiently,” said Park Ju-geun, head of Leaders Index. “That often leads to dubious intragroup deals and restructurings that distort capital markets and harm minority investors.” Despite growing investor calls, the government is against cutting inheritance taxes for chaebol families. It fears that lower rates would make it easier to entrench dynastic control, hence the proposal to levy taxes at book value instead. Nearly two-thirds of companies on the Kospi trade below book value, meaning the market values them at less than the stated worth of their net assets. Changhwan Lee, chief executive of Align Partners, said change would not come easily. “Controlling shareholders wield outsized influence over decision-making because boards lack independence,” he said. “Even if inheritance taxes fall, their behavior is unlikely to change in this environment. Governance reform should come first.”

Read the article

3/19/2026

Elliott Management and the Art of Telling Bosses They’re Wrong

The Economist (03/19/26)

Managers get up to all sorts when shareholders aren’t paying attention. Many hoard assets. Some even commit fraud. And very rarely one will hire Katy Perry to perform on a cruise ship. When they do, the job of reimposing capitalism’s Protestant ethic falls to Elliott Management. In February Elliott denounced the largesse of Norwegian Cruise Line (NYSE: NCLH), which had hired Ms. Perry to christen a new vessel, and demanded the replacement of its board. It is pushing for a new boss at Lululemon (NASDAQ: LULU), which makes leggings, and has just squeezed Toyota (NYSE: TM) to pay more for a supplier in which the Japanese carmaker (and Elliott) hold minority stakes. Pepsi (NASDAQ: PEP) said recently that it would cut a fifth of its products. Naturally, the Coca-Cola (NYSE: KO) of shareholder activism was again involved. When a company slips, Elliott is rarely far behind. Paul Singer opened the shop in 1977 to trade convertible bonds but became famous in the 1990s as an obstinate lender to emerging markets. Back then Elliott bought distressed bonds owed by countries like Peru and Argentina before demanding to be paid in full. Now most of its efforts go into shareholder activism: buying small stakes in companies, lobbying for change and hoping the share prices rise. Often boards co-operate. Ones that don’t risk a public war of words—and charts which show what a terrible job they are doing. (The history of shareholder activism is also the history of media, the industry’s distant and less moneyed cousin. Campaigns nowadays often involve podcasts and videos.) Elliott has industrialized what until recently was an artisanal business: telling bosses they are wrong. “There’s Elliott and then there’s everyone else. It’s two separate industries at this point,” says a banker who advises companies caught in the fund’s sights. Carl Icahn, who made his name as a corporate raider in the 1980s, is less busy than he used to be (though, at 90, he recently tried to buy Caesars Entertainment (NASDAQ: CZR), a casino operator). Bill Ackman, Mr. Icahn’s nemesis, is most focused on his dream of becoming Warren Buffett. According to regulatory disclosures ValueAct, Starboard Value, Third Point and Trian, four big funds, together own $24 billion of American stocks and have pursued 37 public activism campaigns since the start of 2024—about the same as Elliott alone on both measures. Elliott, which also does private-equity deals, employs more than twice as many investment and research staff as the others combined. A decade ago the reaction of boards when Elliott appeared on their shareholder register was pure terror. Today it is mere anxiety. One reason is the legions of financial and legal advisers companies employ to ponder their firms as an activist might. Another is that activists’ demands are rarely all that surprising. Returning capital to shareholders is a common ask. So are asset sales: simplification remains the idée fixe of the shareholder activist. Smiths (LON: SMIN), a British engineering group, sold two divisions last year after Elliott bought a stake. Honeywell (NASDAQ: HON), which will break up later this year, was considering doing so even before Elliott told it to. There is a fundamental irony to the idea of a mainstream contrarian. Shareholder activists and private-equity investors often approach companies with similar demands for changes to costs and a firm’s capital structure. These ideas have been dominant in boardrooms for decades. So how can it still be profitable to impose them on corporate America? There is only a finite number of unwieldy industrial conglomerates to break up, after all. One argument is that the dominance of public markets by giant, passive investment firms such as BlackRock (BLK) and Vanguard necessitates a similarly massive activist to stand up for shareholders’ interests. A more cynical view is that it is impossible to ever fully align the interests of the shareholders, who own firms, and the managers, who control them. Of all the external checks on executive power—bank research analysts, proxy advisers, newspapers—hedge funds with money on the line have the strongest incentives to actually increase the value of a firm. Activists say perpetual change in business is their surest guarantee of continued success. There is plenty of that. American capitalism is going through a corporate-governance revolution at least as radical as the one that began with junk bonds in the 1980s and birthed modern private equity and shareholder activism. Its two faces are the state capitalism of Donald Trump, who has liberally taken stakes in private companies and bossed them around as an activist might, and artificial intelligence, whose leading firms have created their own complex, and occasionally ridiculous, governance arrangements. Yet neither innovation has yet sparked a major activist campaign. Where were the guardians of shareholder rights when Intel handed over 10% of its stock to America’s government? Or now that big tech firms are spinning a complex web of AI-related cross-holdings? The reinvention of American governance does not preclude its enthusiastic export abroad by activist. Britain, with its clubbable boards and tired stockmarket, is an obvious target. Two of Elliott’s recent investments are in BP (NYSE: BP), a chronically mismanaged energy firm, and the parent company of London’s stock exchange. But it is Japan where American activists spend more of their time, aided by regulatory reforms pressing companies to unwind their cross-holdings (which are even more complicated than the ones being assembled in Silicon Valley). According to Barclays (NYSE: BCS), a bank, 56 campaigns were launched against Japanese companies last year, the most on record. Since 2023 ValueAct has launched more campaigns there than in America. Elliott announced three last year and on March 17th disclosed a stake in Mitsui OSK (TYO: 9104), a shipping company.

Read the article

3/18/2026

Thirteen State Bills Could Threaten Proxy Advisor Independence, Warns Glass Lewis

Governance Intelligence (03/18/26) Bannerman, Natalie

Glass Lewis has warned that a wave of state-level legislation targeting proxy advisory firms could reshape the sector and potentially limit the ability of investors to access independent governance advice. In a statement, the firm said that 13 U.S. states are considering measures that could make it significantly more difficult for proxy advisors to operate and provide voting recommendations to institutional investors. Glass Lewis argues that the initiatives are designed to curb that influence by placing new requirements and restrictions on proxy advice. According to the firm, critics of proxy advisors are attempting to bypass federal lawmakers and regulators by pushing legislation through state legislatures that would create "a chaotic, impractical patchwork of state regulation." In Indiana, a bill passed quickly through the legislature and has been signed into law, due to take effect on July 1. According to Glass Lewis, the law is part of a broader trend in which states impose requirements on proxy advisors before they can recommend votes against management. For example, some proposals would require proxy advisors to produce detailed written financial analyses explaining the short- and long-term financial effects of any recommendation that opposes management. Similar "copycat" bills have been introduced in states including Nebraska, West Virginia, Mississippi, Kansas, Oklahoma, South Carolina, Wisconsin, Arizona, Iowa and Kentucky, many modeled on previous legislation in Texas. These measures often require additional disclosures to investors and companies or restrict proxy advice on issues such as executive compensation if it is seen as undermining board discretion. Glass Lewis says such requirements would be operationally unworkable given the scale of the proxy voting process. Proxy advisors review and issue recommendations on thousands of ballot items each proxy season, often within tight timeframes between when companies release their proxy materials and when shareholders must vote. Mandating comprehensive financial analysis for every recommendation against management could significantly slow that process and increase costs for investors. Other proposed laws focus on disclosure obligations. Some bills would require proxy advisors to include warnings stating that investors are receiving proxy advice without a prescribed financial analysis, even when the recommendation is based on governance or oversight concerns. These disclosures would also be shared with companies and the public. Glass Lewis argues that such requirements could mislead investors and undermine the purpose of independent proxy advice. Several proposals also address specific governance topics, including executive compensation. In some cases, the legislation would restrict proxy advisors from providing recommendations on pay practices if those recommendations are deemed to "undermine the use of discretion by an independent compensation committee of the issuer’s board of directors." This approach could effectively prevent investors from receiving advice on how to vote on say-on-pay proposals when that advice challenges management. A further concern raised by the firm is the potential enforcement structure embedded in many of the bills. Some proposals would allow state attorneys general, companies and even shareholders to bring legal claims against proxy advisors over their recommendations. Glass Lewis said these provisions could expose proxy advisors to significant litigation risk and increase compliance costs for both advisors and their institutional investor clients. The firm also warned that the legislation raises broader legal and market concerns. Several proposals appear to apply beyond the borders of the states considering them, potentially affecting proxy advice delivered between parties located elsewhere. Glass Lewis said this approach could set a precedent in which states attempt to regulate communication between investors, advisors and companies across the national market. "These bills are unworkable, conflict with federal law, and blatantly seek to suppress proxy advice that takes any perspective different from management’s," the firm wrote. As the legislative push continues to evolve across multiple states, corporate governance leaders may increasingly need to consider how shifts in the proxy advisory landscape could affect shareholder engagement and voting dynamics in future proxy seasons.

Read the article

3/18/2026

Japan Regulator Chief Says Clear Growth Plans Best Defense Against Short-term Activists

Reuters (03/18/26) Yamazaki, Makiko; Okasaka, Kentaro

Companies should counter short-term activists less with defensive tactics and more with steady communication that reinforces confidence in long-term growth plans, Japan's financial regulator chief said. The comments from Financial Services Agency (FSA) Commissioner Yutaka Ito come amid grumbling from some companies that the regulator's push for better capital use has emboldened activist investors to press for higher shareholder returns. "There are some among activist investors who try to strip a company of resources for short-term gain that should be used for future investment, but preventing this through regulatory means is difficult," Ito said in an interview. "The most effective way to deal with them is to clearly explain the company's growth strategy and why this capital is needed for the future. If investors understand and support that, it's rare for activists to build a dominant stake," he said. Japanese companies have long sat on vast cash piles, depressing capital efficiency and drawing activist pressure for higher dividends or share buybacks. Two years ago, the Tokyo Stock Exchange made a rare call for listed firms to disclose plans to improve capital efficiency, a move investors welcomed as a remedy for Japan's unusually large number of chronically undervalued stocks. While the initiative has triggered a wave of share buybacks and dividend hikes, it has failed to prompt a significant rise in business investment, frustrating policymakers. Against that backdrop, the FSA is set to revise the corporate governance code this year, urging companies to assess whether cash and deposits are being effectively deployed for investment and growth rather than left idle on balance sheets. Once the code is revised, Ito said the FSA would gather feedback from investors and companies for future updates. "There is no end to corporate governance reform," he said. Asked about recent negative headlines around private credit, Ito said the FSA has been closely monitoring the situation. "As for how this might spill over to Japanese banks, there is still nothing concrete that has emerged," he said. "We have a detailed understanding of Japanese banks' exposures, and that includes their own assessments and how they are managing those positions. We'll continue to monitor those," he added.

