Media Center

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

Pressure Grows on Target as Activist Investor Builds Stake
Takaichi, AI, Corporate Reform Pave Way for Japan Stocks in 2026
South Korean Court Rejects Bid to Block Korea Zinc Share Sale Funding US Smelter
Sapporo to Sell Real Estate Business to KKR-PAG Group for $3.1 Billion
Cevian Reshapes Portfolio With Bigger Akzo Bet, New SIG Stake
Cintas makes $5.2B Offer to Acquire Rival UniFirst for Second Time This Year
Eminence Capital Wants Graphic Packaging to Bring Back Mike Doss
BP to Sell Majority Stake in $10 Billion Lubricants Division as Part of ‘Reset Strategy’
Akzo Nobel Welcomes 'Constructive Engagement' After Cevian Doubles Stake
Trian, General Catalyst to Buy Janus Henderson for US$7.4 Billion
Fidelity Pledges Crackdown on Excessive Corporate Pay
Permira, Warburg to Buy Clearwater Analytics for $8.4 Billion
Seven West Media to Delist as Investors Approve Southern Cross Takeover
Opinion: Activist Ananym Capital Urges LKQ to Sell its European Auto Parts Business
Record $350 Billion Deals Boom Fuels Upbeat M&A Outlook in Japan
Squire: Activism Should Be Even Busier in 2026 as Investors Rotate Back to Value
Korean Proxy Fight Threatens to Derail Trump’s Big Zinc Bet
Activist Investor Corvex Calls for Strategic Review at Premier Inn-Owner Whitbread
Elliott Woos Toyota Industries Investors in Buyout Fight
Barrick Mining Officially Resumes Operational Control of Mali Mine, Memo Shows
Toyota Industries Buyout Bid Dips 16% Below Stock Holdings
Activist Fund Pushes SPS Commerce Toward Ownership, Leadership Changes
BP Appoints First Outsider as CEO After Ousting Auchincloss
Activist Irenic Pushing Medical-Device Maker Integer to Pursue Sale
'Final Fantasy' Maker and Activist Investor Seek New Path Forward
Elliott Management Trims Stake in Southwest Airlines, Expresses Confidence in Profitability
Elliott Builds Over $1 Billion Stake in Lululemon
Korea Zinc Shareholders Ask Court to Block Share Sale in $7.4 Billion US Project
New Trump Order Reining in Proxy Advisers Could Weaken Shareholder Rights
AI-assisted Hiring Will Drive Indeed’s Growth, Recruit CEO Says
Shareholder Activism in Asia Drives Global Total to Record High
End of Shareholder Revolt Register ‘Will Help UK Firms Bury Pay Controversies’
Foreign Activist Funds Step Up Pressure on Korean Companies
Opinion: SEC Suspicion of Shareholder Proposals Hurts Corporate Democracy
The Man Flown In to Make Amends for the Deals Scandal of the Year
Opinion: Lululemon Is Feeling the Hedge Fund Burn
Opinion: US Minerals Quest Steps Into Korea Governance Mess
Video: Elliott’s US$1 Billion Stake Sharpens Focus on Lululemon
Shareholder Activism Targeting South Korean Companies Surges 6.6 Times in 5 Years
Video: Phillips 66 CFO Defends Structure Amid Activist Investor Pressure
Opinion: Legendary Gamemaker Seems Trapped in a Final Fantasy
Opinion: Why Trump Is Targeting Proxy Advisers
Private Finance Structures to Drive Bumper Japan M&A into 2026, Goldman Says
Pre-Clinical Trial Giant Eyes Organ-on-a-Chip Companies After Activist Investor Engagement
Fifth Third CEO Downplays HoldCo Lawsuit over Comerica Deal
Commentary: Palliser's Japan Post Play Walks a Tightrope
AVI CEO Joe Bauernfreund on Activism Without Being a Bully
Surging Share Prices in Japan Lead to a Wave of Stock Splits
Donald Trump Drives Historic Shift of Power from Investors to Boardrooms
Another Board Overhaul Caps Off Year of Chaos for Beleaguered Dye & Durham
Private Dialogue Preferred Path for Activists in France
Activist Campaigns More Likely to Engage Female CEOs
Mizuho’s Katz Sees 'Fertile' Conditions Driving Robust M&A Market into 2026
What’s Driving Activism in the UK?
Opinion: The Proxy Process Needs an Overhaul
Commentary: Everyone Calm Down, Hopes the SEC as it Tries a Balancing Act on Proxies
Editorial: The Corporate Proxy Flight from ESG
Opinion; Paul Singer’s Hedge Fund Is Playing for Higher Stakes Now
Japanese Ink Maker Sells Off Monet, Renoir Paintings as Activists Circle
Commentary: Loeb Says Activism Without Proxy Fights Is Like ‘Catholicism Without Hell

12/26/2025

Pressure Grows on Target as Activist Investor Builds Stake

Financial Times (12/26/25) Barnes, Oliver; Meyer, Gregory

US retail chain Target (TGT) is facing pressure from an activist investor after a sales slump that has wiped out nearly a third of its share value this year, according to people familiar with the details. Toms Capital Investment Management (TCIM), a US hedge fund that built a stake in Tylenol maker Kenvue (KVUE) before its $48.7 billion sale to Kimberly-Clark (KMB) last month, has made a significant investment in Target, the people said. The exact size of TCIM’s stake is unknown. Target had a $43.7 billion market capitalization as of Wednesday’s close. The pressure comes after Target in November reported its 12th consecutive quarter of negative or negligible sales growth. Target’s share price is down 64% from its all-time high during the Covid-19 pandemic, when customers flocked to it as a one-stop shop for necessities, clothes and home goods. It has underperformed the wider retail sector. TCIM declined to comment. Founded by alumni of London-based hedge fund GLG Partners in 2017, it has recently built stakes and pushed for strategic changes at Pringles maker Kellanova, US Steel, and Kenvue. Target said in a statement that it maintained a “regular dialogue” with all of its shareholders. “Target’s top priority is getting back to growth, and our strategy to do so is rooted in three strategic priorities: leading with merchandising authority, providing a consistently elevated shopping experience and leveraging technology,” the company said. “We are confident the execution of this plan will drive the business forward and deliver sustained, long-term value for shareholders.” Target’s longtime Chief Executive Brian Cornell plans to step down in February after more than a decade in the top job. He is being replaced by chief operating officer Michael Fiddelke, who after 23 years at the retailer has been tasked with orchestrating a major overhaul. Fiddelke told investors last month that Target would spend $5 billion in 2026, roughly $1 billion more than this year, on improvements such as store renovations, product refreshes and a better digital experience. “We are not satisfied with our current results and are relentless in our pursuit of returning to growth,” he said on November’s investor call. Analysts have highlighted Target’s advantages: 75% of the U.S. population live within 10 miles of its nearly 2,000 stores, second only to Walmart, and it owns 78% of its stores. A recent UBS analyst report noted how Target could monetize its real estate in a similar way to US farm supply retailer Tractor Supply (TSCO). Yet consumers have become more cautious about spending, and Target, which relies more on discretionary goods such as decor, has been hit harder than rivals. Walmart’s share price is close to a record high, giving it a market capitalization of almost $900 billion, while the share price of warehouse club store Costco has more than doubled over the past five years. In October, Target cut 1,000 roles and a further 800 open positions at its headquarters in Minneapolis, Minnesota. The job losses accounted for about 8% of its 22,000 corporate employees. With about half of its merchandise sourced from outside the US — China is its main source of imported products — it has been hit by US President Donald Trump’s sweeping tariffs. While the tariffs have increased the cost of merchandise, Target lowered prices for 3,000 household essentials during the holiday shopping season.

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12/25/2025

Takaichi, AI, Corporate Reform Pave Way for Japan Stocks in 2026

Bloomberg (12/25/25) French, Alice; Ishikawa, Eru

Japan’s stocks are expected to extend gains in 2026, with Prime Minister Sanae Takaichi’s aggressive fiscal plans building on the momentum of the past year. Tokyo’s benchmark Topix index has weathered tariff shocks, two Bank of Japan rate hikes and a change of prime minister to gain about 23% this year, putting it on track for its biggest outperformance versus the S&P 500 since 2022. The rally — which led Japan’s benchmarks to multiple record highs — has laid the foundations for further gains, strategists say. Construction, infrastructure and energy shares are set to shine next year as Takaichi’s government pledges trillions of yen in domestic funding. Robot makers may win out, too, as tech focus shifts toward physical AI. Banks, among this year’s top performers thanks to higher interest rates, are also expected to extend their rally. Japan’s first female prime minister unveiled around ¥18 trillion ($115 billion) in extra stimulus funding in November, fueling investor optimism. Her plan focuses on spending to bolster 17 “strategic industries,” including quantum computing and nuclear fusion. The impact from Takaichi’s growth strategy “has got to be net positive for the economy, especially for the equity market,” said Naoya Oshikubo, chief market economist at Mitsubishi UFJ Trust & Banking Corp. “Semiconductors, infrastructure, construction companies will all see tailwinds.” Takaichi’s utility subsidies and cash handouts should also boost retail stocks by giving consumers more disposable income, said Chris Smith, a portfolio manager at Polar Capital LLP. But Takaichi brings downside risks too, Smith warned. “She needs to be careful, because her aggressive fiscal policy has been a source of pressure on the yen and bond rates,” he said. Japan’s ongoing diplomatic spat with China, which was triggered by Takaichi’s comments on Taiwan, could also weigh on equities if it escalates, Smith added. Japan’s corporate governance code is due for an update in 2026, driving anticipation for juicier shareholder returns. The revisions are likely to target idle cash holdings, an area Takaichi has said she wants to address. “We think the Financial Services Agency and Tokyo Stock Exchange are going to start putting pressure on companies who have over a certain level of cash on their balance sheet,” said Polar Capital’s Smith. If cash-rich companies boost shareholder payouts or invest in growth, Japanese stocks will become more attractive, he said. Some companies may reallocate cash to mergers and acquisitions. That would further fuel Japan’s ongoing deals boom, wrote Morgan Stanley MUFG Securities Co. strategists including Sho Nakazawa in a report. “We hope to see not only a review of balance-sheet management but also an acceleration of initiatives to raise profitability,” including M&A, R&D and wage increases, they wrote. M&A activity this year attracted domestic and global activist investors seeking hidden value. Japan saw 171 activist campaigns in 2025, the most ever, according to Bloomberg Intelligence.

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12/24/2025

South Korean Court Rejects Bid to Block Korea Zinc Share Sale Funding US Smelter

Reuters (12/24/25) Jin, Hyunjoo; Kim, Heejin; Yang, Heekyong

A South Korean court on Wednesday rejected a request by two major shareholders of Korea Zinc (010130) - MBK Partners and YoungPoong (000670) - to block the zinc refiner's plan to issue new shares to help fund a $7.4 billion U.S. smelter. The ruling, which clears the way for the project, sent Korea Zinc shares up as much as 5%, while YoungPoong shares fell as much as 10.5%. Last week, Korea Zinc, the world's biggest refined zinc producer, said it would build a $7.4 billion critical minerals refinery in the state of Tennessee that will be largely funded by the U.S. government and aimed at reducing U.S. reliance on China for materials used in chips, electronics and weapons. Under the plan, Korea Zinc will sell shares worth $1.9 billion to a joint venture controlled by the U.S. government and unnamed U.S.-based strategic investors, which would then control around 10% of the South Korean firm. In a statement, Korea Zinc thanked the court for its decision, adding that it would proceed with its U.S. smelter project and work to enhance corporate and shareholder value. "We will also seek to contribute to the national economy and South Korea’s economic security as a key player in the critical minerals supply chain," it said. Private equity firm MBK Partners and conglomerate YoungPoong, which together hold about 46% of Korea Zinc, said that they were disappointed by the court's decision, reiterating concerns over potential shareholder dilution and the fairness of investment terms. "Despite this outcome, YoungPoong and MBK Partners intend to support the U.S. smelter project so that it may deliver genuine 'win-win' results for the United States, Korea Zinc, and the broader Korean economy," the pair said in a statement. In a regulatory filing, Korea Zinc said the Seoul Central Court determined that the transaction was intended to support a U.S.-led restructuring of the global critical minerals supply chain, deepen cooperation between South Korea and the United States and secure stable global demand. The filing noted that the U.S. government sought to take an equity stake through the joint venture to ensure the project’s success, concluding that direct investment or subsidies alone would not be sufficient. Governance experts say a major beneficiary of the U.S. smelter deal would be Korea Zinc Chairman Yun B. Choi, who since October last year has been locked in a battle for control with MBK and YoungPoong. Issuing shares to a potential ally could tip the balance of power in Choi's favor. Korea Zinc has said the U.S. smelter project aligns Washington’s push to diversify mineral supply chains with the company’s goal of building a growth base by gaining an early foothold in the United States, the world’s largest critical minerals market.