Read the article

3/18/2026

Disney's New CEO Josh D'Amaro Steps Up for a Wild Ride

Reuters (03/18/26) Chmielewski, Dawn

Josh D'Amaro officially assumes his new role as Disney's (DIS.N) chief executive officer at Wednesday's annual shareholder meeting, taking the helm of the entertainment colossus at a time of profound change. The executive's stewardship of the company's lucrative theme parks business, which represents 57% of last year's profit of $17.5 billion, helped elevate D'Amaro to the corner office. Investors are eager for D'Amaro to lay out his strategy for guiding Disney through the artificial intelligence era, when tech giants threaten to rewrite the economics of media, and for managing possible disruptions to the company's tourism business caused by conflict in the Middle East and surging oil prices. D'Amaro also inherits a television business in decline, box office fatigue for major entertainment brands like Marvel and Star Wars, and a fractured entertainment landscape where Disney must compete with YouTube and TikTok for viewers' time and attention. He also will have to dispel memories of another former parks chief promoted to Disney ?CEO, Bob Chapek, whose brief, failed tenure resulted in the return of the company's longtime leader, Bob Iger, in November 2022. Although both D'Amaro and Chapek rose from the parks division, Disney's board paired D'Amaro with veteran television executive Dana Walden, who was elevated to president and chief content officer. TD Cowen analyst Doug Creutz wrote that Walden's proven creative expertise will enhance D'Amaro's operational strengths. "It will however be critical for the two executives to be able to forge a strong partnership," Creutz wrote in an analyst note. Iger will remain on Disney's board until the end of the year, when he is scheduled to retire for a second time. When Iger returned to the company, the stock had dropped more than 40% in a single year, amid investor concerns about the mounting losses of Disney's streaming media unit. One investor, Third Point, had been agitating for Disney to spin off its ESPN sports television network, ?before ultimately conceding its value to the company. Meanwhile, Trian Fund Management, co-founded by Nelson Peltz, was buying up shares. Iger stabilized the company, reorganizing Disney to return power to creative executives and lifting the streaming service to profitability. He defeated a campaign by Peltz and other activists, who argued the storied entertainment company had underperformed in the streaming era. Disney, under his leadership, also delivered five films topping $1 billion in worldwide box office over the past two years, initiated a $60 billion plan to invest in Disney's theme ?parks and cruise ships, launched ESPN's streaming service, and struck a deal with OpenAI. However, during his tenure, Disney's total return on invested capital was 11%, a performance that lags the 77% return for the S&P 500 Index. The Magic Kingdom's enterprise value is trading at 10 times the next 12 months of EBITDA, below its 2-year median average ?of 12 times EBITDA, per LSEG. Bank of America (NYSE: BAC) analyst Jessica Reif Ehrlich said she is eager to hear D'Amaro's vision for the company. When Iger was named chief executive officer in 2005, he moved quickly to put his mark on the company, smoothing relations with investor, Roy Disney, and making peace ?with the former Pixar CEO, Steve Jobs, a détente that cleared the way for Disney to acquire the pioneering digital animation studio, said Ehrlich. "Josh is coming from parks. Will he do things quickly? Does he have a plan?" asked Ehrlich. "If he could at least articulate a growth strategy, that would be super helpful."

Read the article

3/17/2026

Opinion: The New Rules of Engagement: Trends Reshaping Shareholder Activism in 2026

Financier Worldwide (03/17/26) Lu, Carmen

"Activism activity reached new record levels in 2025 as market volatility and an influx of new entrants fueled new campaigns. With M&A activity continuing to rebound and creating new pathways for near-term value creation, activism activity is likely to remain elevated in 2026. However, activists are now operating in a much changed regulatory and investor environment compared to a year ago. Such changes will likely influence when and how activists launch campaigns and the degree of leverage activist shareholders are able to exert over their public company targets," says Carmen Lu, partner at Paul, Weiss, Rifkind, Wharton & Garrison LLP. "In particular, the U.S. Securities and Exchange Commission’s (SEC) efforts to rein in the influence of the largest index funds and proxy advisers have already had consequential impacts on shareholder engagement and voting behavior that may influence the outcomes of this year’s shareholder meetings. Moreover, the SEC’s clampdown on shareholder proponents, as evidenced by its retreat from the adjudication of no-action relief for the 2025-26 proxy season and opposition to the use of voluntary exempt solicitation notices, underscore an ongoing recalibration in the balance of power and influence between public companies and their shareholders. Recent developments are altering not only how activists pursue their objectives, but also how boards, management teams and long?term investors evaluate risk and approach preparedness. The cumulative impact of today’s investor and regulatory environment could encourage a shift toward a more calibrated form of shareholder activism, where activists focus greater attention on 'winning' over fellow shareholders, boards and management teams with their ideas, and may increasingly seek to do so outside the regular proxy cycle calendar. Meanwhile, the threat of a proxy contest may become a less compelling lever to drive change within companies. Below we discuss five trends that are likely to exert the greatest influence on the shareholder activism landscape in 2026 and highlight considerations for companies navigating today's activism environment. The third and fourth quarters of 2025 saw the highest level of M&A activity since the pandemic. The recent M&A rally has been characterized by a reacceleration in sponsor buyout activity, an uptick in transformative strategic acquisitions and a record number of announced separations. Together, these trends have created ideal conditions and momentum for a rebound in M&A activism in 2026 – a reversal of the past three years which saw operational and capital allocation theses gaining ground over M&A. Regulatory and market conditions which dampened M&A activity in recent years have eased over the past year. Strategic acquirers are now revisiting and executing transactions that once faced significant regulatory obstacles. Financial acquirers, previously hamstrung by high interest rates, are now seeing financing conditions improve and valuation gaps narrow. Moreover, as companies look to drive margin expansion in a slower growth environment, tuck-in acquisitions are increasingly sought after. Over the coming months, activists may look for targets among companies whose announced transactions have not been favorably received by the market, companies that are potential targets for strategic or financial acquirers, companies that could be targets for a break-up, as well as companies where M&A has become a strategic imperative to drive growth. Activists may seek to insert themselves into or accelerate M&A discussions, oppose announced transactions, engage in bumpitrage, push companies to undertake a review of strategic alternatives and team up with financial sponsors to instigate a buyout. Preparing for and responding to M&A activism can be uniquely challenging. Unlike campaigns centered around operational, capital allocation or governance demands, boards and management teams face greater legal constraints and heightened market scrutiny when engaging in conversations relating to M&A. Clear investor messaging, including articulation of strategic priorities, business synergies and transaction rationale will help ensure the company remains well-positioned to respond to activist pressure. Recent years have seen a steady uptick in the number of new entrants and occasional participants in activism campaigns. This trend is likely to continue into 2026. A key driver of the growing universe of activist players is the continued maturation and growth of established activist funds which have, in turn, spawned new activist funds from their portfolio manager ranks. A number of recently formed activist funds have emerged from some of the most well-known players in activism. For example, Elliott Management’s alumni have gone on to found Irenic Capital Management, Palliser Capital, and Finch Bay Capital, while two former ValueAct partners recently launched Fivespan Partners. Charlie Penner, a former partner at Jana Partners and Engine No. 1, started his own fund Ananym Capital Management in late 2024, as did Ed Garden, a long-time partner at Trian, who founded Garden Investments. In 2026, market conditions remain ideal for fund formation: the rebound in M&A coupled with ongoing market volatility and strong allocator demand will likely continue to create opportunities for new entrants. There could also be an uptick in ‘dabblers’ looking for opportunities created by the rebound in M&A activity. The increase in the number of activist funds will continue to help fuel activism activity, particularly at small and mid-cap companies, which are the frequent targets of newer entrants. And given the fundraising pressure many new entrants face, their strategy and objectives when engaging with companies may be as much concerned with achieving public recognition and credit as generating investment returns. The continued emergence of new entrants underscores the need to remain vigilant when monitoring investor inbounds, shareholder ownership and trading activity. With many of the newer players coming from long-established funds, their lack of track record may belie a depth of experience and sophistication when engaging with boards and management teams. In February 2025, the SEC issued revised guidance on the eligibility of the largest institutional investors to report their ownership on schedule 13D. Since then, the tone and cadence of investor engagement has become more subdued with the largest institutional investors hewing closely to proxy voting policies and adopting a more reactive approach to engagement meetings with companies. Regulatory pressure on the largest passive institutional investors to remain ‘passive’ has not relented. In a November 2025 interview, Paul S. Atkins, chair of the SEC, emphasized that passive investors “get out of line...where they act to try to influence management” and indicated that the SEC is examining the influence wielded by the largest institutional investors through their proxy voting power. And in January this year, Brian Daly, director of the investment management division at the SEC, questioned whether index funds “taking positions on fundamental corporate matters, or on precatory proposals, is consistent with their investment mandates.” As the SEC looks to recalibrate the influence of the largest institutional investors, the impact of such efforts may be felt at this year’s annual meetings. Historically, the largest passive investors have voted closely with management. The SEC’s scrutiny of their voting behavior may further encourage support for management and create a heightened burden on these investors to justify the instances where they decide to oppose management. With the largest institutional investors likely tilted even more heavily in favor of management this year, activist investors may find it less desirable to pursue a proxy contest at companies with sizeable institutional investor ownership. Activist focus will likely shift further toward winning over the actively-managed funds whose votes will play an even greater role in determining the outcome of proxy contests. With proxy fights more costly to run than before, most of today’s campaigns resolve through negotiated settlements rather than proxy fights. Accordingly, activists have calibrated their demands to reflect what is practicable in a settlement outcome, while boards weigh the benefits of an early compromise against the costs and distraction of a proxy contest. This dynamic has produced an informal equilibrium that has limited large-scale board turnover but which may also sustain elevated activism activity by slowing or limiting the degree of change an activist can accomplish during any single campaign. Consequently, the ‘peace’ obtained through settlements may resemble more of a temporary truce rather than a permanent resolution for as long as an activist continues to see opportunities to generate additional returns. Ongoing regulatory pressures on proxy advisory firms will likely see their influence wane over time. The Trump administration’s executive order last year against ISS and Glass Lewis explicitly empowers federal agencies, including the SEC, to take action to limit the influence of proxy advisers in the coming year. In the near-term, the waning influence of proxy advisers is most likely to be felt with respect to the level of support for environmental and social shareholder proposals – both ISS and GL have supported such proposals at a significantly higher level than the largest institutional investors. Over the medium to longer-term, the SEC’s continued scrutiny of robovoting may accelerate the ongoing shift away from ‘one size fits all benchmark’ proxy voting policies to policies tailored for individual institutional clients. The expansion of custom voting policies could be highly consequential for investor voting practices, shareholder engagement, and the tactics and outcomes of future proxy contests. More importantly, in future proxy contests, securing the support of ISS and GL may decrease in importance relative to targeted engagement with a broader swath of institutional investors, who through their custom voting policies, will be driving vote outcomes. In 2026, the shareholder activism landscape is being reshaped by a resurgence of M&A?driven campaigns, a growing activist field, regulatory pressures on passive investors, settlement dynamics and the declining influence of proxy advisers. Together, these trends point to a robust activism environment that could be characterized by greater activist focus on earlier constructive engagement with boards and management teams, and less dependence on the threat of a proxy contest."

Read the article

3/17/2026

Opinion: Nelson Peltz has Ample Room to Maneuver for Janus

Reuters (03/17/26) Guilford, Jonathan

Jonathan Guilford, Breakingviews U.S. Editor, says, "The bidding war for money manager Janus Henderson (JHG.N) just got real. Gatecrasher Victory Capital (VCTR.O) is narrowing the gap between spreadsheets and reality by retooling its $9 billion offer to make it more competitive against an agreed sale to a group led by hedge fund manager Nelson Peltz. His Trian Fund Management has plenty of wiggle room, however, to fight back. On paper, Victory’s bid was stronger from the jump. Originally split almost evenly between cash and its own stock, the $57-a-share entreaty, based on the interloper's unaffected trading price, came with the promise of steep $500 million cost savings. Altogether, it blew away the $49-a-share proposal from Trian, General Catalyst and Qatar's sovereign wealth fund. Janus, which oversees about $500 billion, argues such cuts are too deep, and will potentially scare away clients, who must consent to a takeover. Selling shareholders should care, because they’ll end up with a stake in the combined company. By bumping its cash component up to $40, from $30, Victory is reducing the degree of trust required. Janus investors, who would now receive a 31% stake in the enlarged company, lose nearly $2 a share in synergies, once taxed and capitalized, but the reworked offer also takes the sting out of a recent decline in Victory’s stock price. There may still be a case that the deal's structure creates existential risks. But an analysis by the Janus board's own bankers indicates that the proposed cost reductions are similar, proportionally, to previous Victory transactions, which have hardly hurt performance. Even so, this is a far bigger tie-up, and the size brings increased difficulty. Extra cash lessens the uncertainty. Team Peltz can afford to pay more. The consortium is stumping up about $2.3 billion in committed equity, raising $3.9 billion in debt and $1 billion in preferred investment from insurer Massachusetts Mutual Life Insurance. Treat the leverage and the preferred components the same, for simplicity’s sake, and assume interest costs of more than 7%, a typical yield for today's buyout debt. If Janus Henderson's revenue were to keep growing by 7%, per estimates compiled by Visible Alpha, while spare cash flow is used to pay down debt, the agreed deal looks promising. If Peltz and friends exit in five years at the same acquisition valuation multiple, they're on track to triple their money at a nearly 29% return, according to Breakingviews calculations. There is clearly room to maneuver."

Read the article

3/16/2026

Palliser Says Korean Investors Starting to Embrace Shareholder Activism

Reuters (03/16/26) Kim, Heejin

Palliser Capital said South Korea is becoming more receptive to foreign shareholder activism, with local investors joining more efforts to challenge how family-controlled conglomerates do business. Palliser has sought changes to unlock greater shareholder value at South Korean petrochemical company LG Chem (051910.KS), including cutting the firm's 80% stake in subsidiary LG Energy Solution (373220.KS). James Smith, Palliser's chief investment officer who previously worked at Elliott Investment Management, said communication with Korean investors has improved to encourage their involvement in the fund's proposals. It's "a different environment now," said Smith in an interview on Friday during a visit to Seoul, citing his 25 years of experience with Korean markets. Smith, whose former employer Elliott previously engaged Samsung Electronics (005930.KS) and Hyundai Motor (005380.KS) in high-profile battles, said Korean investors now have a better understanding of activism. "Ten to 12 years ago ... it felt like a very strong presumption of negativity of foreign investors," he said. "Now you have multiple folk here in Korea taking that approach," he said, referring to local shareholder activists. South Korea's regulatory push to resolve a perceived discount in the country's stock market valuations is helping shareholder activism, he said. Since taking office in June last year, President Lee Jae Myung's administration has unveiled a reform plan for listed companies to boost shareholder returns in an effort to reduce a so-called "Korea discount" on stock prices. The Korea discount refers to a tendency for South Korean companies to have lower valuations than their global peers due to factors like low dividend payouts and the dominance of opaque conglomerates known as chaebols, which are perceived by some to prioritize the interests of controlling families over those of ordinary shareholders. Palliser is among the top 10 shareholders of LG Chem, Smith said, without disclosing the size of its stake. This is not the first time Palliser engaged a chaebol. In 2024, it proposed and helped to achieve changes at chipmaker SK Hynix's (000660.KS) holding company. In Japan, Smith previously made investments in real estate company Tokyo Tatemono (8804.T) and rail company Keisei Electric Railway (9009.T). Smith believes Palliser will be able to influence LG Chem's management even if it loses a vote on its proposals at an upcoming annual general meeting. Based on his experience in Japan, he believes if the fund can gather a sufficient number of votes from minority shareholders, it could at least send a "strong signal" that many stakeholders want change. In Japan, the Tokyo Stock Exchange led the charge for corporate governance reforms, but in Korea, President Lee is pushing for change, Smith said. "I really hope his emphasis can be sustained as we move through his presidency, because I can imagine there is quite some pushback, there's quite some tension developing with the chaebol group," he said. In response to Palliser's efforts, LG Chem unveiled a plan in November to lower its stake in LG Energy Solution to about 70% and maintained its shareholder return plan of offering a 30% payout. LG Chem said, however, only 10% of the proceeds from the stake sale would be allocated toward dividends. Palliser said the plan was disappointing, lacked details and the company should consider buybacks instead.

Read the article

3/16/2026

Lululemon Scrambles to Revive Yoga Pants Empire Amid Fight With Founder

New York Times (03/16/26) Bhasin, Kim

Lululemon (NASDAQ: LULU) is embroiled in a corporate power struggle that has destabilized its yoga pants empire. The company’s billionaire founder, Chip Wilson, has publicly castigated management and feuded with the board of directors. Mr. Wilson, who resigned as chief executive more than a decade ago, still owns shares of the company. Under intense pressure, Lululemon’s most recent chief executive, Calvin McDonald, stepped down at the end of January. Another investor, Elliott Investment Management, is pushing its own candidate to replace him. It has fallen to two interim co-chief executives to wade through the drama. They still have a $10 billion business to run. The pair, Meghan Frank, 49, and Andre Maestrini, 61, said they were trying to block out the noise. “We feel the responsibility to this organization, and the consumers and shareholders, to get into action and keep the team focused, despite what might be going on around Lululemon,” Ms. Frank said in an interview at the company's Vancouver headquarters as she took her new role. Lululemon is at a critical juncture. Over the past 15 years, the brand has defined an era of clothing by persuading shoppers to ditch their slacks and jeans, creating a multibillion-dollar market for form-fitting, stretchy leggings. But lately, those pants have lost their sheen. Sales declined in North America late last year as a deluge of rivals stole market share. Fashion trends shifted, with shoppers demanding looser styles than the brand’s typical silhouettes. Cheaper duplicate versions of its athletic goods also inundated the marketplace. Ms. Frank, the company’s head of finance, was promoted alongside Mr. Maestrini, the chief commercial officer. Ms. Frank oversees areas such as product, supply chain and legal, while Mr. Maestrini runs store and online shopping operations. But the clock is ticking on what they can feasibly achieve. Analysts expect Lululemon to hire an external executive as its permanent chief at some point this year. “There’s zero stability,” said Anna Andreeva, an analyst at Piper Sandler. “You need fresh blood.” But the interim co-chiefs aren’t waiting for the boardroom spectacle to play out; Lululemon has shown early signs of a recovery in recent months, and they are hoping to keep the momentum going. The pair have outlined their plan to revive sales. They are investing in store improvements, so that products are presented to shoppers more thoughtfully. There's an effort to save money as higher tariffs eat away at margins. And they are boosting Lululemon's product development timeline to get new items to stores as quickly as possible. “We start the year with a real plan, with real strategies,” Mr. Maestrini said. “We make sure decisions are made fast.” When Lululemon began selling yoga pants in 1998, it made practical gear to keep a yogi comfortable while doing a downward-facing dog or cat-cow pose. The brand soon trained shoppers to wear its leggings outside the gym and on the streets, and it became a cultural status symbol. During the Covid-19 pandemic, demand for comfortable clothes skyrocketed and society accepted casual clothes almost everywhere. These days, you are as likely to see Lululemon clothes, especially from its women’s line, at an office as you are at a yoga studio. The world’s largest apparel companies scrambled to take advantage of the shift. Adidas (OTCMKTS: ADDYY) invested in its women’s business, Gap (NYSE: GAP) pushed its Athleta label, and Nike (NYSE: NKE) developed a brand with Skims, Kim Kardashian’s underwear business. Some retailers began offering pants that look a lot like Lululemon’s, but one can buy only so many black leggings. Shoppers have flagged their latest knockoff finds, called “dupes,” on social media. Lululemon even trademarked the phrase “Lululemon dupe,” and sued Costco (NASDAQ: COST) in June in California, accusing it of selling knockoffs of its yoga pants. Costco denied the allegations, and the two sides reached a partial settlement in March. As that saga unfolded, two start-ups — Alo Yoga and Vuori — rushed Lululemon head-on. Alo, based in Los Angeles, drew shoppers with celebrity influencers, like Kendall Jenner and Bella Hadid, as well as with its off-duty California look. The business first broke $1 billion in revenue in 2022. Vuori, from Encinitas, Calif., found fans by offering performance fabrics with a laid-back aesthetic. Analysts estimated that Vuori had $1 billion in sales in 2024. As both brands opened stores across North America, they chose spots close to Lululemon, popping up in the same malls from California to Florida. Alo even opened one near Lululemon’s headquarters in Vancouver. All three brands moved into flagships within a few hundred feet of one another on the same street in Manhattan. Lululemon opened its 17,000-square-foot space in November with a design concept set to be its blueprint for the future. It was wrapped in 3-D printed materials and hand-carved timber. On a recent day at the store, it was evident that the competition had closed in and that Lululemon had to fight for every shopper. Hilary Nnajiofor, 18, was looking for flared leggings — not the tight ones for which Lululemon is best known. “I wouldn’t exactly say I’m loyal, but I really like the colors,” Ms. Nnajiofor said. In Vancouver, mannequins in a showroom displayed the future of yoga pants. Most of the items in the room have the sleekness and soft fabrics that customers expect from the brand. But many also have wide, flowing legs that drape around calves. Speed will be necessary for Lululemon to catch up to this fashion trend. Company executives call it “away from body.” “Over the last couple years, we’ve let our product life cycles run too long,” Ms. Frank said. “We’ve become a little stale and predictable.” Ms. Frank has sped up the company’s product development process and hopes to increase Lululemon’s share of new products to 35% this year. She is also trying to boost the retailer’s ability to chase demand, so that when new products sell out, it can rush to get items back in stock. Management is also looking to expand its not-yoga offerings in sports like running, golf, tennis and other paddle sports like pickleball. Pilates is a new workout frontier for Lululemon, whose yoga clothes can often work in those studios, too. This month, the brand debuted a sweat-concealing technology developed with the tennis star Frances Tiafoe. “Not only is sports important, but the versatility amplifies the potential opportunity for the business,” Mr. Maestrini said. But even as he and Ms. Frank move forward with all these initiatives, the fight for the boardroom has escalated. In late February, Mr. Wilson sent a letter to Lululemon’s shareholders. He accused the board of acting in its own interest and said its members were not acting with urgency. “Their priority is protecting their own reputation, instead of upholding their fiduciary duty for all shareholders,” he wrote. Lululemon responded that its founder was “unwilling to have a constructive dialogue.” And Elliott Investment Management, the investor that accumulated a billion-dollar stake in Lululemon, has pushed for a former Ralph Lauren (NYSE: RL) executive, Jane Nielsen, to be named chief executive. Lululemon has met with multiple candidates, the company said. Mr. Wilson, who has nominated three new board directors, issued a letter on Thursday to those applying for the job. “Until meaningful change in the boardroom has taken place, success for the new C.E.O. could be a perpetual struggle,” he wrote. Mr. Wilson declined further comment. Lululemon is set to report its latest quarterly earnings on Tuesday. The company’s annual meeting, where shareholders can vote on board nominations, is typically held in June. “I believe the decisions we’re making are enduring through any period,” Ms. Frank said.