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12/23/2025

Cevian Reshapes Portfolio With Bigger Akzo Bet, New SIG Stake

Bloomberg (12/23/25) Lindeberg, Rafaela

Cevian Capital is doubling its stake in Akzo Nobel NV (AKZA) and taking a new position in Swiss food packaging maker SIG Group AG (SIGN), as it reshapes its portfolio after selling its long-held investment in ABB Ltd. (ABBN). The Cevian Capital II GP fund increased its holding in Akzo to 10.2% from about 5%, according to a filing with the Dutch financial authority AFM. The move makes Cevian the paintmaker’s biggest shareholder as it presses ahead with a sweeping turnaround aimed at cutting costs and restoring competitiveness. It also signals a show of confidence by the investment firm after Akzo announced a deal last month to acquire smaller rival Axalta Coating Systems (AXTA). Separately, SIG Group disclosed Tuesday that Cevian had acquired a 3.1% stake on Dec. 17. Shares in the Swiss food-packaging company rose as much as 7.2% following the disclosure, the biggest intraday gain in more than a month. The stock is still down about 38% this year after a profit warning and a pause in dividend payments. A representative for Cevian declined to comment further on Akzo, but said the firm sees “long-term value potential in SIG.” Cevian is known for taking large, concentrated stakes in European companies where it seeks to drive strategic and operational change. Its holdings have spanned sectors from industrials and consumer goods to financial services. The latest disclosures highlight a portfolio reset at Cevian following its exit from ABB, the Swedish-Swiss automation group where the fund spent a decade pushing through restructurings and spinoffs. Cevian is currently building positions in four listed European companies and may pursue additional exits in the near term to keep its number of core holdings at about a dozen as it flags new ownership stakes, founder Christer Gardell said in an interview with Swedish news agency TT on Tuesday.

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12/23/2025

Cintas makes $5.2B Offer to Acquire Rival UniFirst for Second Time This Year

Boston Business Journal (12/23/25) Aloe, Jess; Watkins, Steve

Ohio corporate uniform provider Cintas (CTAS) is offering $275 per share in cash to acquire the Wilmington-based corporate uniform company UniFirst (UNF). It submitted the proposal to UniFirst’s board Dec. 12 and Cintas made the offer public Dec. 22. The offering price represents a 64% premium to the average trading price for UniFirst’s stock over the 90 days through Dec. 11. The offer is the same amount Cintas proposed on Nov. 8, 2024, when it previously offered to acquire UniFirst for $275 per share. Cintas's renewed push to acquire its rival comes after an investor, Engine Capital, pushed to get its own directors elected to the board at this month's annual meeting. In addition to Engine's Arnaud Ajdler, that included Michael Croatti, the grandson of founder Ardo Croatti and the son of former CEO Ronald Croatti. At the heart of Engine's activist push was the rejection of Cintas's earlier offer. Ajdler argued that there was no way for UniFirst to gain the market value the Cintas sale represented. Engine's bid failed to get its directors elected. But Engine chalked that up to the company's ownership structure. "If all holders had one vote per share, rather than the 10 votes per share enjoyed by holders of the Company’s Class B common stock, both Engine nominees would have received more votes than the Company’s nominees and would have been elected. In other words, a majority of UniFirst’s economic owners supported both Engine nominees," Engine wrote in a regulatory filing. "The Company’s nominees failed to win support from a majority of shares, but were elected anyway, because the Croatti trustees control 71.0% of the Company’s voting rights with just 19.6% of the economic ownership."

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12/21/2025

Fidelity Pledges Crackdown on Excessive Corporate Pay

Financial Times (12/21/25) Dunkley, Emma

Fidelity International has warned UK company chairs against approving excessive pay packets as part of a broader crackdown on corporate governance standards. The asset manager, which oversees more than $1 trillion, has sent a letter to companies in which it invests, calling for “renewed discipline” on executive remuneration and performance, and “stronger” dialogue with boards on how they allocate their capital and make acquisitions. The letter, seen by the Financial Times, said that although boards need the “flexibility” to design competitive pay packets, “over the past year we have become concerned that the pay-for-performance principle is starting to take a back seat relative to other considerations." Fidelity noted that “we continue to believe that the best incentive structures for executive directors will generally provide a strong link to financial performance,” and that there have been examples of companies proposing to “de-risk management incentives following a run of poor performance” and cases of awards based on low hurdles that have not been “stretching." The pay packages of chief executives at the UK’s biggest-listed companies grew faster in the last financial year than those of US rivals. Median pay at FTSE 100 companies increased 11% to $6.5 million, compared with a 7.5% increase for US chief executives, according to data from Institutional Shareholder Services, a proxy adviser. Still, the US median pay figure of $16 million dwarfs that of the UK. The Investment Association (IA) trade body amended its guidelines last year to give greater flexibility to companies to award top executives higher salaries, despite a series of shareholder protests against bumper pay packets. The IA said at the time that it had “simplified” its remuneration guidelines so that companies could set pay policies to “suit their specific needs” while also “being responsive to shareholder expectations." Fidelity’s refreshed governance expectations also follow sweeping changes to UK listing rules that were aimed at making it easier for companies to float and list on the London Stock Exchange (LSE). The changes handed more power to company bosses to make decisions without shareholder votes, such as in relation to significant transactions. The LSE’s chief executive Dame Julia Hoggett said last month that boards had been more “forceful” about rewarding executives as a way to attract top talent. Fidelity said in its letter that the listing changes meant “shareholders of UK companies now face a more challenging environment for managing risk through active stewardship,” noting that the new regime removed or reduced “some of the touchpoints that previously existed between shareholders and boards” on matters such as mergers and acquisitions. The asset manager will also ask boards to “clearly articulate their capital allocation strategies in their public disclosures” and say that it expects them to “have a robust approach to evaluating” deals, and to be “appropriately prepared for potential takeover approaches." On capital raisings, Fidelity said it would “remind boards to remain mindful of potential negative impacts to existing shareholders” from diluting their holdings. Fidelity said it would also “hold boards accountable when they fail to uphold their duty to shareholders or when we believe they are responsible for significant negative outcomes for our clients.”

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12/21/2025

Permira, Warburg to Buy Clearwater Analytics for $8.4 Billion

Reuters (12/21/25) Vinn, Milana

A group of private equity firms led by Permira and Warburg Pincus has clinched a deal to acquire investment and accounting software maker Clearwater Analytics Holdings (CWAN) for about $8.4 billion, including debt, the parties said in a joint statement on Sunday. Starboard Value earlier in December took a nearly 5% stake in Clearwater, betting that it was undervalued amid investor concerns over its integration of recent acquisitions. Permira and Warburg Pincus have agreed to take Clearwater private for $24.55 per share in cash. The deal price offers a premium of 47% on Clearwater's share price of $16.69 on November 10, before news reports of a potential sale. The deal, which was announced on Sunday, includes the participation of several minority investors, including Francisco Partners and Temasek. "Both firms understand our business and the technology industry and have proven track records fostering growth for some of the largest and fastest-growing technology businesses globally," Clearwater CEO Sandeep Sahai said. The deal provides for a "go-shop" period ending January 23, 2026, during which Clearwater may solicit and evaluate alternative acquisition proposals, with a possible 10-day extension for certain bidders. The transaction is expected to be completed in the first half of 2026, after which the investment and accounting software maker will become a privately held company. The company operates a single, multi-tenant cloud platform that aggregates portfolio data and performs complex accounting and analytics in one place. That structure allows for integration of AI-driven tools to generate more precise, on-demand insights into their portfolios, improving reporting and client service. While some investors may view advances in AI as a potential threat to the business, a source familiar with the deal said the opportunity to deepen Clearwater's AI capabilities and expand the value of its platform was a key reason the take-private transaction was attractive. A source familiar with the matter told Reuters last month that Permira and Warburg Pincus had submitted a joint offer to purchase Clearwater, roughly four years after they helped the software maker get listed on the stock market.

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12/20/2025

Opinion: Activist Ananym Capital Urges LKQ to Sell its European Auto Parts Business

CNBC (12/20/25) Squire, Kenneth

Ananym Capital Management is a New York-based investment firm, recently called on LKQ (LKQ) to divest its European operations and refocus on its North American business. Ken Squire, founder and president of 13D Monitor and founder and portfolio manager of the 13D Activist Fund, writes that LKQ is a leading distributor of aftermarket vehicle parts. Its core North America segment (40% of revenue and 55% of earnings before interest, taxes, depreciation and amortization) primarily supplies aftermarket collision parts, such as mirrors and bumpers. The Europe segment (47% of revenue/38% of EBITDA) primarily supplies mechanical and suspension products but contains a wide variety of other replacement and maintenance products. Although the European business is slightly larger by revenue, the North American business has significantly higher margins and a much larger market share compared with its peers. Lastly, the specialty segment (13% of revenue/7% of EBITDA) provides aftermarket parts for the RV market. Originally just a U.S. aftermarket parts business, the company began aggressively pursuing acquisitions in Europe starting in 2011, shifting from a focus on recycled parts consolidation to building and integrating a European footprint. Moreover, these two businesses are not nearly as similar as they sound, in North America they do primarily aftermarket collision parts like mirrors and bumpers and in Europe, it’s primarily mechanical suspension and things under the hood. LKQ is no stranger to shareholder activism. In September 2019, when the stock was trading at $27 per share, ValueAct Capital engaged the company and settled for a board seat for one of its partners. Through this campaign, ValueAct was able to usher in a new wave of operational discipline, where instead of focusing on European M&A, LKQ paused large acquisitions and shifted its focus to growing the company’s free cash flow and executing buybacks at an attractive discount. The results of this campaign speak for themselves, as LKQ’s share price rose to over $60 during ValueAct’s campaign, giving them an 86.39% return on their investment versus 16.15% for the Russell 2000. However, following ValueAct’s exit, LKQ returned to its old ways, shifting their focus back to M&A, and the stock had subsequently declined more than 25% by February 2025, when two new activists entered the stock. In an uninspired campaign and settlement, those activists quickly settled for two board seats for independent directors and the stock has declined by 20% in the eight months since while the Russell 2000 has been up more than 7% during the same time. Now with the stock just slightly higher than it was in 2019 when ValueAct engaged, a third activist has entered to take over where ValueAct had left off, calling on LKQ to divest its European operations and refocus on its North American business. LKQ has always been a company that has benefited from simplification and harmed by complexity – and Ananym’s plan seems to align with this approach: (i) halt major M&A, (i) divest the European business and other non-core assets, and (iii) use the proceeds to fund buybacks and reinvest in organic growth in the core NA segment. Operationally, there are several benefits to Ananym’s plan. While the U.S. functions as a single market with consistent regulations, Europe is a series of nation states each with their own regulatory framework, making integration far more complex. This creates meaningful execution risks, exemplified by the company still needing to integrate more than 20 ERP systems in 18 different countries. Not only would divesting Europe leave the company with a higher margin business with a much larger relative market share, but it would also allow management to devote all their time and resources to North America. The alternative is to continue to focus a disproportionate amount of time on integrating all the European acquisitions across the different European countries all from their headquarters in Chicago and Nashville. The opportunity here is also clear from a valuation perspective. Industrial distribution peers typically trade at mid-teens or higher EBITDA multiples, while LKQ currently trades at 7.3x forward EBITDA. Not only is this a discount to the market, but to its historical levels, as even in its messy conglomerate form, LKQ has still traded on a 10-year historical average of 10x EBITDA. The European business could potentially be sold at an 8 to 9x multiple, but a sale even at the company’s current multiple would be beneficial to unlocking value in the North American business, which could re-rate to its historical multiple of 10x EBITDA. The proceeds from such a sale could enable LKQ to repurchase up to 40% of its outstanding shares, which, when combined with the re-rating of NA, could easily translate to more than 60% upside from the company’s current share price. While strategics with similar models, such as O’Reilly, AutoZone, and Genuine Parts, may find the European business appealing, strategics generally prefer clean businesses and this is far from that. Private equity, on the other hand, feasts on these types of projects, using their operational and restructuring expertise and flexibility of being out of the public eye to unlock these complex assets overtime in a way that is more difficult for public companies to address. In its short history, Ananym has established a reputation for striving to work amicably with management to create value for shareholders, and this situation appears to be no different. The fund has been largely complimentary of LKQ CEO Justin Jude who was named to the position in July 2024 and has his roots in the North American business. Under his short leadership, the company has already taken steps in the right direction — announcing plans to repurchase 14% of outstanding shares and divesting non-core assets such as its self-service salvage business that was sold in August to private equity. It has also signaled that its specialty business is on the market and it’s expected to be sold in the near term. However, Jude seems to be a little more attached to the European business than these other businesses. Persuading him to divest Europe may take a little more time. If we learned anything from the previous activist campaigns at LKQ, this company needs a financially astute shareholder representative, not an independent industry executive. They do not need someone to help them with operations, they need someone to help them financially model, evaluate and potentially execute strategic options and work with the board to arrive at what is best for shareholders. Given Ananym’s reputation as an amicable activist and their constructive relationship with Jude thus far, we think this is a perfect opportunity to put an Ananym representative on the board like Alex Silver who has extensive financial and private equity experience and brings a team of analysts ready to model available opportunities.