Read the article

3/16/2026

Small Investors Fear SEC Will Drive Corporate Gadflies to Extinction

Bloomberg (03/16/26) Green, Jeff; Kishan, Saijel

America’s small investors have one main route for influencing corporate boards and it’s poised to get a lot narrower. Federal regulators are looking at new rules that could rein in shareholders who hold as little as $2,000 in stock to get their proposals on proxy ballots. Business groups are pressing for higher ownership thresholds like the one adopted last year in Texas, where investors are now required to own at least $1 million in stock or a 3% stake to file a proposal with companies incorporated there. Governance watchdogs warn the most extreme options under consideration stand to muzzle small shareholders, including individual holders, networks of climate activists and faith-based groups on either side of the political spectrum. “There's certainly a chilling effect,” said Sister Ann Scholz, a nun who has filed environmental and socially minded shareholder proposals on behalf of the School Sisters of Notre Dame Collective Investment Fund in St Louis. “And you do wonder how much of this is designed to intimidate, and how much of it is real and has lasting impact on how shareholders and companies interact.”' The power of small investors is largely predicated on their ability to get proposals on the corporate ballot. That’s typically an uphill battle. Companies can reject any proposal that isn’t focused on a proper business question, arrives too late or otherwise fails to meet standards for inclusion on the proxy. (The definition of a proper business question is another area that could get more restrictive, with U.S. Securities and Exchange Commission (SEC) Chair Paul Atkins having argued the current scope is overly broad.) Once an investor proposal is cleared for a formal vote, it’s still difficult for small shareholders to effect change. Usually they fail to win enough support from fellow shareholders to form a majority. And when they win, the non-binding nature of their resolutions means companies don't have to meet their demands. But gadflies can pressure companies into adopting stronger governance measures. In recent years, gadfly campaigns led FedEx Corp. (NYSE: FDX) to review its policies for executive severance packages and helped persuade Netflix Inc. (NASDAQ: NFLX) to force its directors to stand for re-election annually. This proxy season, the gadflies face an extra obstacle: the SEC won’t weigh in on which proposals should be allowed to reach a full shareholder vote. Typically, companies receiving shareholder proposals submit any objections to the SEC, which then has a choice. Either it issues a so-called no-action letter in which it sides with the company and the proposal doesn’t go forward — which happened about half the time in the 2023, 2024 and 2025 proxy seasons — or it disagrees with the corporate objection, in which case the opinion of the agency is almost always honored. In November, citing a backlog created by the record U.S. government shutdown, the SEC said it would stop evaluating company objections in the 2026 proxy season. Instead, the agency is simply acknowledging when it has received a communication from a company that intends to excluse a proposal from the ballot, without taking a position on the decision. Small shareholders said the move effectively allows corporations to exclude resolutions unilaterally. Their concerns about proxy access were compounded in December, when President Donald Trump signed an executive order directing federal scrutiny of firms that advise on shareholder voting, particularly those that have recommended yes votes meant to further environmental, social or governance aims that the White House opposes. Meanwhile, the Business Roundtable, National Association of Manufacturers and U.S. Chamber of Commerce all have called for restricting access to proxy ballots by raising ownership thresholds or limiting the allowable topics of shareholder proposals, among other measures, and the manufacturers group backed a lawsuit that questioned whether the SEC should have an arbitrating role at all. "I see it as an orchestrated attempt to dismantle capitalism," said Andrew Behar of As You Sow, one of the shareholder activist groups that regularly brings forward resolutions representing small investors. "Capitalism requires that shareholders hold conversations with each other to help determine what is best for the companies in their portfolios." Companies and their lobbyists, however, say that not all shareholder conversations are worth having. Many investor resolutions fail to get even 10% support when put to a broader shareholder vote, said Elizabeth Bieber, a lawyer at Freshfields, one of the largest corporate law firms. For companies fielding multiple proposals each year, each of which takes up staff time and money, the process has “gotten out of control,” she said. In the 2025 proxy season, from January to June, companies submitted 363 requests for no-action letters from the SEC, and the SEC agreed with about 194 of those requests, according to data from Freshfields. This year the agency has received more than 150 letters so far. That includes seven from Amazon.com Inc., which said it's rejecting a wide range of proposals from both conservative and liberal shareholder activists. “In most cases, we believe the costs of implementing the proposals significantly outweigh the benefits, and that the proposals do not enhance or create shareholder value, or we disagree with how a proposal seeks to dictate how we approach or report on the issue in prescriptive or unrealistic detail,” Amazon (NASDAQ: AMZN) spokesperson Angie Quennell said. Amazon is one of the companies most frequently engaged by small investors seeking proxy-ballot access. It received 40 proposals in the 2023 to 2025 proxy seasons, the most of any company, according to Bloomberg Intelligence. Google parent Alphabet Inc. (NASDAQ: GOOG) received 39. The resolutions Amazon has rejected so far this year involved requests for disclosures relating to transgender care for employees, the impact of plastic packaging, protection of human rights, AI due diligence, immigration and the online sale of the abortion pill. In its letters to the SEC, the company said some proposals were attempting to micromanage the business, while others were not significant to its business operations or were too similar to proposals already rejected repeatedly by shareholders. Investor John Chevedden, who according to Bloomberg data has filed more than 1,100 shareholder proposals since 2015, said the SEC’s decision to stay on the sidelines this year is "the worst attack ever” on small investors. The reality has been more mixed. On a website the SEC set up for this proxy season to track proposals that are denied a full shareholder vote, the regulator has posted around 150 letters acknowledging company decisions to exclude proposals from their ballots. At the same time, there are more than 30 communications in which companies including McDonald’s Corp. (NYSE: MCD), Starbucks Corp. (NASDAQ: SBUX), and Apple Inc. (NASDAQ: AAPL) either reversed a decision to exclude a proposal or said the investor had opted to withdraw it. In February, Bloomberg Law reported that AT&T Inc. (NYSE: T) agreed to include a shareholder proposal to disclose employee demographic data in order to resolve a lawsuit brought by New York City retirement plans. As You Sow’s Behar said his group sued to get a shareholder proposal on the ballot at insurance company Chubb Ltd and predicted that without the SEC’s explicit blessing of proxy exclusions, more activists will use lawsuits to test company decisions to reject proposals. The prototype for the modern gadflies were Manhattan brothers John and Lewis Gilbert, whose boardroom activism in the 1930s and 1940s is credited with ensuring that companies had to allow for shareholder proposal votes. Successive shareholder activists such as Wilma Soss and Evelyn Y. Davis kept pressure on corporations over the decades, whether demanding changes to boardroom bylaws or boycotts in apartheid South Africa. They were known mainly for being loud, and larger than life, but in many cases these colorful characters achieved small wins that were cumulative toward modifying corporate behavior, according to business historian Brian Sarginger, who also works as a research analyst at proxy advisory firm Institutional Shareholder Services Inc. “The gadfly is a rare breed,” Sarginger said. “It's a difficult job. It's not so much about winning this one fight. It is about continually being in the room, continually being a nuisance of yourself, continually talking to management. And oftentimes, after years of resolutions, after negotiations, after being in these annual meetings and having communications back and forth, oftentimes, you know, boards would change their mind.”

Read the article

3/12/2026

Megadeals Like Toyota’s Set Japan on Course for Record M&A Run

Bloomberg (03/12/26) Baigorri, Manuel; Taniguchi, Takako

Last year’s deals boom put Japan on the priority list for bankers and investors, and momentum toward the end of the first quarter suggests 2026 could go a step better, even with the crisis in the Middle East. Leading the charge, the Toyota group has reached an agreement with Elliot Investment Management — after a standoff — to privatize Toyota Industries Corp. (TYO: 6201) in a transaction valuing the company at $43 billion. That’s the biggest acquisition ever of a Japanese firm. Then there’s Tokyo-based SoftBank Group Corp. (TYO: 9984), which has committed $30 billion to OpenAI’s $110 billion fundraising. These huge transactions have helped to give Japan one of its biggest quarterly hauls on record for deals, data compiled by Bloomberg show. “Japan is one of the most exciting and interesting markets globally right now and it will continue,” said Jan Metzger, co-head Asia Pacific investment banking at Citigroup Inc. (NYSE: C). Reforms to improve corporate governance and shareholder returns have encouraged inbound merger and acquisition activity, while Japanese companies also seek opportunities overseas. Private equity-led transactions and activism are on the rise, along with corporate carve-outs and take-private deals. Given the rise in transactions, Japan’s main banking lobby plans to establish risk management guidelines for lenders offering leveraged loans for M&A deals, according to people familiar with the matter. “Corporate Japan is transforming and the active inbound and outbound M&A markets, both in public and private M&A, are compelling evidence of that change,” said Tracy Whiriskey, a partner and global co-head of insurance at law firm Linklaters. “These factors are converging to unlock transactions that would have been inconceivable a decade ago — creating the conditions for a genuinely transformative year in Japanese M&A,” Tokyo-based Whiriskey said. Recent acquisitions by founding families and group companies, not least Toyota, have also increased, said Masakazu Hosomizu, chief investment officer at Sapphireterra Capital. “While buyers previously held pricing power, activist voices have led to price revisions, resulting in more transactions being conducted at fair prices,” he said. “This also contributes to pushing up the total value of Japan-related acquisitions.” Japan is showing resilience even as sentiment globally is threatened by events such as the conflict in the Middle East, a selloff in technology stocks and private credit jitters. “While assessing geopolitical risks in the Middle East is necessary, the positive trend for Japanese companies’ cross-border deals should persist if the impact remains contained,” said Akifusa Takada, managing partner at Baker & McKenzie in Tokyo. Ellis Chu, head of Asia M&A at Jefferies Financial Group Inc. (NYSE: JEF), added that Japan continues to deliver large transactions. Last week, Denso Corp. (TYO: 6902) proposed buying Rohm Co. (TYO: (6963), leading to a surge in the chip-parts maker’s shares. In February, SiTime Corp. (NASDAQ: SITM) agreed to buy Renesas Electronics Corp.’s (TYO: 6723) timing unit in a transaction valued at about $2.9 billion, while Mitsubishi Corp. (TYO: 8058) is purchasing Aethon Energy Management LLC’s U.S. gas and pipeline assets for $5.2 billion, the biggest acquisition by a Japanese company in the American shale sector. “The recent jump in Japan M&A activity is not a one-off spike, but rather a broad systemic change,” Chu said. “Boards are under real pressure to address capital efficiency, and that’s translating into a groundswell of carve-outs, take-privates and subsidiary buyouts at a pace I haven’t seen before.”

Read the article

3/9/2026

Activist Threat Pushes Japanese Companies to Unwind Cross-shareholdings

Reuters (03/09/26) Nussey, Sam; Uranaka, Miho

Pressure from activists, or the fear of being engaged by them, is pushing Japanese companies to accelerate governance reforms by unwinding the cross-shareholdings that have underpinned relationships for decades. Major firms including Toyota Motor (7203.T) and Nintendo (7974.T) have moved to unwind cross-shareholdings, Reuters has reported, with the "Super Mario" maker later announcing a sale. The practice of companies owning stakes in each other is unusual in the West but common in Japan where it provides management with a buffer of stable, supportive investors. Critics say the practice reduces transparency, muddies valuations and insulates management from the voices of shareholders. As regulators and the Tokyo bourse push firms to dissolve cross-shareholdings, companies seen as laggards risk being engaged by activists. Five years ago Japanese companies would ignore activists, said Pella Funds Chief Investment Officer Jordan Cvetanovski. "Today, however, it feels as though companies have all read the same memo - they understand what they need to do and they are doing it," Cvetanovski said. "I have never seen such a rapid shift in mindset across an entire market." Demonstrating the rise of activists, Elliott Investment Management scored a landmark win this month, forcing Toyota to sweeten its bid for Toyota Industries (6201.T) amid criticism over transparency and fairness to minority shareholders. Toyota plans to engineer the sale of some $19 billion of its shares by banks and insurers in a demonstration of its seriousness about governance, Reuters has reported. The large scale move from such a prominent firm could prompt others to follow suit, analysts said. "Anybody who has had an activist in the house wants to look better," said Nicholas Benes, founder of the Board Director Training Institute of Japan and a proponent of Japan's corporate governance drive. The country saw a record number of activist campaigns last year, according to Jefferies, while the unwinding of cross-shareholdings is gaining momentum. Companies announcing the sale of their shares by other companies include electronics manufacturer Ibiden (4062.T) and frozen food firm Nichirei (2871.T). Kansai Electric Power (9503.T), engaged by Elliott, is considering selling shares of construction firm Kinden (1944.T), said a person familiar with the matter. "The activists are great but they're not the ones driving this, they're in the sidecar - the fuse on the governance revolution was lit by Abe," said CLSA Securities strategist Nicholas Smith, referring to former Prime Minister Shinzo Abe. The government of Prime Minister Sanae Takaichi, widely seen as an Abe acolyte and who won a sweeping election victory last month, will put pressure firms to put cash piles to work in hiking wages and investing in their businesses, Smith said. Nintendo late last month announced the $1.9 billion sale of its shares by banks including Kyoto Financial (5844.T), as well as a stock buy-back scheme. Kyoto Financial has held shares in Nintendo since the 1960s. Nintendo approached Kyoto Financial about the sale, said Hideki Onishi, general manager at the bank's corporate planning division. Kyoto Financial has a policy of cutting cross-shareholdings by more than 100 billion yen ($630 million) by March-end 2029 and, with requests from the market, has somewhat accelerated the pace, Onishi said in an interview. The bank plans to present its future policy for reducing cross-shareholdings in its next mid-term plan which will start from April, Onishi said. While cross-shareholdings have offered mutual support in business ties, they have also served as a defensive measure for management against takeover bids. "Using the stable shareholder structure as a shield - as seen five or six years ago or in the 2000s - and fighting to the bitter end is becoming harder," said Yasuhiro Kikuchi, head of the shareholder and capital strategy advisory department at Mizuho Securities. Meanwhile, companies will continue to be under pressure to improve near-term shareholder returns while the government also aims to ensure focus on medium- to long-term growth strategies. "With heartfelt respect, activists are the garbage collectors - they eject bad managers and bad practices, doing the heavy lifting while the ministries are supporting and directing to get the job done," said CLSA's Smith.

Read the article

3/9/2026

Opinion: Homes.com, Zillow and the Affordability Stakes of Who Controls the Listing Marketplace

HousingWire (03/09/26) Whitley, Jared

Jared Whitley, Housingwire contributor, says, "President Trump has made housing affordability the centerpiece of his domestic economic agenda, and for good reason. After four years of Biden-era inflation that priced millions of young families out of the market, the President highlighted declining mortgage costs in his 2026 State of the Union. He signed an executive order to stop large institutional investors from buying single-family homes that belong in the hands of American families. He directed Fannie Mae (OTCMKTS: FNMA) and Freddie Mac (OTCMKTS: FMCC) to purchase $200 billion in mortgage-backed securities to drive down borrowing costs. The message from this White House is unambiguous: restoring the American Dream of homeownership is a top priority, and Washington is finally doing something about it. So why are two Wall Street hedge funds trying to shut down a company that is building more competition, more transparency and more options for the very homebuyers the President is fighting for? CoStar Group (NASDAQ: CSGP), the dominant provider of commercial real estate data, has spent the last several years building Homes.com into a legitimate challenger to Zillow’s (NASDAQ: Z) near-monopoly in residential real estate listings. The business model difference matters directly to housing costs. Zillow monetizes consumer inquiries by routing them away from listing agents and toward paying “Premier Agents” who bid for lead placement, or by collecting referral fees of up to 40% of the agent’s commission when a transaction closes. Those costs do not vanish. They get passed through to buyers and sellers in the form of higher commissions and less flexible pricing, making an already unaffordable market even worse. Homes.com operates on a fundamentally different model. Its “Your Listing, Your Lead” approach connects buyers directly with the listing agent, whether or not that agent pays Homes.com anything. That creates real downward pressure on agent costs across the market. It is exactly the kind of pro-consumer, pro-competition innovation that free enterprise is supposed to produce. Now Third Point and D.E. Shaw, two hedge funds that each hold roughly 2% of CoStar’s outstanding shares, have publicly demanded the company abandon Homes.com entirely, replace its founder-CEO, and restructure on their timeline. Strip away the financial jargon and what they want is simple: CoStar should exit residential real estate so these funds can harvest a short-term stock price bump. The result would be one fewer competitor in a market where the FTC has found that roughly 85% of internet listing revenue is already concentrated among a handful of players and where the government has sued Zillow for paying a competitor to exit the market. Forcing Homes.com out through shareholder pressure would accomplish the same reduction in competition, just through a different door. Anyone tempted to trust these firms’ judgment should look at their records. At Advance Auto Parts (NYSE: AAP), Third Point secured three board seats in 2024 with no disclosed operational plan, then bailed out six months later after the stock fell nearly 50%. At Sony (NYSE: SONY), Third Point demanded a spinoff of the semiconductor division. Management had the backbone to refuse. That business achieved nearly 12% annual revenue growth, and Sony outperformed the S&P 500 by over 53 percentage points by the time Third Point walked away. D.E. Shaw pushed FIS (NYSE: FIS) to spin off its Worldpay payments unit. FIS shares have fallen more than 30% since settlement while the S&P 500 gained over 76%. The pattern is consistent: bold demands, board seats won, value destroyed and a quick exit before the bill comes due. Unfortunately, the policy stakes here go well beyond one company’s stock price. The Trump administration has correctly identified housing affordability as a crisis and is pursuing a serious agenda built on expanding supply, cutting red tape, and putting American families ahead of institutional investors. CoStar’s Homes.com investment is squarely aligned with that agenda. It introduces competition into a concentrated market. It offers consumers a more transparent experience. It recently launched Homes AI, a conversational AI tool that helps homebuyers navigate their search using proprietary data no competitor can replicate. The company has committed to cutting Homes.com spending by over $300 million this year and projects the platform will reach profitability by the end of the decade, with company-wide revenue growth of 18% and an 83% increase in adjusted EBITDA in 2026. The Securities and Exchange Commission’s push to allow semiannual reporting, backed by the President, reflects a growing recognition that the quarterly earnings treadmill empowers exactly this kind of short-horizon activism at the expense of the long-term investment and job creation that actually build a stronger economy. President Trump is right that Wall Street should not be allowed to compete with Main Street when it comes to buying homes. The same principle applies to building the platforms that help Americans find and buy those homes. If Third Point and D.E. Shaw get their way, there will be one fewer competitor in residential real estate, less transparency for homebuyers, and more pricing power for the incumbent monopoly. That is not a free-market outcome. It is the kind of Wall Street self-dealing that voters sent this President to Washington to stop."