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12/19/2025

Korean Proxy Fight Threatens to Derail Trump’s Big Zinc Bet

Bloomberg (12/19/25) Deaux, Joe; Wingrove, Josh

The Trump administration’s investment in a U.S. zinc development has thrust it into the middle of a South Korean proxy fight, an example of how the government’s push for equity stakes in critical industries is facing free-market blowback. The administration announced earlier this week it struck a joint venture with Korea Zinc (010130) to back construction of a $7.4 billion smelter project in Tennessee that would bolster US production of key critical minerals. But the reaction has been mixed, with shares fluctuating as Korea Zinc’s largest shareholders balk at the structure of the deal. The investors — Young Poong Corp. (000670) and MBK Partners Ltd. — filed an injunction this week in a South Korean court to halt a share issuance to fund the new smelter, according to an emailed statement, arguing the move was aimed at evading the proxy battle. The case has the potential to disrupt the administration’s effort to spur domestic production of critical minerals in order to wean the nation off Chinese supplies, a key goal of President Donald Trump’s economic agenda. It also threatens to complicate ties between Seoul and Washington, which were already roiled earlier this year by the president’s tariff push. Critics say the administration’s methods, which include taking direct stakes in critical mineral producers and other firms in sensitive industries, put their goals at risk by inserting the government into business dealings outside of its control. “This does seem to be the first of these deals where there’s a material risk the thing won’t close,” said Peter Harrell, a former Biden administration economic adviser now at the Carnegie Endowment for International Peace. “I do hope that they understood what they were getting into and didn’t just get blindsided by this.” The White House, Commerce Department, and Pentagon did not immediately respond to requests for comment. US officials, speaking on condition of anonymity, expressed cautious optimism that the deal will ultimately proceed and said it would reinvigorate domestic production of key minerals used in defense, aerospace and other sectors. American officials were pitched on the project earlier this year, according to a US official and another person familiar with the matter. The smelter will be built in Tennessee next to an existing facility, which will be used to train staff and be decommissioned when the new one is operational, US officials said. The project would more than double the revenue of Korea Zinc, the officials said, which is one of the largest sources of a mineral that’s ubiquitous in consumer products. The US will get priority for a series of crucial metals, according to the officials. Senator Bill Hagerty, a Tennessee Republican, said at an event in Washington this week that when he recently had a phone call with one of his Wall Street contacts, the person said they were at the Pentagon working with Deputy Defense Secretary Steve Feinberg on the deal structure. “We went through a long discussion about that,” Hagerty said. “We’re bringing Wall Street talent to bear.” The Commerce and Defense departments are involved, with the Pentagon providing debt financing and the government attracting equity investors from the US defense industrial base, the officials said. JPMorgan Chase & Co. is said to be among the investors. The US government is contributing a little over $2 billion, officials said. MBK said in its statement that its legal action does not mean the investor alliance opposes the construction of the smelter altogether. The Trump administration is aware of the proxy fight and potential lawsuits, but isn’t intending to get involved, the U.S. officials said. One official downplayed the dispute as a potential routine corporate dispute. The U.S. doesn’t presuppose the motives, another added. Others raised questions about whether the US overlooked the investor fight in its efforts to move quickly. “You win some, you lose some,” in dealmaking, Harrell said. “But that’s not how the US government usually works. It is very risk-averse and tries not to put itself into a messy situation.”

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12/18/2025

Activist Investor Corvex Calls for Strategic Review at Premier Inn-Owner Whitbread

Reuters (12/18/25) Kalia, Yamini; Job, Raechel

Corvex Management urged Premier Inn owner Whitbread (WTBDY) to review its strategy and 3.5-billion-pound ($4.68 billion) capital plan on Thursday, citing a gap in valuation after recent UK budget changes saddled it with more costs. The hedge fund, founded by Keith Meister, a former protege of Carl Icahn, disclosed a 6% stake in Whitbread and said it would seek board seats to push Britain's largest hotel operator to evaluate a "full range of options" with independent advisors. Whitbread shares rose 5.5% to 2,579 pence by 1110 GMT. They have fallen about 12% so far this year, valuing it at about 4.15 billion pounds. "Whitbread has a clear strategy and business model," Whitbread said in an emailed statement to Reuters. U.S.-based Corvex is now Whitbread's second-largest shareholder, just behind private equity giant BlackRock (BLK), according to LSEG data. "We believe the company must evaluate all available strategic options with the objective of maximizing value for all shareholders," it said, pointing out that Whitbread's investment size was now approaching its market capitalization. The fund also said Whitbread's current share price appeared to assign no value to several components of the business, including its UK leasehold portfolio, German hotel assets and properties under construction. "Our five-year plan is designed to deliver strong returns for shareholders through growth in both the UK and Germany," Whitbread said in response. The group, which has over 840 hotel sites in the UK, warned last month that new budget measures would add 40 million to 50 million pounds in costs next fiscal year, dealing what one Bernstein analyst called a "hammer blow" to its plan to boost margins and profits. Whitbread had said it would explore options to offset the hit from the budget, in which taxes on high-value commercial properties were raised. The hospitality industry was already under pressure due to labour shortages and higher costs in the wake of the pandemic.

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12/18/2025

Elliott Woos Toyota Industries Investors in Buyout Fight

Bloomberg (12/18/25) Du, Lisa; Tsutsumi, Kentaro

Elliott Investment Management has been approaching asset managers and other institutional investors in Japan to build support for its campaign and push Toyota (TM) group to sweeten its ¥4.7 trillion ($30 billion) bid to take a key affiliate private, according to people familiar with the matter. Billionaire Paul Singer’s activist fund, which has quickly built a 5% stake in Toyota Industries Corp. (TYIDY), has been meeting with passive investors and other domestic shareholders, and telling them the proposal doesn’t reflect the company’s true value, said the people, who asked not be identified as they were not authorized to speak publicly. The meetings came ahead of a tender offer period set to begin as soon as February. Toyota Fudosan Co., an unlisted real estate company led by Akio Toyoda, the chairman of group flagship Toyota Motor Corp., is leading the offer to take Toyota Industries private. These maneuvers set up a rare, high-profile clash between one of Wall Street’s most prominent activist funds and Japan’s corporate establishment. Elliott’s involvement in what could be one of the world’s biggest buyouts has raised questions about whether the deal will be able to go through as planned. The bid for the company, a maker of looms and forklifts that fathered Toyota Motor, was announced in June but has drawn criticism from investors who say the ¥4.7 trillion price undervalues the company. Elliott, which has signaled it could raise its stake in Toyota Industries to above 20%, declined to comment, as did Toyota Motor. Toyota Industries said it maintains constructive discussions with all its shareholders but declined to comment on the actions of any specific ones. Toyota Fudosan wasn’t immediately reachable. The ¥16,300-a-share buyout offer requires about 20% of Toyota Industries shares to be tendered by minority shareholders to go ahead. The stock rose 0.7% in Tokyo before paring gains. Toyota Industries’ stock price has traded above the offer price since late August, and exceeded it by more than ¥1,500 a share recently, signaling investors are anticipating the offer to be raised. The stock price rising above the Toyota Fudosan bid also lowers the incentive for minority shareholders to tender their shares as they could get more money in the open market. Elliott’s not alone in voicing concerns about the deal. More than two dozen investors, including a handful based in Japan, sent a letter in August to the boards of Toyota Industries and Toyota Motor that said the deal lacked transparency and hurt minority shareholders. “It is difficult to ignore the number of shareholders asking these questions, and they are drawn from several different corners of the investment community,” according to a ISS Stoxx GmbH Dec. 9 note. “Still, to challenge the Toyota group is to challenge the establishment.” Elliott’s chances of extracting concessions from one of Japan’s most powerful companies are better than most. It has just succeeded in a management change at BP Plc (BP), and is challenging companies ranging from PepsiCo Inc. (PEP) to Barrick Mining Corp. (B) and Rexford Industrial Realty Inc. (REXR). The firm has also built a stake of more than $1 billion in Lululemon Athletica Inc. (LULU), according to a person familiar with the matter. Toyota Industries was founded by Toyoda’s great-grandfather Sakichi, whose son Kiichiro went on to create Toyota Motor, which makes up the core of Japan’s biggest business group and is the world’s largest automaker. Akio led Toyota as chief executive officer for 14 years until 2023, when he became chairman. Supporters of the tender offer have defended it by saying it represents a premium to the stock price prior to news of the buyout becoming public in late April, when the shares traded at around ¥10,765. Toyota Motor's chief executive officer, Koji Sato, said in late October that Toyota Fudosan had no plans to sweeten its existing offer. Elliott is focused on Toyota Industries’ stakes in other companies, people familiar with the matter have said, which are rising in value. It’s common in Japan for publicly traded companies to hold stakes in each other, partly to cement business ties. The market value of Toyota Industries’ largest 10 cross-shareholdings has gone up nearly 30% since the take-private offer was announced.

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12/18/2025

Barrick Mining Officially Resumes Operational Control of Mali Mine, Memo Shows

Reuters (12/18/25) Crowe, Portia; Rajagopal, Divya

Canada's Barrick Mining (B), which has Elliott Capital as one of the shareholders, has officially resumed operational control of its Mali gold mine, according to a company memo seen by Reuters. Barrick will resume production gradually and will focus on mandatory training for employees and contractors, according to the memo sent by Sebastiaan Bock, Director of Operations for Africa and the Middle East. The two sides reached an agreement last month to resolve their dispute over Barrick's operations in the West African country after two years of negotiations. The disagreement over the implementation of a new mining code introduced by the military-led government led to Barrick suspending operations at its gold mining complex in January, and a Malian court-appointed provisional administrator taking control in June. Barrick agreed to a settlement worth $430 million, a source said. Last week a Malian judge ordered the return of possession of Barrick's three metric tons of gold seized by the country's military government nearly a year ago to the company, according to two people familiar with the matter. The gold, worth about $400 million, was seized by a military helicopter in January following a confiscation order from a Malian judge. It has remained at the BMS bank in Mali's capital, Bamako, since then, according to both sources. Barrick announced plans to focus on its North American operations, including an IPO for this business under its interim CEO, Mark Hill.

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12/18/2025

Toyota Industries Buyout Bid Dips 16% Below Stock Holdings

Bloomberg (12/18/25) Takahashi, Nicholas

Toyota Group’s proposed ¥4.7 trillion ($30 billion) offer to privatize a forklift maker has prompted one of the world’s most tenacious investment funds to call it a lowball offer. A closer look at the company’s shareholdings helps explain why. The buyout company, Toyota Industries Corp. (TYIDY), owns shares valued at ¥5.6 trillion, just shy of the company’s own market value, according to data compiled by Bloomberg. That makes the June buyout offer nearly ¥1 trillion, or 16%, below the value of those shareholdings. Toyota Industries was founded nearly a century ago as a loom maker by the great-grandfather of Toyota Motor Corp.’s (TM) current chairman, who heads the real estate firm leading the buyout. Besides the historical significance of Toyota Industries, the bulk of its holdings are those of other group firms, making Toyota Industries a strategic company. What’s more, Toyota Industries had ¥506 billion in cash, equivalents and short-term investments at the end of September, according to data compiled by Bloomberg. The gap between the take-private proposal and the value of Toyota Industries’ holdings has become a major sticking point for Elliott Investment Management, which has built a 5% stake in the company, and is said to have been talking to Japanese funds to gain support for its campaign against the buyout offer. The offer price “is a matter of discussion and agreement between Toyota Fudosan and Toyota Industries Corporation,” a Toyota Motor spokesperson told Bloomberg. Toyota Industries said it maintains constructive discussions with all its shareholders but declined to comment on the actions of any specific investor. A Toyota Fudosan spokesperson said the company is aware of the situation and is watching share movements carefully. It’s common in Japan for publicly traded companies to hold stakes in each other, partly to cement business ties. The market value of Toyota Industries’ largest 10 cross-shareholdings has gone up more than 20% since the take-private offer was announced. A group led by Toyoda announced plans in June to privatize Toyota Industries, once a maker of textile looms that gave birth to what is now the world’s biggest carmaker. The proposal included a tender offer of ¥16,300 for each share of Toyota Industries, or an 11% discount to the company’s closing price on the day it was announced. Toyota Industries shares closed trading on Thursday at ¥17,725, up 38% for the year. A group of investors, in a letter submitted in August to the boards of Toyota Motor and Toyota Industries, called for more transparency in how the group arrived at that valuation. “Central to our concerns is the lack of full valuation disclosure,” the group said, citing numerous issues including limited price negotiations, no exclusion of conflicted parties in the minority vote and an opaque valuation methodology with no disclosures around financial projections, among others. A special-purpose company will be created to private Toyota Industries, which in turn will mostly be owned by Toyota Fudosan Co., an unlisted real estate firm chaired by Toyoda. The founding family’s scion will also personally invest ¥1 billion in the new entity. The takeover bid had been scheduled to start in December, but it was postponed until at least February after the approval process was delayed by antitrust regulators in various countries.

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12/17/2025

Activist Fund Pushes SPS Commerce Toward Ownership, Leadership Changes

Minnesota Star Tribune (12/17/25) Kennedy, Patrick

An investment fund has purchased shares in Minneapolis-based SPS Commerce (SPSC) and is pushing for changes, including a potential sale of the company or change in leadership. SPS Commerce, which provides systems that help retailers and companies that sell to them manage supply chains, has been one of the most consistent financial performers among Minnesota-based technology stocks. Recently, though, its shares have sunk and Anson Funds Management has noticed. The Toronto-based firm would not confirm how many SPS shares it owns. But a source familiar with Anson said the firm had a “notable position.” The manager of Anson’s activism strategy, Sagar Gupta, talked about its stake in SPS Commerce at the Bloomberg Activism Forum 2025 on Dec. 9. Anson, which has more than $2.3 billion in assets, focuses on small and midcap companies. In his presentation, Gupta said the firm is concerned about SPS' underperformance under CEO Chad Collins, who took the helm from longtime chief executive Archie Black two years ago. Collins led several acquisitions, including the two biggest in the company's history: software publisher SupplyPike Inc. in August 2024 and Toronto-based Carbon6 Technologies in December 2024. Both deals were valued between $205 million and $210 million. Anson wants SPS to stop its mergers-and-acquisitions activity, perform an operational review driven by outside consultants and potentially make a change in leadership or ownership of the company. “Following a series of earnings expectations misses, guidance cuts, poor M&A performance and an underwhelming Investor Day, the investment community appears to have lost confidence in management,” Anson noted in its presentation. SPS said in a statement that its board of directors and management are committed to the best interests of the company and shareholders. “We regularly engage with our investors and thoughtfully evaluate all input that advances our goal of creating sustainable long-term value,” the statement said. The company has continued to grow. For nearly 25 years, or 99 consecutive quarters, SPS has increased revenue. However, revenue growth in the third quarter was 16%, the slowest rate in the last 12 quarters. It missed analysts' third-quarter expectations for revenue and the company lowered revenue guidance for the rest of the year. For the 2024 fiscal year, revenue grew 19% to $637.8 million. The company said this year's growth is expected to be closer to 18%. Earnings — which increased nearly 70% since 2020 — are expected to grow more than 13%, the company said. But even though revenue and earnings have increased, SPS shares are down 52% this year. After both the second and third quarter results, they dipped 20%. Anson also pointed out that SPS has not been able to meet its long-term profit margin ratio of 35%. Analysts have recently downgraded SPS over its growth prospects and a macroeconomic environment where retailers are tightening their spending amid tariff pressures. On Oct. 30, Cantor analyst Matthew VanVliet downgraded SPS from overweight to neutral. On Oct. 31, Craig-Hallum analyst Jeff Van Rhee downgraded his 12-month price target on SPS Commerce to $125 a share. And on Nov. 11, Morgan Stanley (MS) equity analyst Chris Quintero downgraded SPS from overweight (buy) to equal-weight (hold). Mark Schappel, a managing director and analyst at Loop Capital, noted in a research note that one contributor to the third quarter revenue miss was a recently acquired business that fell short of expectations. After Anson's Dec. 9 presentation, Schappel issued another note saying that taking SPS private “could make sense.” “We think many investors would likely welcome such a transaction amid the challenges of slowing growth, execution lapses, the hurdles of evolving into a multi-product company, and the need to enter a potential investment cycle to regain momentum,” he wrote. Anson noted in its presentation that a prior activist campaign by investors Legion Partners and Ancora Advisors in 2018 led to two new directors being named to the board of directors and helped drive increased financial and share performance at SPS Commerce.

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12/17/2025

BP Appoints First Outsider as CEO After Ousting Auchincloss

Bloomberg (12/17/25) Wright, Keira; Liao, Ruth; Ferman, Mitchell

BP Plc (BP) appointed Meg O’Neill as chief executive officer, replacing Murray Auchincloss after just two years in the job as the oil giant struggles to revive its fortunes following a botched pivot toward renewables. O’Neill, who becomes Big Oil’s first female leader and BP’s first external CEO hire, moves from Australia’s Woodside Energy Group Ltd. (WDS), where she spent four years in the top job with a clear focus on fossil fuels. She previously spent more than two decades at Exxon Mobil Corp. (XOM). The shakeup comes as BP lags behind rivals due to a combination of corporate disasters, war, lackluster returns from its renewables efforts and some bad luck. That led to pressure from investor Elliott Investment Management, and a turnaround effort focused on oil and gas that has struggled to impress shareholders. The latest in a slew of leadership changes over recent years saw the oil giant name Albert Manifold as chairman in July after pressure from Elliott. “When we met him recently it was very clear he would act to drive change through the business and, in particular, get BP back focused on what it does best, which is primarily upstream oil and gas production,” said Iain Pyle, Senior Investment Director at Aberdeen Investments, a BP shareholder. O’Neill, Pyle added, “comes with the appropriate background to deliver this.” Elliott built up a stake of just over 5% in BP and has engaged in a campaign to return the company to its core oil and gas focus — demanding changes including substantial cost cuts, asset sales and an exit from renewables. Manifold has been privately engaging Elliott the past couple months, people familiar with the matter said. The investor welcomes the new, external leadership which shows that the company is taking the turnaround plan seriously and with urgency, people close to Elliott said. O’Neill starts in April, and Carol Howle — BP’s head of trading — will serve as interim CEO until then, the company said in a statement. Woodside under O’Neill focused on growing its core gas assets, brokering a takeover of a proposed US liquefied natural gas plant in Louisiana, and winning approval to keep Australia’s oldest and biggest gas-export facility operating through 2070. “She’s got a very hands-on track record in engineering and operations, which suggests a back-to-basics approach for BP,” said Neil Beveridge, managing director of research at Bernstein. “With Meg coming on board, the direction will clearly be oil and gas and LNG.” BP shares rose slightly, up 0.5% to 428 pence at 10:09 a.m. in London, in line with European rival Shell Plc (SHEL) as Brent crude futures also edged higher. Auchincloss took over as CEO in January 2024, replacing Bernard Looney, who abruptly resigned after failing to disclose past relationships with colleagues. While Auchincloss reset BP’s strategy in February of this year — announcing divestments to reduce debt and strengthen the balance sheet — the London-listed firm has so far announced only minor asset sales, and the reaction from investors has been lukewarm. In the weeks and months following that reset, BP was the subject of takeover speculation. Shell was working with advisers to study the merits of acquiring BP, Bloomberg reported in May. In June, Shell said it had no intention of making an offer, refuting a Wall Street Journal report that two of Europe’s biggest companies were in active merger talks. “Although the announcement was surprising in terms of timing and immediacy, we expect that the change will ultimately be positive” for BP’s stock price, Piper Sandler analysts including Ryan Todd said in a note. “There has been pressure for a more aggressive, ‘everything is on the table’ approach, and a fresh look at everything from strategy to portfolio to culture, that would benefit from an outsider.” Woodside shares closed down 2.7% in Sydney on Thursday, at the lowest level since October. Liz Westcott will take over as acting CEO of Woodside, the Australian producer said in a separate statement.

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12/17/2025

Activist Irenic Pushing Medical-Device Maker Integer to Pursue Sale

Wall Street Journal (12/17/25) Thomas, Lauren

Investor Irenic Capital Management has built a stake of more than 3% in Integer Holdings (ITGR) and is urging the medical-device outsourcing company to refresh its board and consider a sale, according to people familiar with the matter. Now one of Integer’s biggest shareholders, Irenic delivered a letter privately to Integer’s board earlier this week detailing its requests, the people said. Irenic believes Integer shares trade at a discount in part because it doesn’t have any pure-play publicly traded peers and is therefore not well understood or covered by Wall Street analysts, the people said. It thinks Integer could be more attractive as a private company because it is unable to disclose customer or product-level information publicly—owing to confidentiality requirements—making it harder for investors to underwrite its pipeline, the people added. Integer works with other medical-device companies to design, develop, and manufacture critical components. The company serves the cardiac rhythm management, neuromodulation, and cardio and vascular markets. With its shares having fallen roughly 44% so far this year through Tuesday, Integer has a market value of about $2.6 billion. In October, the company issued a downbeat outlook for this year, citing a hit from a slowdown in customers’ adapting its new products. Irenic has told the company’s board it believes there would be takeover interest from a number of buyers—including private-equity firms—at a substantial premium to the current share price, the people familiar with the matter said. The medical-device contract development and manufacturing sector has been a hotbed for deal activity in recent years—with companies fetching higher multiples to their earnings and revenue in those transactions than Integer’s current implied multiple. Earlier this month, med-tech provider Teleflex (TFX) announced the sale of its acute care, interventional urology and original equipment manufacturer, or OEM, businesses to two different buyers for more than $2 billion. Last year, med-device provider Surmodics (SRDX) agreed to be sold to the private-equity firm GTCR for a little over $600 million. Other corporate buyers that have been active in the sector include Nordson (NDSN), Tecan Group (TCHBF), and AMETEK (AME). Irenic, run by Andy Dodge and Adam Katz, has a history of building positions in companies before investing alongside other private-equity firms in deals to take them private. Earlier this year, it invested alongside Apollo in its acquisition of the aerospace and industrial company Barnes Group (B), as well as Haveli Investments in its acquisition of enterprise database firm Couchbase.

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12/17/2025

'Final Fantasy' Maker and Activist Investor Seek New Path Forward

Bloomberg (12/17/25) Mochizuki, Takashi

3D Investment Partners has been nudging shares of Square Enix Holdings Co. (9684) both lower and higher over the past week. First, the Singapore-based outfit incited investor frustration for not being radical enough in suggesting reforms to revive the struggling games maker. Then, it reignited hopes that such proposals may be imminent. The activist group last week published a detailed 112-page letter criticizing Square Enix President Takashi Kiryu and urging fellow shareholders to support its campaign for change. It wasn’t well received, as Square Enix shares fell more than 9% over the course of the week. The stock recouped some of those losses this week after 3D disclosed it had increased its stake and suggested it would submit “important” proposals to management. 3D’s involvement first became public in April, prompting hopeful speculation about its intentions. The fund has a track record of pressuring companies such as Sapporo Holdings Ltd. to take aggressive steps to boost shareholder value. Its stake-building also followed news that Square Enix Honorary Chairman Yasuhiro Fukushima sold his Tokyo mansion, raising questions about whether he — the founder and largest shareholder with just under 20% — might eventually divest his holdings. “There was a lot of hope baked into the stock,” Bernstein analyst Robin Zhu said. And that’s why the initial set of ideas from 3D for Square Enix seemed to be greeted as something of a letdown. So far, 3D’s public actions toward the Final Fantasy maker have been limited to accumulating shares and authoring a letter that largely reiterates long-acknowledged challenges. The fund has not yet offered particularly bold actions such as major asset sales. “When 3D first came in, investors hoped they might push for asset sales or some hidden way to unlock value — even a full sale of Square Enix with a takeover premium,” said UBS Securities analyst Yijia Zhai. “But their proposal does not seem to be able to surprise investors. With no additional value in sight, event-driven investors are now pulling back.” As the 3D letter notes, Square Enix has struggled for years to deliver blockbuster hits — a problem blamed on poor management of the development pipeline, overreliance on Sony Group Corp.’s PlayStation at a time when Nintendo Co.’s Switch platforms have boomed, and an excess of low-quality releases that alienated fans. A high cost structure to game production also weighed on profitability. But these issues largely accumulated under former President Yosuke Matsuda, not Kiryu. Since taking the helm in 2023, Kiryu has led sweeping restructuring efforts: canceling unprofitable mobile titles, streamlining development processes, revamping internal teams and shuttering overseas studios. Under its three-year plan through March 2027, Square Enix is focused on downsizing, with major big-budget titles expected in the following period. Soichiro Fukuda, senior analyst at Tokai Tokyo Intelligence Laboratory, said the company is moving in the right direction. “The company is already doing quite a lot itself,” he said. “It’s just a case of waiting now.” A key risk is that Square Enix has acknowledged these reforms will take time — and in that period, its prominence could fade as an onslaught of competition hits game stores each day and competes for finite attention. Developers globally say it’s increasingly difficult for new games to stand out, as players remain committed to a limited set of long-running live-service titles. Square Enix doesn’t have a good answer for how it’ll maintain its brand recognition without commanding such a title. The company’s flagship role-playing game franchises, Final Fantasy and Dragon Quest, remain iconic. But recent entries have leaned heavily on remakes, and their core fans are aging. Serkan Toto, chief executive officer of a game industry consultancy, said both game brands may be past their peak. “Large parts of the gamer population in Japan and elsewhere simply have lost interest in Dragon Quest and Final Fantasy over time,” Toto said. “Both lost a lot of their thunder in the last 10 to 15 years, and Square Enix seems out of touch with the mass market that is now jumping on Chinese-made RPGs instead.” As UBS’s Zhai says, the real test will be whether Square Enix can develop fresh, big-budget franchises capable of supporting the business for years to come. Debating that now may be premature, but 3D’s intervention is bringing the issue to the fore. Kiryu can still count on fan loyalty built up over decades and a measure of patience from investors who’ve waited on the sidelines for years. The challenge now is to deliver — while that goodwill remains.

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12/17/2025

Elliott Management Trims Stake in Southwest Airlines, Expresses Confidence in Profitability

Seeking Alpha (12/17/25) Thielen, Amy

Elliott Investment Management has trimmed its stake in Southwest Airlines (LUV) to 51,128,500 shares, representing a 9.9% stake, below the 10% threshold necessary to call for a special shareholder meeting. In a filing with the U.S. Securities and Exchange Commission, Elliott Investment Management said that while it reduced its holdings in Southwest Airlines, it plans to remain a “significant shareholder based on its confidence that [Southwest’s] execution of ongoing strategic initiatives will translate into greater profitability, accretive capital-allocation opportunities and shareholder value creation.” Elliott began accumulating a stake in the carrier last year in an effort to force changes that would restore shareholder value by reshuffling its board of directors and replace CEO Bob Jordan. The investment fund requested a special shareholder meeting last December in what appeared to be the first salvo in a proxy fight with the airline. To placate Elliott, Southwest made operational changes, refreshed its board with six new directors, increased the amount Elliott can acquire to 19.9% from 14.9%, and announced the accelerated retirement of Executive Chairman Gary Kelly. In return, Bob Jordan would remain as CEO and Elliott would abandon any efforts to initiate a proxy fight. After a year of cost-cutting and conducting what the carrier considered its “most significant transformation in the airlines' history,” Southwest reported better-than-expected results for the third quarter and set upbeat guidance for the current quarter. Accordingly, Southwest shares have gained 30% since October and recently enjoyed an eleven-day winning streak, culminating in a 3 ½ year high for the stock.