Read the article

3/9/2026

Investors Target Food Companies as Growth Slows. Lamb Weston Is the Latest

Barron's (03/09/26) Liu, Evie

Investor pressure is mounting across the packaged-food and restaurant industries, with sluggish sales growth and shifting consumer habits drawing investors looking to unlock value. The latest example is Lamb Weston (LW), the frozen-potato supplier behind french fries served at chains like McDonald’s (NYSE: MCD) and Chick-fil-A. Starboard Value has built a sizable stake in the Idaho-based company and is urging faster cost cuts and operational improvements to revive the stock. The push comes after Lamb Weston’s shares tumbled 12% over the past year, weighed down by slowing restaurant demand and lower margins due to price cuts. Investors are also concerned that the company has expanded production capacity too aggressively as consumers are pulling back. Starboard joins Jana Partners, which already reached a settlement with Lamb Weston last year to add representatives to its board and push for operational changes. But Starboard believes progress should come faster. Food manufacturers and restaurant chains—long viewed as stable defensive businesses—have become fertile ground for investors as growth stalls and consumers push back against years of price increases while increasingly seeking healthier alternatives. Last year, Elliott Investment Management built a $4 billion stake in PepsiCo (PEP), pushing for cost reductions, divestitures, and sharper strategy. PepsiCo said it plans to reduce roughly 20% of its U.S. product offerings as part of a cost-cutting agreement with the investor. J.M. Smucker (NYSE: SJM), the maker of Folgers coffee and Uncrustables sandwiches, recently agreed to appoint two new directors as part of a settlement with Elliott following pressure for operational changes. It is not disclosed how much stake Elliott has in the company. Keurig Dr Pepper (NASDAQ: KDP) also faced investor scrutiny after announcing an $18 billion acquisition of JDE Peet’s, which had investors worried about its debt load. The deal announcement sent share prices down sharply. Starboard soon built a stake and began pushing management for changes. In the restaurant sector, Jack in the Box (NASDAQ: JACK) has been locked in a contentious battle with Sardar Biglari, whose investment firm built a 9.9% stake in the fast-food chain and pushed for leadership changes after years of declining sales and shareholder returns. Biglari launched a proxy campaign aimed at replacing longtime Chairman David Goebel and reshaping the board. At the 2026 annual meeting, shareholders re-elected the full slate of directors, though the company later replaced the chairman under investor pressure. Meanwhile, Nelson Peltz, the investor who owns about 16% of Wendy’s (WEN) outstanding shares, said shares in the fast-food chain are undervalued and his firm may explore ways to enhance shareholder returns, including potential leadership adjustments or transactions such as a merger or sale. The wave of activism underscores how challenging the environment has become for food companies. But the challenges have also created an opening for investors to push for cost cuts, portfolio pruning, or even corporate breakups to unlock value. For investors, the sector offers a compelling setup: Many companies still control globally recognized brands and large distribution networks, yet their stocks have lagged behind the broader market as growth slows and margins come under pressure. If restaurant traffic remains soft and packaged-food volumes fail to rebound, investors may increasingly engage companies they see as slow to adapt—even the most familiar names in the grocery aisle or drive-through lane.

Read the article

3/8/2026

Opinion: Beyond Bidets Lies the Overlooked Plumbing of AI

Bloomberg (03/08/26) Reidy, Gearoid

Bloomberg Opinion columnist Gearoid Reidy writes that a Japanese maker of high-tech toilets has been causing a splash in the world of artificial intelligence. Palliser Capital recently called on the management of Toto Ltd. (TYO: 5332), best known for its Washlet bidets, to do more to highlight that the firm is a growing AI play, thanks to its advanced ceramics segments. Toto is the “most undervalued and overlooked AI memory beneficiary,” Palliser wrote. Its little-known chips parts business recently accounted for half of its operating profit. Yet just a page was dedicated to it in the most recent investor presentation, with the limited disclosure leaving its value “effectively hidden from the market,” the fund said. That one of the world’s biggest toilet makers is actually a growing chip supplier won’t come as a surprise to regular readers of this column. But Palliser has a point here — and it’s one that extends beyond the porcelain throne. Japanese firms often struggle to tell their success stories, particularly if they’re diversified or in niche industries. Carefully stage-managed domestic media engagements tend to dominate. While disclosure is improving, getting information out of some firms can still be akin to pulling teeth. Worse, for years even companies that were proactive often found it hard to reach a receptive audience. But things are changing in the era of artificial intelligence and robotics, where Japan has vast expertise in specialty chemicals and wafer substrates, sensors and motors. The country might have fallen behind in the age of software, but these physical hardware supply chains are exactly the kind of industries where firms still have an edge. While some bemoan the lack of “creative destruction” in the economy, innovation simply happens differently. Like Toto, companies reinvent themselves with alacrity and transition to new business models. Take Fujikura Ltd (TYO: 5803). It was founded in 1885, the age of steam engines and gas lamps, but is now one of the world’s hottest AI bets thanks to its optical fibers used in data centers. Shares have risen almost 25 times since the start of 2024, the best-performing Japanese blue-chip. Or Nitto Boseki Co. (TYO: 3110), which began as a silk-spinning firm in 1898, the year HG Wells published The War of the Worlds. It’s now a leading supplier of glass cloth fiber, with its stock more than quadrupling since last year amid reports of its links to Nvidia Corp. (NASDAQ: NVDA) and Apple Inc. (NASDAQ: AAPL). Printers Dai Nippon Printing Co. (7912.T), founded 1876, and Toppan Holdings Inc. (TYO: 7911), dating to 1900, might be associated with ink and paper, but are actually crucial makers of chip packaging materials and photomasks. Yamaha Motor Co. (TYO: 7272) is the subject of memes about its diverse output. In fact, the famed pianos are made by Yamaha Corp. (TYO: 7951), from which the motorbike maker was spun out decades ago. The diversification continues: Yamaha Motor aims to expand its own semiconductor backend business into a ¥100 billion ($633 million) earner by the 2030s. The advent of high-quality AI translation tools that make company materials understandable for anyone has helped. But in any language you would struggle to learn much about one of the country’s biggest companies in this sector, the notoriously secretive Keyence Corp. (TYO: 6861). Shares of the maker of sensors for automating factories have been range-bound for five years, even as sales and profits have doubled. It’s hard to think it wouldn’t benefit from a little over-the-top robotics hype. Japanese products frequently only become world famous after a little outside help. The movie Lost in Translation is often credited with awakening the world to Japanese whiskey; a handful of Australian skiers first realized the potential of Hokkaido’s now-famous powder snow. The government is currently targeting anime as a major export business, but it became globally famous not because of a top-down push, but by bottom-up fandom on pirate sites like Crunchyroll, founded by a group of Americans. Its companies need similar evangelists. Palliser says rewriting the narrative could add another 55% to Toto’s shares. So at a time when some in Tokyo are getting a little uncomfortable with the growing power of activists, they should be encouraged instead to help spread the word. In the original gold rush, it was all about picks and shovels. This time, it’s more about the plumbing.

Read the article

3/3/2026

Governance Frm y’s partners Takes Off as S.Korea’s Family-Owned Firms Face Governance Test

Korea Economic Daily (03/03/26) Seo, Sookyung

A new governance advisory firm focused on family-controlled corporations and family offices has launched in Seoul, positioning itself to serve South Korea’s founder-led business groups as they navigate generational succession and evolving governance expectations. y’s partners, founded by governance and strategic communications veteran Yvonne Park with over 25 years of experience, will advise family businesses and boards on succession planning, shareholder engagement, crisis management and governance systems and legal strategy, the company said Tuesday. Family-controlled companies account for a large share of South Korea’s listed firms, including many flagship conglomerates. As second- and third-generation heirs assume leadership roles, governance structures and capital-allocation discipline have come under closer scrutiny from investors and stakeholders. Shareholder activism in South Korea has intensified in recent years, with both foreign hedge funds and domestic investors challenging management decisions at annual meetings. Governance disputes over control, succession, and dividend policy have become more visible across sectors. At the same time, Korea’s growing cohort of wealthy entrepreneurial families is beginning to formalize family office structures – private entities that manage investments, philanthropy and succession planning. While common in the United States and Europe, the model remains comparatively underdeveloped in South Korea. y’s partners said it will advise on establishing family office governance systems, managing shareholder campaigns, designing succession frameworks, and navigating litigation-related communications.

Read the article

3/3/2026

Toyota's Buyout Deal a Bigger Win for Elliott Than for Governance

Reuters (03/03/26) Dolan, David

Toyota's (7203.T) decision to further sweeten its bid for group company Toyota Industries (6201.T) marks a win for Elliott Investment Management, which had pushed the automaker for months for a heftier bump up in price. But the increased offer is hardly a stunning victory for governance. It still does not address what investors had seen as some of the underlying issues - in particular that it was unfair to minority shareholders, even as Chairman Akio Toyoda stands to directly benefit. The world's largest automaker raised its offer on Monday for forklift maker Toyota Industries, known as TICO, for a second time, to 20,600 yen ($131) a share, valuing the bid at $30 billion. That was enough for Paul Singer's fund, which has agreed to tender its stake. In January Elliott rejected a sweetened bid of 18,800 yen a share as too low. The fund had previously said the shares were worth some 26,134 yen apiece. The buyout is aimed at allowing TICO, a key Toyota supplier, to pivot to advanced mobility technology without the constraints of short-term profit targets. The Toyota group originally offered 16,300 yen a share in June, sparking outrage from minority shareholders who said the deal was underpriced and lacked transparency. Some overseas investors even complained to the Tokyo Stock Exchange, saying the transaction went against its drive to improve governance, Reuters has reported. "The fact that the price was revised up twice, with the final offer significantly above the initial one, is clearly a better outcome for minority shareholders," said Amar Gill, secretary general of the Asian Corporate Governance Association advocacy group. "Yet various governance concerns remain," he said, citing the "questionable" treatment of group companies as independent minority shareholders and a lack of transparency over expected synergies. The association raised concerns about the buyout in an August letter to TICO and Toyota that was signed by some two dozen investors. They cited inadequate financial disclosure and said Toyota group companies should not be classified as minority shareholders, as that lowers the voting threshold Toyota would need to clinch the deal. TICO subsequently released more financial details. It has also held meetings with investors. TICO says it took steps to ensure transparency, including consulting outside directors and independent firms, and received three fairness opinions. Toyota also rejects the notion that the transaction was in any way unfair to shareholders - or that Toyoda stood to benefit unduly. The transaction will see Toyoda, the former CEO and the founder's grandson, invest about $6.5 million to boost his TICO holding to 0.5% from 0.05%, tightening his grip on the supplier. One London-based investor, who declined to be identified, said the price was "inadequate" given the asset quality, but they, like other minority shareholders, would likely have little option but to tender shares following Elliott's move. While the outcome was a "big improvement" in terms of governance in Japan compared to 10 or even five years ago, there were still "many weak points" in the deal that limited the benefit for minority shareholders, the investor said. For the bid to be successful, 42.01% of shareholders classified as minority owners need to accept the offer. That excludes Toyota Motor's 24.66% stake. The offer ends on March 16. One part of the controversy surrounding the deal is that the Toyota group has classified parts makers Denso (6902.T) and Aisin (7259.T) and trading company Toyota Tsusho (8015.T), which own a combined 12.21% of Toyota Industries, as independent minority shareholders. Toyota Fudosan, the company leading the buyout, has defended that classification, saying the group companies were independent, listed firms that made their own decisions. While the deal was widely seen as a test case for corporate governance in Japan, Julie Boote, auto analyst at Pelham Smithers Associates, said the outcome showed there was still a long way to go for safeguarding minority shareholders' rights in Japan. "The recent developments do not demonstrate that Japanese corporate governance reforms have prompted changes among companies’ attitudes towards shareholders’ rights – given that Toyota was forced to cave in and put up a fight not to do so," she said in a note to clients. Still, Gill said it was important that TICO made an independent director available to answer investor questions and that such an effort should be part and parcel of similar situations in Japan. “We believe that the company reaching out to investors to get their feedback helped in this outcome, in combination with the activist pressure,” he said.