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12/17/2025

Elliott Builds Over $1 Billion Stake in Lululemon

Wall Street Journal (12/17/25) Thomas, Lauren

Activist Elliott Investment Management has built a stake of over $1 billion in Lululemon Athletica (LULU) and is bringing a potential CEO candidate to the struggling athletic apparel retailer it wants to help turn around, according to people familiar with the matter. The stake makes Elliott among the biggest investors in Lululemon, which has a market value of around $25 billion. It is a tumultuous time for Lululemon, which announced last week that Chief Executive Officer Calvin McDonald will step down in January and that the business faces pressure to reverse many missteps from quality issues to “losing its cool.” Elliott has been working closely with veteran retail executive Jane Nielsen, a former chief financial officer and chief operating officer at Ralph Lauren (RL), who they see as a potential Lululemon CEO candidate, the people familiar with the matter said. The activists' arrival, and CEO candidate, comes as Lululemon founder Chip Wilson had already been agitating for change and weighing in on the CEO search. Before McDonald's departure was announced, Wilson had been attacking Lululemon publicly for killing innovation and losing what made the brand “cool” in the first place. McDonald, who had served as an executive at beauty chain Sephora (LVMUY), took the helm of Lululemon in 2018 and steered the business through the pandemic, tripling its annual sales during his tenure to $10.6 billion. He is expected to give up his board seat but remain a senior adviser through March to facilitate a smooth transition. The Vancouver-based retailer revolutionized athletic apparel with leggings that were so functional and flattering that people wore them to not only yoga class but brunch, the supermarket, and just about everywhere else. A crop of newer athletic apparel competitors including Vuori and Alo Yoga have eaten into market share, but Lululemon has made missteps on its own, analysts and customers say. Recent decisions, including deals to sell apparel embellished with Mickey Mouse or NFL logos, have raised eyebrows. Lululemon has also leaned more heavily into discounting products, weighing on profits and the brand's image. Merchandise piled up in stores, leaving them cluttered. Lululemon shares have collapsed more than 60% from their peak, leaving the company trading at multiples below other retailers, including American Eagle Outfitters (AEO) and Victoria's Secret (VSCO), according to analysts. In Nielsen, Elliott sees a retail pro that can help revitalize the Lululemon brand, the people familiar with the matter said. Elliott and Nielsen have been working together on evaluating this opportunity for months, the people added. “Lululemon is one of the most powerful brands in retail, defined by exceptional products, deeply engaged communities and significant global potential,” Nielsen said in a statement to The Wall Street Journal. “I would welcome the chance to discuss this opportunity with the Lululemon board.” Before joining Ralph Lauren in 2016, Nielsen was the finance chief at handbag maker Coach. During her tenure there, Coach (TPR) closed underperforming stores and got inventory under control, helping the namesake brand post its first quarterly sales increase in North America in almost three years. During her time at Ralph Lauren, shares more than doubled and profit margins swelled as the apparel maker cut back on discounting—following a similar playbook from Nielsen's Coach days. Nielsen left Ralph Lauren at the end of March. Wilson, the Lululemon founder, has said the Lululemon board needs to find a new CEO with urgency, adding he was “deeply concerned about what appears to be a tremendous failure by the board to competently plan for the future and manage an effective succession process.” Lululemon board chair Marti Morfitt has said the company has a “strong foundation in place” to pick a new leader. Elliott is the biggest investor, with over $76 billion in assets under management. The firm has made a number of other recent investments in the consumer sector, including at PepsiCo (PEP) and Starbucks (SBUX). Earlier this month, Pepsi struck an agreement with Elliott committing to cut costs and lower prices.

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12/16/2025

Korea Zinc Shareholders Ask Court to Block Share Sale in $7.4 Billion US Project

Reuters (12/16/25) Kim, Heejin; Jin, Hyunjoo

Two major Korea Zinc (000670) shareholders asked a court on Tuesday to block the company's plan to sell new shares - part of a scheme to help fund a $7.4 billion U.S. smelter which would be built in partnership with the U.S. government. The filing for an injunction with the Seoul Central District Court threw doubt over the project and sent shares in the world's largest zinc smelting company plummeting 14%. A day earlier, Korea Zinc unveiled a plan to build a U.S.-based refinery for zinc and other critical minerals - an effort that would help the United States cut reliance on China for key materials used in manufacturing electronics and weapons. The shareholders, Young Poong (010130) and private equity firm MBK Partners, said on Tuesday they were not opposed to the construction of a U.S. smelter per se. But they object to the proposed issuance of new shares worth $1.9 billion to a joint venture backed by the U.S. government and unnamed U.S.-based strategic investors that would give the investors 10% of Korea Zinc. That, in turn, would dilute their holdings and help Korea Zinc's chairman cement control of the firm. The legal action deepens a bitter feud between the founding families of Young Poong over control of Korea Zinc. Young Poong owns roughly 37% of Korea Zinc and MBK has about 9%, while the company's Chairman Yun B. Choi and his backers have a smaller 32%. But the two allies only have 4 board members on the 15-member board between them compared to the 11 backing Choi. Young Poong and MBK, which have been trying to wrest control of the company from current management, argue that the share issue plan severely infringes on shareholder rights and undermines governance standards. The company did not provide sufficient time and information to its board members before a meeting on Monday that approved the plan, they added. "Governance risks were always there and now the situation is worsening," said Kim Yong-jin, a management professor at Sogang University. Korea Zinc said in a statement that it gave board members sufficient time and documents to review the plan, and that the project was in accordance with laws and regulations. The refinery is needed "to establish a critical minerals supply chain in line with U.S. government policy and to strengthen global competitiveness," it said. The partnership with the U.S. government helps current management justify their case for maintaining control, as they can argue the plan supports the U.S.-South Korea alliance and broader economic security, analysts at Seoul-based Shinhan Securities said in a client note on Tuesday. U.S. Commerce Secretary Howard Lutnick on Monday hailed Korea Zinc's plan as a "big win for America," saying the essential minerals will power key technologies such as defense systems, semiconductors, artificial intelligence and data centers.

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12/16/2025

New Trump Order Reining in Proxy Advisers Could Weaken Shareholder Rights

Reuters (12/16/25) Kerber, Ross

A new White House order aiming to rein in proxy advisory firms marks a major step in a broader Republican effort to weaken the role of investors and put more power in the hands of CEOs, corporate governance analysts and attorneys said. U.S. President Donald Trump told the U.S. Securities and Exchange Commission (SEC) and other agencies last week to increase oversight of proxy advisers Institutional Shareholder Services and Glass, Lewis & Co, which help mutual fund companies and other big institutional investors decide how to vote at corporate elections. Their clients hold significant positions in some of the biggest Fortune 500 companies in the world, making their advice influential. Trump's order said the proxy firms often use their power "to advance and prioritize radical politically-motivated agendas," including supporting environmental and social issues at the expense of shareholder returns. The directive goes to the heart of a debate that has split U.S. and European shareholders: how much should issues like climate change or workforce diversity factor into investment decisions. "This is about a lot more than fiduciary responsibility. This is geopolitical warfare through financial markets," said Sarah Wilson, CEO of British proxy adviser Minerva Analytics. She said Minerva's clients, largely based in the European Union and United Kingdom, want to keep their Russell 3000 holdings but worry Trump's order and similar actions by Republican-led states could interfere with their investment process. "Our clients aren't rabid socialists at the gates, they want good returns over time that are well risk-adjusted," Wilson said. Trump's order, among other things, directs the SEC to consider "revising or rescinding all rules" related to shareholder proposals, worrying investor activists one of their key tools to pressure companies could be taken away. Shareholders often exercise their opinions by backing proxy measures calling for things like limits on CEO pay or on voting for board directors, seen as increasing accountability. If the agencies follow through with Trump's order, it could serve to reduce shareholder power by making it harder for investors to pressure companies through proxy campaigns. Sanford Lewis, an attorney who represents shareholder activists, said the order is based on the premise that issues like diversity or the environment don't relate to financial performance, even though many investors and proxy advisers do think strong ESG policies improve a company's long-term value. The White House, Lewis said, is "trying to push their view onto investors." U.S. business trade groups meanwhile praised the order, saying it would take politics out of business decisions and protect returns. Charles Crain, managing vice president of policy for the National Association of Manufacturers, said Trump's planned efforts will guard against the firms' outsized influence and address issues including what he called "investment advisers' over-reliance on these under-regulated entities." Michael Littenberg, an attorney for Ropes & Gray, said the order should be seen as part of a broader debate over how to balance robust markets and investor protections. “We are in the midst of what is likely to be a once-in-a-generation governance recalibration," he said. A White House official, speaking on condition of anonymity, said the order is meant to strengthen investors' focus on maximizing returns. "The only thing this executive order interferes with is the monopolistic practices of foreign-owned proxy advisors that seek to advance radical politically-motivated agendas," the official said. Germany's Deutsche Boerse bought most of top proxy adviser Institutional Shareholder Services in 2020. Glass Lewis is owned by Canadian private equity firm Peloton Capital and its chairman Stephen Smith. Since taking office earlier this year, Trump and his appointees have moved to diminish shareholder influence on several fronts, including giving boards more control of annual meeting ballots and putting new filing requirements on big index fund managers BlackRock (BLK) and Vanguard if they pressure management. Proxy advisers have been targets of top CEOs like Elon Musk and Jamie Dimon, and drawn support from various Democratic officials and pension fund leaders. In the face of a broader backlash to their support of ESG investing, the firms have taken steps like supporting fewer environmental shareholder resolutions. Those shifts haven't spared them ongoing scrutiny in Washington even before Trump's order, and from Republican-led states, although both firms have had some legal success like beating back a new Texas law that would have restricted their ability to offer ESG advice. In that sense, Trump's order continues the pressure to diminish shareholder engagement, said Dan Crowley, partner at law firm K&L Gates in Washington. The order "perpetuates the fiction that investors care either about ESG considerations on the one hand or about pecuniary returns on the other, when the reality is that most large investors care about ESG considerations precisely because of the potential impact they have on long-term, risk-adjusted returns."

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12/16/2025

AI-assisted Hiring Will Drive Indeed’s Growth, Recruit CEO Says

Bloomberg (12/16/25) Stevenson, Reed; Yoshida, Koh

Companies embracing artificial intelligence to recruit and hire people won’t threaten Indeed.com’s business model, as some investors fear, but rather help drive profit and sales growth at the No. 1 job-search portal, its chief executive officer said. Hisayuki “Deko” Idekoba, who leads Indeed and its parent, Tokyo-based Recruit Holdings Co. (6098), said the business is using AI to help companies optimize their talent-acquisition approach based on the pool of candidates, number of applicants per job and other factors, while using the flow of data to set compensation levels or adjust job qualifications. “We’re gradually starting to deploy solutions such as AI agents to customers,” Idekoba said in an interview in Tokyo. For Recruit, the shift reflects a broader transformation in how employers find and evaluate talent, as AI reshapes recruitment worldwide. Automated tools are speeding up candidate screening, cutting hiring costs, and helping businesses respond to labor shortages and changing skill demands. As a result, Recruit should benefit as more companies embrace AI tools and tap into the group’s vast job and employer listings, according to Idekoba. In addition to Indeed and employee-review portal Glassdoor, Recruit operates job advertising and staffing services across the world as well as portals that connect consumers with businesses large and small. In the latest quarter through September, Recruit reported a 13% jump in operating profit on sales of ¥915 billion ($5.9 billion) from a year earlier. That helped to drive a 16% rally in the stock since the results were released on Nov. 6. Still, the shares remain down around 24% this year, even after Recruit embarked on a new plan to buy back as much as ¥250 billion worth of its own stock through April 2026. The company had been under pressure from ValueAct Capital over the past few years to boost its value, and conducted buybacks worth more than ¥1.2 trillion. That helped to more than double Recruit’s shares over 2023 and 2024.

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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.

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12/25/2025

End of Shareholder Revolt Register ‘Will Help UK Firms Bury Pay Controversies’

Guardian (UK) (12/25/25) Makortoff, Kalyeena

UK-listed companies will be able to bury controversies over executive pay for the first time in eight years, a thinktank has warned, after the Labour government shut down a public tracker meant to curb “abuses and excess in the boardroom." The public register was launched under the Tory Prime Minister Theresa May in 2017 to name and shame companies hit by shareholder revolts at their annual general meetings (AGMs). That included rebellions over issues such as excessive bonuses or salary increases for top earning bosses. However, the Treasury – under the chancellor, Rachel Reeves – instructed the Investment Association (IA), the UK asset management trade body that maintained the register, to shut it down this autumn as part of a wider regulation action plan to increase economic growth by cutting “red tape” for businesses. The closure of the public log follows lobbying campaign by companies including the London Stock Exchange, whose bosses claim bad publicity over executive pay is harming the City’s competitiveness and deterring UK listings. However, the High Pay Centre, a thinktank, is warning the move will harm transparency and make it easier for companies listed on the FTSE All-Share Index to dismiss investors’ concerns, starting in the 2026 annual shareholder meetings season. “This is worrying, from our perspective,” Paddy Goffey, a researcher at the thinktank, said. “This would make it more likely that significant cases of shareholder dissent on issues of pay, governance and wider strategy will go unnoticed.” About 26% of FTSE 100 companies have had a shareholder rebellion against executive pay over the past three years. Dissent is considered a shareholder rebellion if 20% or more of the vote is against a specific resolution. “This reflects the significant levels of dissent within shareholder votes and how crucial such information is for investors and other stakeholders,” Goffey said. The High Pay Centre acknowledged corporate reporting rules could be burdensome and complex, and should be streamlined. However, that should not include discontinuing tools such as the register that provided genuine value to stakeholders, the thinktank said. The closure added to other “worrying trends” around corporate transparency such as the shift to online-only AGMs. Rather than closing the register, companies should be forced to provide more detailed explanations about the reason for shareholder dissent and how their boards planned to respond in the future, the High Pay Centre said. “Ultimately, discontinuing the register will make it much harder and more time-consuming to gather the relevant data and information, as such data could be ‘buried’ in complex filings, AGM results or lengthy reports,” it added. The decision illustrates the significant cultural shift that has taken place across the City since the May government launched the world’s first public log of dissenting shareholder votes in order to “restore public confidence in big business." “It [the register] definitely had a role in holding companies to account in the early years, especially on remuneration, and for a while companies truly did worry about the prospect of being named on the register,” said Yousif Ebeed, the corporate governance lead at the assent managers Schroders. “And at the time, there was a sense that companies were not giving sufficient weight to shareholder concerns. The register helped shine a light on these companies, to an extent kickstarting an environment where transparency and shareholder engagement have become embedded practice.” Fast forward to 2025, and City campaigners are raising fears that the UK is losing out on investment to the US, where Donald Trump has embarked on a “bonfire of regulation” in an attempt to lure money and business. The U.K. Treasury said in October tit was “grateful to the IA for establishing the register following a request from government” but that the public log had “served its purpose." The Treasury added that the corporate governance code “already offered transparency for investors." Ebeed said most institutional investors would remain “unaffected." However, at a time when the government is pushing for more of the public to buy up UK shares, there is a fear that small retail investors could be left at a disadvantage. “The reduction in transparency and knowledge on company practice could reduce the ability of investors to make informed decisions,” Goffey said. “Having all this data in one place also makes it easier to track discontent, identify trends and compare companies or sectors. It is plausible that, with the raising of the barrier to holding companies accountable in this way, they [companies] will be less likely to take such dissent seriously and respond appropriately.”