Read the article

3/3/2026

Opinion: A Win — and a Lesson — from Toyota’s Elliott Deal

Bloomberg (03/03/26) Liu, Juliana

Juliana Liu, columnist for Bloomberg Opinion's Asia team, writes that sometimes, the most important lessons in life involve what not to do. The Toyota group may have prevailed over minority shareholders in a buyout, but the tussle showed that not even Japan’s most powerful conglomerate can get away with lowballing investors — a development that bodes well for efforts to improve the way companies are overseen. On the face of it, the dispute between Toyota and Elliot Investment Management ended amicably on Monday with an agreement that gave each side what it wanted. The group got the green light to delist one of its members, Toyota Industries Corp. (TYO: 6201), and take it private in what is expected to be the biggest ever deal of its kind. Elliott successfully campaigned for — and received — a higher price for its stake in the company. But the public nature of the clash and the criticisms leveled against Toyota for shortchanging independent shareholders demonstrate how not to run a takeover deal. A proposal for Japan’s most important conglomerate to safeguard its future should have been straightforward. Instead, it devolved into a fractious takeover fight, with some investors expressing despair over how they were being treated. That Toyota was unable to escape scrutiny sets a welcome precedent for future transactions and vindicates Japan’s decade-long efforts to raise corporate governance standards. Those steps have helped propel stocks higher and rekindled frenetic dealmaking. It was the rationale offered last June when Toyota Motor Corp.(TYO: 7203) and its related companies announced their intention to acquire the shares in Toyota Industries known as TICO and the original company from which the world’s top automaker later emerged. The idea was to eliminate a significant cross-shareholding1, and send a signal to the rest of corporate Japan to do the same. But almost immediately, independent investors — especially those overseas — complained about a slew of issues including fairness, pricing, and a lack of disclosure. This reaction would have been unthinkable not long ago, when minority shareholders often felt disenfranchised. The most concerning aspect of the offer was the alleged flouting of a voting standard that was meant to protect their rights. Seven years ago, the Ministry of Economy, Trade and Industry introduced new guidelines to promote better corporate governance. Though they weren’t legally binding, they were accepted as best practices. One of its recommendations was the establishment of a voting safeguard stipulating that a deal is approved only if the bulk of minority shareholders with no significant ties to the acquiring company vote in favor. For the purposes of the offer, three Toyota affiliates — Denso Corp. (TYO: 6902), Aisin Corp. (TYO: 7259), and Toyota Tsusho Corp. (TYO: 8015) — were classified as independent minority shareholders. They have been linked to the larger group in other disclosures, raising questions about conflicts of interest. Under METI guidelines, they should not have been designated as disinterested parties. Or so Elliott contended. This means TICO needed less support from its smaller shareholders. Another criticism was that the price was too low. Anuja Agarwal, head of research for Japan and India at the Hong Kong-based Asian Corporate Governance Association, pointed out that the January price of 18,800 yen ($119.39) offered by the buyer, Toyota Fudosan Co. — a privately owned property company that operates as the founding Toyoda family’s investment arm — implied a price-to-book ratio, a measure of how much investors are paying for a company relative to the value of its assets, well below that of comparable deals. The final offer accepted by Elliott brought the price-to-book ratio to about one, higher than the previous January proposal but still lower than similar deals. Opposition became even more vociferous after Elliott revealed in November that it had taken a significant stake in TICO in order to thwart the offer. As a result, Toyota group had to raise the offer price from 16,300 yen to 18,800 yen in January. Even so, it failed to muster enough support last month to proceed, delivering a victory to the activist fund. It was a surprise when Elliott agreed on Monday to sell its shares for a 10% bump from the January price, when the fund had previously said TICO was worth much more. With this assent, a successful completion is all but certain subject to some conditions being met. Once it goes through, the expected 5.9 trillion yen enterprise value of the buyout would make it the biggest ever acquisition of a Japanese company. Under pressure, Toyota had to raise the offer twice. Unlike in years past, investors are no longer afraid to call things out and take action to block what they consider poor deals. The benefit of this whole episode, though, is that future dealmakers should be examining their pricing strategy more carefully to avoid Elliott-style shareholder activism. The global auto industry is being reshaped by the rise of Chinese carmakers. It’s imperative for the Toyota group, home of the world’s largest vehicle maker, to be agile and strategic. Its decision to privatize TICO should be applauded. However, other investors intending to embark on their own mergers and acquisition should avoid similar pitfalls. Japan Inc. still has some work to do on greater transparency and fairness.

Read the article

2/27/2026

Target's Management Under Fire as Investors Agitate for Change

Reuters (02/27/26) Cavale, Siddharth

Over the last three years, retailer Target (TGT.N) has weathered intense criticism from consumers who have questioned its merchandise choices and policy decisions. Now it has another unhappy group to deal with: shareholders who are questioning management's decisions on everything from executive leadership to its plans to rebuild its reputation with the broader public. While big-box retailers like Walmart (WMT.O) and Costco (COST.O) have taken advantage of Americans' cost-conscious shopping, Target has struggled. Profit has dropped 14% over the last five years. Its shift away from diversity, equity and inclusion initiatives in the wake of Donald Trump's return to the White House angered part of its consumer base and many long-time merchants. The DEI rollback prompted a boycott that hurt sales, then CEO Brian Cornell admitted. The company's market value is now $52 billion, about half of what it was in 2021, while Costco's value has risen to more than $430 billion, and Walmart's market cap has surpassed $1 trillion. Against that backdrop, several groups of Target investors are agitating for change. Major New York and California pension funds are supporting a proposal that would ensure independent board chairs after Cornell was elevated to board chair. Another investor group is pushing for answers to what it sees as missteps that have harmed its reputation with customers and cut into sales. "We are concerned that a series of recent public-facing decisions and communications by the company may have introduced reputational, operational, and financial risks at a moment when Target is already navigating a challenging competitive and macroeconomic environment," a group of 27 investors wrote in a Friday letter to the company's board and executive leadership, seen exclusively by Reuters. The investors did not propose specific fixes. It adds up to a challenging road for CEO Michael Fiddelke, who officially took the helm on February 1. He is expected to discuss his priorities for the year when the company reports results on March 3. The company is expected to report a 2.65% decline in same-store sales for 2025, according to LSEG data. "Target's top priority is getting back to growth, and our strategy to do so is rooted in four strategic priorities: leading with merchandising authority, providing a consistently elevated shopping experience, leveraging technology and strengthening team and community," the company told Reuters in a statement, noting it speaks regularly with investors. "We are confident the execution of this plan will drive the business forward and deliver sustained, long-term value for shareholders.” Since Fiddelke was named the next CEO in August 2025, he has cut 1,800 corporate roles and announced $1 billion in store investments. He later elevated two veteran merchandising executives to chief operating officer and chief merchandising officer and named two new board directors. "We believe the refresh of C?suite roles meaningfully improves execution potential and injects renewed strategic momentum into the organization," said Corey Tarlowe, Jefferies analyst, saying it "reinforces our view that TGT is taking deliberate steps to position the company for its next chapter of growth." Target’s merchandise was once a competitive advantage, earning it the playful name "Tar-zhay" for its cheap-chic apparel, but it has lost ground as competition from Walmart, Amazon (AMZN.O) and Costco intensifies. Shoppers have complained about out?of?stock issues and long checkout lines. "The strategy needs correction and execution needs improvement," Gerald Storch, Target's vice chairman between 1993 and 2005, told Reuters. "You see long lines, hyper?promotional deals, and a loss of focus on value," Storch said, pointing to the mix of buy?one?get?one offers and perks that contrast with everyday low prices at Walmart and Costco. The 27 investors asked how the retailer is evaluating reputational risks, including customer boycotts, and its plan to avoid letting external pressures undermine efforts to rebuild trust, increase traffic and stabilize earnings. Those investors collectively manage $150.5 billion in assets, and are led by Trillium Asset Management and Mercy Investment Services. Their letter added that "backlash from recent strategic adjustments" had affected "customer loyalty and foot traffic." According to a source familiar with the letter, this was a reference to Target's decision to back away from DEI, and its silence before speaking out about raids conducted by U.S. Immigration and Customs Enforcement officers at stores in the Minneapolis area, where the company is based. Other shareholders are upset with Target's decision to elevate longtime CEO Cornell to executive chairman, a position that continues to have operational oversight over Fiddelke. At least six investors that collectively own $500 million in Target shares, including the New York State Comptroller’s Office, the California State Teachers' Retirement System (CalSTRS) and the California Public Employees' Retirement System (CalPERS), are in support of a push from shareholder advocacy group The Accountability Board that would make future board chairs independent. The proposal will be put to a non-binding vote at Target's annual meeting in June. Target's independent board members did not respond to multiple calls and emails seeking comment on the investors' corporate governance concerns. Officials at the New York State Comptroller's Office, which holds roughly $50 million in shares, told Reuters that they want Cornell to relinquish his board seat, citing disappointment with Target's retreat from diversity initiatives and the level of oversight surrounding these changes. Six similar proposals since 2014 at Target have failed, with support peaking in 2014 at 45.8%. Matt Prescott, president of The Accountability Board, believes the campaign has more momentum this year with the arrival of an investor. Toms Capital Investment Management took a 0.6% stake as of December 31, seeking to turn around Target's grocery business among other priorities, according to a source familiar with its thinking. TCIM declined comment; co?founder Ben Pass did not respond to multiple requests for comment. After Reuters asked Target about investor concerns related to its governance structure, the company added a statement to its website emphasizing that all board members except Cornell and Fiddelke are independent under New York Stock Exchange standards, and that no other directors are current or former employees. The website now includes a table listing directors' affiliations with other corporate boards.