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12/23/2025

Foreign Activist Funds Step Up Pressure on Korean Companies

Pulse - Maeil Business News Korea (12/23/2025) Jeong-suk, Kim; Yubin, Han

Foreign hedge funds are stepping up actions ahead of the first regular shareholders’ meeting season under the Lee Jae-myung administration, which emphasizes the rights of minority shareholders. James Smith, founder and chief investment officer of UK-based Palliser Capital, said in an interview with Maeil Business on Monday that LG Chem must address what he described as a deep undervaluation or face increased scrutiny at its upcoming shareholder meeting. Smith noted that if LG Chem (051910) does not formally acknowledge its unprecedented undervaluation, the regular shareholders’ meeting will become a stage to rally the market. Palliser urged LG Chem to use proceeds from the sale of its stake in LG Energy Solution Ltd (373220) to repurchase its own shares. The fund said it holds more than 1% of LG Chem’s shares, placing it among the company’s top 10 shareholders. Smith added that it is maintaining a stake sufficient to submit a shareholder proposal or to actively cooperate with other shareholders who share our concerns. Market participants expect Palliser Capital to raise governance issues at LG Chem’s shareholder meeting, including the appointment of audit committee members. Under revised Korean commerce rules, listed companies with assets of more than 2 trillion won ($1.35 billion) must appoint two outside directors to their audit committees. Many large companies are expected to make additional audit committee appointments at their regular shareholder meetings next year, a process that activists could use to push for board representation through shareholder proposals. “The upcoming proxy season is likely to see a sharp rise in shareholder activism,” said an asset management executive who asked to be unnamed. “Next year’s shareholder meetings are expected to see a significant increase in shareholder proposals compared with previous years.”

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12/22/2025

Opinion: SEC Suspicion of Shareholder Proposals Hurts Corporate Democracy

Bloomberg Law (12/22/25) Stone, Daniel

Daniel M. Stone, counsel at Olshan Frome Wolosky, writes that the Trump administration’s view is that companies should prioritize increasing shareholder value rather than address stockholder proposals—particularly those related to environmental, social, and governance issues. The White House issued an executive order in December to limit the ability of these proxy advisers to make shareholder recommendations. The Securities and Exchange Commission (SEC) appears to have adopted that view in recent public statements, but that position could undermine corporate democracy by curtailing shareholder proposals to comport with that view. SEC Chair Paul Atkins explained his goal to refocus shareholder meetings on “significant corporate matters” during a keynote address in October. He argued that non-binding stockholder proposals consume substantial management time and impose unnecessary costs on a company. Atkins’ comments presuppose that a company’s directors and managers’ views on what constitute “significant corporate matters” should carry more weight than the company’s stockholders. He presumes that many stockholders—the actual owners of the business to whom directors owe fiduciary duties—are provocateurs seeking to distract directors. This view is outdated. Shareholder proposals, once primarily used by social activists, are now a common tool for institutional investors who want to promote good corporate governance. Such proposals provide a cost-effective way for stockholders to voice their opinions without launching a costly and complex campaign to replace board members. They’re an efficient tool for shareholders to communicate with directors that is much more nuanced than the blunt instrument of directorial elections. Despite this, the SEC under Atkins appears to view all shareholder proposals with suspicion. Its Division of Corporation Finance last month announced a substantial change to how it is approaching Rule 14a-8, which normally restricts a company’s ability to exclude procedurally valid shareholder proposals. For the 2025–2026 proxy season, the Division of Corporate Finance will accept any company’s representation that it had a “reasonable basis” to exclude a proposal and won’t object to that exclusion. This effectively gives companies unrestricted power to reject shareholder proposals without SEC review. It means management’s perspective on corporate policy will be the only one expressed during the upcoming proxy season. SEC Commissioner Caroline Crenshaw said the announcement “is the latest in a parade of actions by this Commission that will ring the death knell for corporate governance and shareholder democracy, deny voice to the equity owners of corporations, and elevate management to untouchable status.” Crenshaw’s summary is apt—the SEC’s new stance reverses the traditional notion that management is accountable to shareholders. Although Rule 14a-8 proposals are typically non-binding and can’t force directors to act, they serve an important purpose: They allow shareholders to give directors guidance on their preferred course of action. Most shareholder proposals provide directors with valuable information at a fraction of the cost of a contested board election. This upcoming proxy season, with likely fewer shareholder proposals, will produce valuable data. If the SEC’s policy causes proposals to plummet, we can better assess the validity of concerns about management distraction and costs. For example, companies can compare the costs of managing their annual meetings this year, with fewer shareholder proposals, with the cost of annual meetings with numerous shareholder proposals, and actually determine just how marginally expensive shareholder proposals are for companies. Likewise, directors claims of distraction, while subjective, can be put to the test. However, shareholders who disagree with the directors’ managerial decisions may be forced into more expensive and distracting proxy fights to replace directors. It will be interesting to see whether the decision to effectively eliminate shareholder proposals leads to closer collaboration between directors and those shareholders with large shareholdings or personal relationships to directors, who can still communicate their managerial preferences to the board with a shareholder vote. Assuming companies provide unbiased reports on cost differences from shareholder meetings and board impacts, this data will be crucial. With trustworthy information on the actual costs and benefits of shareholder proposals, both sides can have a better educated debate on whether these proposals are a legitimate tool for corporate democracy or a method of harassing corporate boards.

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12/19/2025

The Man Flown In to Make Amends for the Deals Scandal of the Year

Australian Financial Review (12/19/25)

There are listening tours, and then there are listening tours like Nigel Stein’s, a softly spoken 69-year-old Scotsman tasked with cleaning up Australia’s biggest corporate mess. Stein was spotted darting between fund managers’ offices in Sydney this week, on his first trip to Australia as the new chairman of James Hardie (JHX). He told investors he had come from London to listen. And listen, he had to. His Australian investors have a long list of gripes: James Hardie’s $14 billion Azek acquisition – so much bigger than expected, structured to avoid a shareholder vote, an inferior business to the core fiber cement operations; its cash-heavy remuneration structure; its yo-yo-like quarterly earnings updates; its greedy price increases in the US; and its antagonistic approach to long-term Australian shareholders. There wasn’t a lot of apologizing or contrition, even after James Hardie’s year from hell that culminated in chairwoman Anne Lloyd and two other non-executive directors being voted off the board at the AGM seven weeks ago. Apparently, Stein and others on the board had not realized how hot the temperature got or the lengths James Hardie had gone to antagonize its Australian shareholders. Stein backed his chief executive, Aaron Erter – who is hugely controversial with Australian investors because of the way he’s paid (quantum and structure), his management style, and that fateful Azek deal – and promised to be back with his remuneration people early next year to talk about how to pay Erter long-term, according to three investors with knowledge of the meetings. He told them he’d been to James Hardie’s Rosehill manufacturing plant – not long ago, the bedrock of its operations – and even wrote down a few investor suggestions on who could fill the vacant “Australian director” seat at his $25 billion (including debt) company’s boardroom table. He said it was important that James Hardie keep growing (or any business keep growing for that matter), as one source put it. The verdict? Five out of 10, which is an improvement. Two investors say they would’ve preferred Stein had said Erter was “on notice” rather than backing him unreservedly, at least until the Azek acquisition proves itself. They liked that he was straight about chief financial officer Rachel Wilson’s resignation last month. One investor called him thoughtful and respectful. At least he isn’t American, said another. But the main thing is he turned up, as he should when more than 70% of the company’s shares still trade on the ASX and his share register is rioting. Stein said Erter would also do the rounds with fund managers early next year, as he also should. If nothing else, that’s a change from the old guard. Former chairwoman Lloyd, from North Carolina, didn’t make it to Australia to fight for her job ahead of the AGM, which proved to be the final blow for pissed-off fund managers and their proxy advisers after a big and controversial M&A deal, subsequent earnings downgrade and some remuneration target tinkering that made a mockery of its growth spiel. It got so antagonistic between James Hardie’s board and shareholders that Australian fund managers couldn’t get more than a short group meeting at an ungodly hour with management or the board. As the situation deteriorated, the board treated them like hostile activists, not long-term active shareholders, and was poorly advised by bankers and lawyers in the United States, who wouldn’t know Greencape from Greenland or WaveStone from Blackstone. Ironically, the Aussies voted off the one director they did have – former Bunnings chief operating officer Peter-John Davis – and were OK to see James Hardie’s board flooded by Azek types, even though they thought their company had overpaid and hated the deal. So what started as a popular U.S. growth play trading at a healthy 23 times forecast profit, even in a soft housing market with what investors thought were supposed to be small M&A plans, turned into Australia’s corporate and deals story of the year. It has got the Australian exchange operator, the ASX, proposing listing rule changes that would make it harder for ASX-listed companies to indiscriminately do large M&A deals, and reignited tensions between large active fund managers and boards and their investment bankers about acquisitions, full stop. It has also kick-started a conversation about corporate governance and boards, management remuneration, shareholder activism, quarterly reporting, a company’s responsibility to manage consensus, the shrinking ASX and why companies want to leave the exchange, and proxy advisers. Four big proxy advisers came out hard against director re-elections for the same reasons and using almost identical language, which is unheard of in the Australian market, and contributed to the demise of Lloyd and her two fellow directors.

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12/18/2025

Opinion: Lululemon Is Feeling the Hedge Fund Burn

Bloomberg (12/18/25) Felsted, Andrea

Bloomberg Opinion Columnist Andrea Felsted says Elliott Investment Management is sweating Lululemon Athletica Inc. (LULU). Elliott Management has taken a more than $1 billion stake in the fancy gym-wear pioneer, and is working with a chief executive officer candidate, former Ralph Lauren Corp. finance director Jane Nielsen. This intervention isn’t about a breakup or financial engineering, some of the other weapons in the Elliott arsenal. It’s about trying to make Lululemon cool again. Top of the list is designing clothes that women want to wear, restoring some brand sparkle and reconnecting with customers who’ve abandoned the chain. There’s a vociferous founder in the form of Chip Wilson to handle too. To that end Elliott’s gambit looks like the position it took in Starbucks Corp. (SBUX) 18 months ago, when the company was struggling with long queues and cautious consumers, and Howard Schultz — who built the coffeehouse we know today — was sniping from the sidelines. Lululemon clearly needs a change of direction after it announced last week it would part company with CEO Calvin McDonald. It’s facing a crowd of nimbler “athleisure” upstarts such as Alo Yoga, and SoftBank Group Corp. (SFTBY)-backed Vuori. Nielsen looks like an effective operator. She spent more than eight years at Ralph Lauren (RL), first as finance director, then adding chief operating officer to her remit. She also played an integral part in the turnaround at Coach (TPR). She should be able to get to grips with the core of Lululemon’s appeal, which is athletic wear, and jettison some of the more peripheral ventures including a tie-up with the National Football League. After all, one element of Ralph Lauren’s recent success has been concentrating on its “hero” products — especially its sweaters, which are having a moment. Nielsen also looks qualified to tackle Lululemon’s operational snafus, such as matching demand from shoppers with its supply of leggings, sports bras and other basics. This would help make the shops, which have become too cluttered with markdowns, more appealing places. Better profits would follow. But fixing and executing on the retail nuts and bolts isn’t Lululemon’s only challenge. It needs a leader who can help it delight its affluent customers. The brand has strong skills in fit and fabric, but its styles have become boring. It must become trendier to compete with Kim Kardashian’s Skims, which has tied up with Nike Inc. (NKE). There’s an untapped market for work clothing that’s smart yet comfortable. Nielsen’s experience with Ralph Lauren’s sophisticated casual ranges should help. Lululemon’s marketing has lost its early pizazz and needs livening up, particularly to lure younger customers. It appointed Jonathan Cheung as creative director last year, and McDonald said last week that new lines would arrive in 2026. If Nielsen takes the helm, she’d need to build on this. Ralph Lauren is a good model. The executive team, including Nielsen, polished its image and cut discounting, but the founder’s vision was never compromised. The marketing budget rose sharply, an encouraging sign for an exec with a finance background. Elliott, and potentially Nielsen, face their own founder challenge: Wilson has kept sniping even after McDonald’s departure. His aims and that of Paul Singer's activist hedge fund may be at odds. While Wilson has had contact with Nielsen, he's trained his fire on changing the company's board. Lululemon said on Thursday that it was expanding its international operations, but didn't comment on Elliott's stake. If the investor manages to install Nielsen, and she can both improve operational performance and reimagine its product and brand, the rewards could be rich. Before the announcement of McDonald's departure, shares in Lululemon had fallen more than 50% in the space of a year. Even after a recent recovery, they're only priced at about 17 times future earnings. That's roughly in line with mass-market retailers such as American Eagle Outfitters Inc. (AEO) and Victoria's Secret & Co. (VSCO). But it's well below Lululemon's five-year average of 27 times and Nike's 31 times. If it gets its premium cachet back for the stuff it sells, its rating should follow. Ralph Lauren shares, for comparison, have almost quadrupled since 2016. You can see why Elliott is pinning its hopes on one of the architects of that success. Lululemon stock was trading more than 6% higher Thursday. There are some grounds for caution, though. Elliott’s bet on Starbucks is yet to pay off. The coffee chain is probably a more complicated turnaround, with CEO Brian Niccol needing to tackle a byzantine product range and making its sites less off-putting for customers. Starbucks shares have given up most of the gains made after his hiring. Revitalizing Lululemon won’t be an easy workout session either. Fashion is notoriously fickle and the whole athleisure concept is losing its edge as people smarten up again. With an activist on the register, it’ll be feeling the burn a little while longer.