Read the article

2/26/2026

Korea's Market Rally Shifts Tone in Shareholder Activism

Korea Herald (02/26/26) Eun-byel, Im

Activist hedge funds were once treated as unwelcome agitators in South Korea, often turned away at corporate doorsteps. Wary of short-term pressure and hostile campaigns, management viewed them as disruptive forces threatening their control and stability. While a full detente has yet to emerge, the mood is shifting. Amid a blistering stock market rally, shareholder activism has moderated, as rising valuations ease the urgency for direct confrontation. On top of that, corporations appear increasingly willing to engage — and in some cases quietly welcome -- activist scrutiny as a catalyst to lift share prices and narrow the long-standing “Korea discount.” “South Korea activism slowed moderately in 2025 as a rapidly rising stock market was seen to reduce the need for direct action by shareholders,” Diligent Market Intelligence said in a recent report. The number of Korea-based companies subject to activist demands fell to 60 in 2025, down from 66 in 2024 and 77 in 2023. DMI attributed the decline largely to the sharp rally in domestic equities, noting that rising market values may have reduced the immediate need for proxy fights and public campaigns. Industry officials suggest the shift is not merely cyclical but structural. Traditionally, many conglomerates have tolerated undervalued share prices to help founding families maintain control with relatively small stakes and to limit their inheritance and tax burdens. That calculus is beginning to change. The government's push to boost corporate valuations and improve shareholder returns has altered incentives. Companies are paying closer attention to the performance of their shares and reassessing their stance toward activist investors. “SK Square is said to be satisfied with Palliser Capital's campaign last year. This marks a striking contrast to its previous wariness toward such campaigns,” said an official closely associated with foreign hedge funds investing in Korea. In October 2024, British investment manager Palliser Capital disclosed it had more than a 1 percent stake in SK Square (KRX: 402340), the investment arm of SK Group, and pushed the company to unlock value through expanded investments and larger treasury share buybacks. From then, SK Square's shares surged more than sevenfold, rising from around 78,000 won to roughly 560,000 won earlier this month, before reports surfaced that the fund had trimmed part of its holdings. While the stock climbed alongside the Kospi rally and a semiconductor-driven boost which lifted its affiliate SK hynix's (KRX: 000660) valuation, Palliser Capital's activist campaign was also a key driver of the increase, according to industry officials. In recent weeks, SK Square has seen a further surge in its stock, closing daytime trading at 679,000 won on Thursday, as U.S. hedge fund Third Point pushes the company to enhance its valuation. “Foreign activist funds increasingly share the view that Korean corporates are now willing to engage, something that was not possible in the past,” the official said. “Building on that consensus, more funds are showing interest and asking about companies here.” Palliser Capital has since launched a campaign engaging LG Chem (KRX: 051910), proposing measures that include the introduction of nonbinding shareholder proposals and the appointment of independent directors. LG Chem has agreed to put the proposals forward at its March shareholders' meeting — a development seen as significant in Korea's corporate environment. Though acceptance of the proposals remains uncertain, industry watchers say the mere fact they are formally tabled marks progress. “There is a clear shift in corporate mindset,” said an executive at a U.S. hedge fund that has long engaged with Korean companies. “There is still a long way to go, but even having the conversation itself is meaningful.” “Top Kospi companies have begun canceling sizeable volumes of treasury shares, reflecting both anticipation of tighter rules and a willingness to position ahead of the regulatory curve,” said Christy Tan, senior investment strategist at Franklin Templeton Institute. “We are encouraged by what we are seeing so far.”

Read the article

2/26/2026

Commentary: LSEG's Elliott-Lite Playbook May Just Be Enough

Reuters (02/26/26) Unmack, Neil

"London Stock Exchange Group (LSEG.L) is borrowing from the activist investor playbook, but only to a limited extent. The $57 billion data-to-exchange group on Thursday announced, opens new tab a share buyback alongside new revenue growth and EBITDA margin targets. The moves reinforce the case that artificial intelligence won’t kill the group, and should also go some way to pleasing pushy investor Elliott Management. But LSEG boss David Schwimmer will need to show he can keep reviving the depressed stock," says Neil Unmack, Reuters Breakingviews Associate Editor. "Schwimmer is doubly under pressure. Before Thursday, LSEG's shares had fallen nearly 30% in a year, amid fears that AI groups like Anthropic could replace or undercut financial data companies. And Elliott, known for sometimes hostile activist campaigns, popped up with a shareholding, raising expectations of a large share buyback, cost cuts and asset sales. LSEG is the largest customer of Breakingviews' owner Reuters, which provides news for the Workspace terminal and other products. While Elliott has not publicly articulated its demands, Schwimmer’s moves only go some way to meeting those that have been reported. LSEG's new 3-billion-pound share buyback is twice analysts' expectations, but trails the 5 billion pounds possible target that Elliott might have wanted, as suggested by a Reuters report. And Schwimmer seems opposed to radically changing the LSEG structure, which includes business from clearing, indexes, post-trade services as well as bourses. The case for such radical change, so far, is unclear. Selling down stable and richly valued assets like Tradeweb Markets (TW.O), or taking on more debt to turbocharge buybacks, would leave LSEG with less flexibility. Shareholders may also end up more exposed to the businesses that may be vulnerable to AI disruption. Schwimmer’s best defense, both to market panic and Elliott, is to show that his plan is working. Hence Thursday’s stated ambition to grow revenue at a "mid to high single digit" rate between 2027 and 2029, and to boost the EBITDA margin by 1.5 percentage points. While those targets are broadly consistent with analysts’ expectations, per Visible Alpha data, they should reassure that AI destruction is not on the horizon. LSEG is also providing more data on how AI is boosting its business. That includes giving the number of new customers plugging its data into AI models, or the fact that LSEG has achieved a 51% reduction in data quality issues over four years. Additional disclosure on customer retention rates and new product use may also help. A 6% share price bump on Thursday should buy Schwimmer time from Elliott and other shareholders. LSEG is now worth around 18 times forward earnings, in line with typically more lowly-rated European exchanges Euronext (ENX.PA) and Deutsche Boerse (DB1Gn.DE). Yet it's still at a 28% valuation discount to U.S. peers MSCI (MSCI.N), S&P Global (SPGI.N), and CME (CME.O), which on average trade at 25 times forward earnings. The case for sticking with Schwimmer's activist-lite plan rests on closing that gap."

Read the article

2/26/2026

The Activist vs the Carmaker: How Elliott Forced Toyota Into $35 Billion Showdown

Financial Times (02/26/26) Keohane, David; Dempsey, Harry

A showdown between the world’s most prominent investor and biggest carmaker over a ¥5.4 trillion ($35 billion) take-private deal is hurtling towards a conclusion that could have far-reaching implications for Japanese companies and their global investors. Elliott Management has been locked in a months-long battle with Toyota Motor (NYSE: TM). The U.S. fund founded by Paul Singer, with $80 billion under management, is pressing Akio Toyoda’s group to increase its offer price to take its largest subsidiary private. But Toyoda, who has invested ¥1 billion of his own money into the privatization, and the carmaker have resisted. While Toyota Motor, which has a market capitalization of $380 billion, has raised the price for its subsidiary Toyota Industries (TYO: 6201) by 15%, it has stuck by an offer of ¥18,800 a share, a figure that Elliott contends is still not enough. What happens next — whether Toyota raises its offer price, the deal goes through or it collapses — could force Japanese companies to think harder about price to avoid a public fight and embolden other activists trying to force better offers. As activist activity has exploded in the country, similar battles are playing out at smaller companies. Oasis is in a fight for control of Kusuri no Aoki (TYO: 3549), a drugstore chain dating back to the 19th century. Effissimo Capital Management launched a successful counter-offer after the founding family of car-products company Soft99 (TYO: 4464) attempted a management buyout. “Everyone is looking at this situation and taking notes,” said an investor at a smaller activist fund in Japan. “Elliott might be unique in its size, but we are taking a lot of lessons from what they are doing.” Toyota Motor unveiled its bid to take Toyota Industries, a key parts supplier and forklift maker, private last June. The buyout would unwind one of the group’s biggest crossholdings, an out-of-favor ownership model in which companies own shares in each other and that has been the target of corporate governance reform efforts. The proposal was praised for seeking to undo crossholdings, which can lead to abuses of minority shareholder rights, and for setting the tone for the rest of corporate Japan. But it also attracted criticism from investors and corporate governance experts for its low offer and opaque valuation methods. Critics said Toyoda stood to personally gain from the transaction, while supporters suggested the move was meant to protect Toyota Industries from activist pursuits. In November, Elliott revealed a stake in Toyota Industries that has since grown to more than 7%. Toyota then raised its offer, but it remains below Toyota Industries’ share price of ¥20,240, meaning shareholders can get better returns selling in the market. A deadline of February 12 passed with Toyota failing to secure the two-thirds of shares needed to take the company private. “If one excludes the estimated longtime financial crossholders and the corporate crossholders, only 5-10% of [minority shareholders] actually tendered their shares by the deadline,” said Travis Lundy, an independent special situations analyst. Investors now have until Monday to tender their shares, but with the offer unchanged they have little incentive to do so. Elliott and other activists have made offers for specific stakes at higher levels than the tender. Elliott has said closer to ¥26,000 is a fairer price and criticized the special committee set up by Toyota Industries to evaluate the offer for eventually recommending the deal to shareholders. People familiar with the special committee’s thinking hit back, arguing that any criticism had to take into account where shares were before news of the offer broke last year. They and some investors have argued that the market price might be inflated by expectations that Elliott will launch its own tender for some or part of the company at a higher price, something people close to the fund admit is unlikely. At close to $3 billion as of January according to public filings, the Toyota Industries stake is one of Elliott’s biggest positions, though the figure could be larger as it does not include exposure through derivatives. Gordon Singer, Elliott’s co-managing partner, is directly involved and being briefed multiple times a week, said people close to the firm. In its pursuit, Elliott has gone more public and been more aggressive with Toyota Industries than in previous Japan campaigns. A person close to the fund said it did not intend “to make a big statement” when it waded into the deal, but it had “become a fight that was important for minority shareholder rights." Elliott has released a standalone plan for Toyota Industries that it claims could boost longer-term value to more than ¥40,000 a share and conducted briefings with proxy advisers, which it did not do in previous campaigns against SoftBank Group (TYO: 9984), Toshiba, and Tokyo Gas (TYO: 9531). In a letter to shareholders in January, it said a successful tender at Toyota’s current offer price would “result in a substantial and potentially irreversible setback for Japan’s corporate governance reforms." If Elliott fails to get a price boost or the deal falls apart, the fund could exit or wage a more protracted fight to reshape strategy at Toyota. Investors have long clamored for the group to buy their subsidiaries, but for Toyoda — the group’s powerful chair and a member of the founding family — the take-private is about legacy as much as economics and governance, said people close to the company. “The culture of Toyota Industries is quite important to Toyota Group people. [The deal] won’t particularly strengthen a vertical supply chain [but] Toyota Industries is part of the emperor’s family,” said one of the people. If Toyota fails to get the shares necessary again by Monday, its choices narrow. It can extend again for up to 60 business days from the original deadline without changing the terms of the tender, raise the price or walk away to potentially try again later. Regardless of the outcome, “there is a template being created here” in which boards will want to avoid a public fight, said a senior banker who specializes in defending against activists. Another investment banker said: “The advice I will give to companies with even more emphasis after this is that they need to pay a fair premium at the start or it will be a mess.”

Read the article