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12/18/2025

Opinion: US Minerals Quest Steps Into Korea Governance Mess

Reuters Breakingviews (12/18/25) Mak, Robyn

Breaking Views columnist Robyn Mak says when U.S. President Donald Trump signed an executive order to rebrand the Department of Defense as the Department of War, he was probably not thinking of corporate governance battles in South Korea. Nevertheless, his administration's decision to build a new zinc refinery stateside has dragged it into one of the country's messiest takeover feuds. The saga is another reminder of the pitfalls of state meddling in private firms. There's little to fault the strategic rationale of joining forces with Korea Zinc's (010130) $7.4 billion refining project. The United States is keen to cut its reliance on China for materials vital to chips, electronics and weapons. The $18 billion Korean company is the world's top zinc smelter and produces 14 of the 54 critical minerals designated by Washington as essential to national and economic security. The latest agreement envisages Korea Zinc building and operating a large-scale facility in Tennessee that will begin producing zinc, lead and copper before expanding to strategic minerals like antimony and germanium. Commerce Secretary Howard Lutnick hailed the initiative as a “big win for America." The financial small print is messier. Korea Zinc will get access to up to $4.7 billion of loans plus $210 million in subsidies for the project. But in an odd move, it is also creating a joint venture that will inject $1.9 billion into Korea Zinc in return for a roughly 10% stake. The company will in turn take a similar shareholding in the joint venture, in which the Department of Defense will hold a 40% voting stake. The new unit will not directly own or operate the U.S. refinery, which will be wholly owned by Korea Zinc. The company has yet to explain the reason for diluting investors or for creating a new circular shareholding of the type that many of South Korea's family-controlled conglomerates are unwinding. True, this joint venture would allow Korea Zinc to keep full control of the U.S. smelter, according to someone familiar with the matter. But the biggest beneficiary may be Chair Yun B. Choi, who since October last year has been locked in a fierce battle for control with the company's top shareholders, Young Poong and private equity giant MBK Partners. Issuing shares to a potential ally might tip the balance of power in Choi's favor. It's not clear that the U.S. government realized it was potentially picking sides in a bitter corporate dispute. The Department of Defense did not respond to a request for comment. However, Young Poong and MBK are legally challenging the share issue, partly on grounds that it is designed to "preserve" Choi's grip over the company. The project's fate will now be decided by a court in Seoul. The outcome could be an embarrassing hitch for Trump's administration, which is eager to buy shares in companies it deems strategic. In August, for example, the government took a 10% stake in ailing chipmaker Intel (INTC). Korea Zinc is a reminder that sometimes the art of the deal is not so different from the art of war.

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12/16/2025

Shareholder Activism Targeting South Korean Companies Surges 6.6 Times in 5 Years

Asia Business Daily (12/16/25) HyeongMin, Kim

Shareholder activism targeting Korean companies has increased nearly sevenfold over the past five years. With the KOSPI index surpassing 4,000 on November 27 and the stock market experiencing a boom, there is growing support for the need for legal and institutional measures to preemptively address the potential side effects of heightened shareholder activism. The Korea Economic Research Institute announced on the 16th that it had commissioned Choi Joon-sun, Professor Emeritus at Sungkyunkwan University Law School, to prepare a report titled "Trends in Shareholder Activism and Response Tasks." Citing data compiled by global research firm Diligent Market Intelligence, the report pointed out that shareholder activism targeting Korean companies surged from 10 companies in 2020 to 66 companies last year. The methods of shareholder activism varied, including sending public letters, proxy battles, shareholder proposals, demands for ESG (Environmental, Social, and Governance) policies, strengthening shareholder returns through dividends or share buybacks, as well as lawsuits and attempts at hostile mergers and acquisitions (M&A). As shareholder activism has increased, shareholder proposals have also become more active. According to disclosures from the Financial Supervisory Service, a total of 164 shareholder proposals were submitted to 42 listed companies at this year's regular general shareholders' meetings. This represents a 20% increase compared to the 137 proposals recorded the previous year. The expansion of shareholder activism has been attributed to an increase in individual investors. According to data from the Korea Securities Depository, the number of individual investors rose significantly from approximately 6 million in 2019 to 14.1 million at the end of last year. The report also noted that individual shareholders are increasingly gathering through online platforms utilizing IT technology, further promoting shareholder activities. As of the end of July, the combined membership of the two major minority shareholder IT platforms, ACT and Heyholder, reached 165,000. Through these IT platforms, minority shareholders can exchange information at much lower costs than before and effectively consolidate their shares and exercise voting rights. Professor Choi analyzed, "Depending on the degree of shareholder consolidation, it has become possible for shareholders to stand on an equal footing with the largest shareholder, and there have been cases where they have succeeded in asserting their interests against target companies." He added, "Hedge funds, instead of investing large sums to secure stakes, can now easily carry out activism by aligning with various shareholder groups." Professor Choi also pointed out that these changes could undermine the function and role of the board of directors. Following the first and second amendments to the Commercial Act-such as the duty of loyalty of directors to shareholders, the parallel holding of electronic general meetings, and the mandatory cumulative voting system-the third amendment currently pending in the National Assembly (mandatory cancellation of treasury shares and advisory shareholder proposals) could, if passed, make it impossible for companies to defend management rights using treasury shares. He further noted that agenda items that should be decided at the board's discretion would have to be addressed at general shareholders' meetings under the pretext of "advisory shareholder proposals," potentially shifting the center of corporate management from the board of directors to the general shareholders' meeting. This could ultimately weaken the authority and autonomy of the board of directors guaranteed by the Commercial Act. He also warned, "The general shareholders' meeting could deviate from its essence as the highest decision-making body of a corporation and become a venue for sharp confrontation among shareholders over social issues." The business community is calling for legislative improvements to prevent such side effects. There is a need for prior oversight and the establishment of clear regulations in the process of shareholder proposals for director nominations and proxy solicitation. Regarding shareholder proposals for director nominations, Professor Choi stated that, just as with the largest shareholder, candidates for director nominated by ordinary shareholders should also disclose detailed information. The independence of directors must be ensured regardless of who the nominator is, but currently, candidates nominated by ordinary shareholders are only required to indicate whether there is a "conflict of interest" with the nominator, which is insufficient. He emphasized that detailed information and transaction relationships should be disclosed in advance so that the independence of both the nominator and nominee is clearly demonstrated. He also argued that prior oversight and clear regulations are necessary to address circumvention and illegalities in the proxy solicitation process. There have been cases where some shareholders collect proxies in the so-called "gray areas" where financial authorities find it difficult to intervene, often without any formal reporting. Given the heavy responsibility of shareholders who secure more than a 5% stake and deeply intervene in corporate management through shareholder proposals, there is growing support for strictly applying the large shareholding reporting system (the 5% rule) and the joint ownership requirements under the Capital Markets Act to shareholder activism involving coalitions of individual investors. There are also suggestions that when certain shareholders' involvement in management runs counter to the interests of the company or infringes upon the interests of other stakeholders, they should be held accountable for abusing shareholder rights. This is because there may be cases where shareholders obtain important information through activist activities and provide it to third parties for private gain. There is also a demand for a monitoring system to prevent market-disrupting behaviors such as unfair trading or the dissemination of false information via online platforms. Professor Choi urged, "With legislative improvements, companies should establish or revise board operation rules to clearly define and disclose in advance the requirements that apply to both board-nominated and shareholder-nominated director candidates."

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12/16/2025

Opinion: Legendary Gamemaker Seems Trapped in a Final Fantasy

Bloomberg (12/16/25) Reidy, Gearoid

Bloomberg Opinion columnist Gearoid Reidy writes that the darling of the videogames industry in 2025 is a title in the genre known as a Japanese RPG, or role-playing game. There’s only one problem: It’s not from Japan. Clair Obscur: Expedition 33, by the small French studio Sandfall Interactive, was developed on a shoestring budget of just $10 million. Last week at the Game Awards in Los Angeles, accepting the closest thing the industry has to a Best Picture Oscar, director Guillaume Broche singled out Hironobu Sakaguchi, the Japanese creator of Final Fantasy, who inspired him to become a game developer. The student may have surpassed the teacher. Sakaguchi’s successors at Square Enix Holdings Co. (9684) are struggling. Clair Obscur easily outsold 2023’s Final Fantasy XVI, the latest installment in the long-running series, in just a few months. The company is awash in layoffs and cancelled projects. Last month, it almost halved this year’s net income forecast. The struggles have caught the attention of 3D Investment Partners. Having amassed a stake of more than 15%, it’s now the second-largest shareholder. In a 100-page document submitted to management in September but made public only last week, 3D accused executives of presiding over a “pronounced stagnation in both revenue growth and profitability” and dared them to “once again, surprise us, move us and ignite that passion we once felt.” There is a sense among gamers, which 3D has smartly latched on to, that the reason games like Clair Obscur are outselling those from the firm that created the JRPG is that management has been focused on the wrong things. In recent years, its chief executives have made headlines for endorsing the likes of blockchain gaming, non-fungible tokens and the metaverse — faddish ideas that might sound good to profit-chasing investors, but don’t lead to interesting games. The current leadership continues that trend, highlighting ideas such as automating 70% of quality assurance testing by the end of 2027 in a recent update to its mid-term management plan. That’s a fine idea (debugging is one of the most tedious parts of game development), but its prominent location right at the beginning of the presentation heightens concerns that management isn’t sufficiently focused on the games. That Chief Executive Takashi Kiryu hails not from the industry but from advertising giant Dentsu Group Inc. also worries those who think the firm has taken its eye off the ball. To put it another way, you don’t hear the creators of Clair Obscur talking about NFTs and AI. Alongside disappointing sales of perennial titles, management has also presided over some expensive new disasters, such as the half-hearted service game Marvel’s Avengers and the action RPG Forspoken, lambasted for cringeworthy writing. Others have never left the development floor, with 3D highlighting that Square Enix spends far more on writing down titles that have never been released than rivals do.

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12/15/2025

Opinion: Why Trump Is Targeting Proxy Advisers

Wall Street Journal (12/15/25) Copland, James R.

James R. Copland, director of legal policy for the Manhattan Institute and a member of the U.S. Securities and Exchange Commission’s (SEC) Investor Advisory Committee, writes that President Trump issued a major executive order last Thursday that will help investors by kicking politics out of company boardrooms. It targets the proxy adviser industry, which advises pension funds, mutual funds and hedge funds on how to vote on corporate ballot items. This industry is long overdue for the “accountability, transparency, and competition” the order calls for. Two firms, ISS and Glass Lewis, control roughly 90% of the proxy advisory market. Each is foreign-owned: ISS is majority-owned by Deutsche Börse Group; Glass Lewis is owned by Peloton Capital Management, a Canadian private-equity firm, and its chairman, Stephen Smith. Aside from industry concentration and foreign ownership, two salient facts about these firms highlight the need for more federal oversight. First, although they only advise rather than direct voting for institutional investors, ISS and Glass Lewis exert a huge influence over a large swath of the American stock market. A 2021 Manhattan Institute study by Paul Rose, now dean of the Case Western Reserve University law school, found that 114 institutional investors with assets under management of more than $5 trillion voted in lockstep alignment with either ISS or Glass Lewis in 2020. An earlier study I co-wrote with Manhattan Institute colleagues found that an ISS recommendation “for” a shareholder proposal was associated with a 15-percentage-point increase in support; other studies have shown similar results, with Glass Lewis also having a major, if smaller, influence. Second, ISS and Glass Lewis have long been the driving force behind left-leaning adventurism in corporate boardrooms—backing the environmental and social proposals that constitute the “E” and “S” in ESG investing. In 2024 ISS supported 53% of all “social” shareholder proposals, while Glass Lewis supported 43%. ISS supported proposals at more than a dozen large companies to report on their “pay gaps” by race and sex. It backed proposals at eight others to report on their “diversity, equity, and inclusion efforts.” In 2025, perhaps owing to the change in administrations in Washington, ISS backed off its promotion of fashionable social causes; Glass Lewis, unlike ISS, still considers race and sex diversity in its recommendations for corporate directorships. And although ISS radically scaled back support for social proposals in 2025 and supported “only” 28% of environmental proposals this year, down from 61% in 2024, it still supported asking Deere & Co. to conduct a civil-rights audit. Support for these policies is particularly vexing given the strong evidence that they’re negatively associated with share value. With two foreign-owned proxy advisory firms pushing America’s biggest companies to the left, the administration was bound to take action. During the first Trump term, the Securities and Exchange Commission promulgated rules governing proxy advisers, but subsequent rescissions by the Biden SEC and litigation have left the industry mostly unregulated. Now that the White House has acted, it falls on the administrative agencies to carry out the executive order. The principal onus falls on the SEC, which oversees the stock market, but the order also mentions the Federal Trade Commission, which oversees antitrust issues, and the Labor Department, which oversees pension plans. The SEC, the order says, may need to revise or rescind “all rules, regulations, guidance, bulletins, and memoranda relating to shareholder proposals”—the main vehicle through which proxy advisers and various social-activist investors have pressured companies to jump on the ESG and DEI bandwagons. Chairman Paul Atkins has already flagged the questionable legal foundations of the SEC’s longstanding shareholder proposal rule in his public remarks. Even though proxy advisers have been at the leading edge of pushing companies to “go woke,” the big-three passive index fund families—BlackRock (BLK), Vanguard, and State Street (STT)—have also supported many ESG measures over the years. As ETF leader Jan van Eck recently observed in these pages, such shareholder activism is particularly incongruent for investment funds that merely mirror stock market indexes. Here’s hoping that the SEC considers clarifying that passive funds’ fiduciary duties should guide them to vote the way they invest—passively. But make no mistake: The president’s Dec. 11 executive order is a major shake-up to how publicly traded corporations in America are governed. It’s welcome news for those who would prefer companies to focus on making money, not political causes—including investors and pensioners who rely on their stock portfolios for their retirements.

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12/12/2025

Private Finance Structures to Drive Bumper Japan M&A into 2026, Goldman Says

Reuters (12/12/25) Bridge, Miho; Uranaka, Taiga

Japan's mergers and acquisitions market is set to maintain buoyant growth momentum into 2026, with increasing deal sizes supported by innovative financing structures involving private capital, a Goldman Sachs executive said. As Japan's largest companies streamline business portfolios and target growth investments, financing structures that tap the vast pool of private capital are set to bring more deals over the line, David Dubner, chief operating officer of global M&A and head of M&A structuring, said in an interview with Reuters. These "high-grade" financing models combine equity and debt with private credit sourced from long-term private capital such as insurers. When partnering with large investment-grade corporates, the structures maintain investment-grade credit ratings, which significantly lower capital costs. Dubner said these strategies are likely to further fuel Japan's M&A boom, which neared record levels in 2025. Globally, they are increasingly used to finance AI-related data center and power infrastructure. Japan's M&A deal value in the year to December 10 totalled $315 billion, LSEG data showed, the highest in the past 25 years bar the $343 billion logged in 2018. "Japanese companies want to invest in innovation and growth opportunities," Dubner said. "The buyers are trying not to overstrain their balance sheets and look for creative sources of capital." Private equity firms with insurance capital arms are aggressively seeking opportunities to invest and their partnerships with strategic buyers provide an additional source of capital beyond traditional financing such as equity and debt. This expands the scope for Japanese firms' buyout opportunities. "Some of the targets that Japanese firms thought were a stretch are real now," Dubner said. Bigger deals are also on the horizon. Many of Japan's blue-chip firms retain sizeable non-core businesses and trade at a conglomerate discount despite Japanese authorities' multi-year effort to encourage companies to consider their shareholder returns. And activist investors are echoing the Tokyo Stock Exchange's calls for corporate governance changes, ramping up the pressure on companies to take action.

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12/11/2025

Pre-Clinical Trial Giant Eyes Organ-on-a-Chip Companies After Activist Investor Engagement

Boston Business Journal (12/11/25) Baratham-Green, Hannah

Charles River Laboratories Inc. (CRL) has evolved significantly from its roots as a research animal breeder in 1947 to its current role in the industry as a widely used contract research organization. But it's the Wilmington-based contract research organization's latest evolution that is sparking a lot of conversation. Earlier this year, Charles River reached an agreement with shareholder Elliott Investment Management to conduct a strategic review of its business and shake up its board. Further announcements followed, including the decision to sell “underperforming or non-core businesses,” and focus on areas with more growth potential. Birgit Girshick, chief operating officer of Charles River, recently spoke with the Business Journal about new technologies the company is eyeing, the pros and cons of sharing strategies so publicly, and what she’s looking forward to in 2026. Girshick has seen much of Charles Rivers’ transformation firsthand. She joined the company in 1989 and has held numerous positions in her tenure, most recently being named chief operating officer in October 2021. Girshick said the company is continuously evaluating the business with the goal of making drug development more efficient. “If you look at our strategic review, we made it a little more public after the shareholder that wanted to really review what our plans are,” Girshick said. “So we went in and we did a holistic review of where we believe Charles River needs to invest in in order to continue to be relevant, and become even more relevant for our client and for drug development.” Girshick said that Charles River is looking to add new technologies to its portfolio, like new alternative methods to animal testing such as organ-on-a-chip technology. Charles River plans to do some internal innovation, Girshick said, but it's also eyeing the roughly 1,000 companies out there offering the new methods. “We have the scale and breadth of being able to take those technologies, either acquire or partner with some of those 1,000 companies ... where we think it has the most relevance, and bring it in, make it repeatable and scalable and use it on the thousands of preclinical programs that are out there,” Girshick said. Girshick said these new alternative methods will not replace animal testing, but will give researchers information on whether or not they to run an animal test, avoiding unnecessary experiments. The alternative methods are not a new trend, but under the Trump administration, the FDA has been trying to spur the development and adoption of technologies that can reduce or replace the use of animal testing in drug development. Charles River is also looking to sell off some businesses by the middle of 2026. The businesses that the company plans to divest represent about 7% of Charles Rivers' estimated 2025 revenue. While Girshick didn't specify which businesses were on the chopping block, she offered some criteria Charles River will consider in its decisions. Girshick said divested businesses could be those that have seen a change in demand, or are in the wrong location for that type of business. “For example, if it's a small business that needs a lot of capital, we may not be the company who can provide that capital at the time,” she added. “Or if it takes too long to scale something, we may not be the company that wants to wait patiently for this technology.” Girshick said that sharing details of the company's strategy more publicly is a “give and take." On the one hand, announcing pending divestitures can cause uncertainty for employees. On the other side, providing more details gives shareholders more certainty about the future of the company. “What you saw in our announcement was a balance of shareholders, of stakeholders. And I can tell you, nobody was happy, but nobody was totally unhappy,” Girshick said. Charles River's stock price had declined considerably in the spring, partly due to cuts to federal NIH funding and then an FDA announcement that it would phase out animal testing requirements for monoclonal antibodies and other drugs. Despite these hits, Charles River's stock has recovered this year and is now up slightly from Jan. 1. Confidence appears to be growing in the company's strategy as it continues to share more details. After a challenging 2025 characterized by uncertainty in the industry, Girshick is hoping for positive momentum next year. Funding is improving, and companies are adjusting to the new normal after FDA turnover, tariffs and public market challenges dominated the conversation in 2025. “I hear from my clients that we can go back to work next year,” Girshick said. “I do think that what will happen in 2026 is that there will be a refocus on bringing drugs to market, research — focus back to the patient, which is the most important thing.”

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12/10/2025

Fifth Third CEO Downplays HoldCo Lawsuit over Comerica Deal

Banking Dive (12/10/25) Mullen, Caitlin

Fifth Third (FITB) CEO Tim Spence is “not worried at all” about the bank’s bid to acquire Comerica (CMA), even as an activist investor has taken aim at the $10.9 billion deal. At the Goldman Sachs U.S. Financial Services Conference on Wednesday, Spence was asked about hurdles in the way of the projected first-quarter deal closing, and whether he has any concerns that the lawsuit filed against Fifth Third and Comerica by activist investor HoldCo Asset Management could delay that timeline. In October, Cincinnati-based Fifth Third said it was acquiring Dallas-based Comerica. HoldCo prodded Comerica to sell itself, but the investor then blasted the bank over the agreement with Fifth Third and faulted Comerica for ignoring a bid from another suitor, reported to be Regions. HoldCo sued Comerica and Fifth Third over the “rushed” deal and its “draconian” deal provisions late last month. A judge in the Delaware Court of Chancery has ordered Comerica to provide additional information. Spence noted regulatory applications were filed in October and bank executives have been in “constant dialogue” with the Federal Reserve and the Office of the Comptroller of the Currency about the proposed combination. Nothing has come up that’s caused concern, he said. “The experience we’re having is consistent with what we have been hearing from others who were ahead of us in line, in terms of these transactions moving through in a sort of 90 day-ish type time frame,” Spence said. Shareholders for both banks are scheduled to vote on the deal Jan. 6. “If the worst thing that our shareholders are going to say about the deal is that there could have been more tangible book value dilution, I think we’re probably in really good shape,” Spence said. “And frankly, given the feedback that we’ve gotten from Comerica shareholders, and the way that the market is trading the deal in general, it’s pretty clear to me that the shareholder vote’s going to be very smooth on that front.” That leaves resolution of HoldCo’s lawsuit, he noted. “Having not spent a lot of time paying attention to this, I was a little bit surprised to learn that strike suits have been filed for basically every major deal that has been done over the course of the past several years, and I expect that’ll work its way out through the courts in due time,” Spence said. Fifth Third has identified $850 million in cost savings through the merger, mainly through “the elimination of facilities, systems, vendors, and some headcount reductions concentrated in overhead and noncustomer-facing roles,” Spence said. As $213 billion-asset Fifth Third plans and prepares for the expected closing and conversion next year, the CEO indicated “job No. 1” is “first, do no harm.” With $78 billion-asset Comerica, “the expense synergies paid for the deal,” but the targeted bank’s markets, vertical expertise and middle-market franchise, among other aspects, “are really the foundation for, like, a decade of organic growth opportunities at Fifth Third,” Spence said. “So we’ve got to make sure that we handle the conversion sensitively.” The Cincinnati regional plans to employ the playbook used during its acquisition of MB Financial in 2019. That deal received regulatory approval in about nine months and conversion occurred in the roughly eight weeks that followed, Spence said. “It just made sense to us, as we did our initial planning with Comerica, that we take the same approach here,” he said. For the largest commercial relationships, especially those with complex treasury needs, Fifth Third plans to “onboard them the way that we would if we were winning new business over the course of the period of six months, and that makes the weekend system conversion much less fraught,” Spence said. He expects that to occur toward the end of the third quarter of 2026 or beginning of the fourth. From there, Fifth Third plans to fill out Comerica’s branch network in Texas and California, and bolster marketing for consumer deposits, since it’s something Comerica hasn’t directed attention to for years, Spence said. “We get about 35% of our monthly household and deposit production from the branch through marketing-linked activity,” he said, and that’s a level the bank aims to achieve with legacy Comerica locations. Adding 150 de novo branches to Texas through 2029 is designed to help the bank chase a $10 billion deposit opportunity in that state, he said. Spence also touched on how the consumer strategy in California will differ slightly. “From a consumer perspective, the nice thing about California is it’s an incredibly deep pool of liquidity, and because we have such a small share across the state, the net incremental relative to cannibalization on rate offers will work very much in our favor,” he said. “So the strategy there will be more deposit balance-driven than it would be conventionally household-driven, although we will do some household marketing in places where we have the right level of density.”

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12/10/2025

Commentary: Palliser's Japan Post Play Walks a Tightrope

Reuters (12/10/25) Lockett, Hudson

Reuters columnist Hudson Lockett suggests in this opinion piece that it is one thing to tell the market it is wrong and another to change its mind. Therein lies the challenge for Palliser Capital, whose stake in Japan Post Holdings (6178) is predicated on unlocking what the activist firm's founder James Smith reckons is a massive undervaluation of the firm’s real estate unit, coupled with the conviction that Japan’s post office operator will follow his recommendations for monetizing it. "His plan looks feasible," says Lockett, "but only with all major stakeholders, which include the finance ministry and ordinary customers, on board." Smith, who frames Palliser's investment as supportive of management's drive to boost returns, is correct that Japan Post Holdings has a valuation problem: the stock trades at less than half forward book value, per LSEG, or about half the target Tokyo's bourse has recommended for publicly traded companies. By the activist firm's reckoning the target's current market capitalization of 4.7 trillion yen ($30 billion) ignores some $25 billion in value, with the biggest chunk accounted for by a real estate business Palliser argues is worth about 2.9 trillion yen. That's roughly double the holding company's own estimate of 1.5 trillion yen, though the latter excludes current and planned developments. Smith laid out his plan to rectify this discount at last month's Annual Sohn London Investment Conference. Besides pushing for improved transparency and capital efficiency, he proposed consolidating real estate operations at the holding company and subsidiary Japan Post into a separate unit and then initiating a “strategic review of value unlock options.” The top option mooted is spinning off the property business while maintaining an ownership stake. Smith has stopped short of calling for that spinoff. But it's probably necessary because internal reorganization alone would still let management meddle at will. He does have precedent on his side: Japan Post Bank (7182) and Japan Post Insurance (7181), which both listed alongside Japan Post Holdings in 2015, pay dividends to the parent, and sport decent valuations themselves. Running this playbook again could free up the property unit's management to operate more like other developers and prompt the market to recognize its value. That would also benefit the finance ministry, which by law must hold at least a third of shares in Japan Post Holdings. The unanswered question is how willing the holding company is to spin off the business, and at what speed. To ensure a clear path, Smith would do well to get out ahead of potential objections from stakeholders: ensure the exchange views the listing as aligned with its value push; flag to the public and politicians that it doesn't require slashing post office staff or services; and make clear to the government that improved returns can lessen Tokyo's burden in subsidizing universal service nationwide. "This may not guarantee an unreserved endorsement from his quarry," concludes Lockett. "But it should help minimize the political risk if Smith deems it necessary to strengthen his nudge into a more forceful push."

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12/10/2025

AVI CEO Joe Bauernfreund on Activism Without Being a Bully

Investment Week (12/10/25) Maddock-Jones, Eve

Activism has been one of the major themes within the UK investment trust space over the past 12 months, but for Asset Value Investors (AVI), it has been a 40-year campaign. Joe Bauernfreund, the CEO and CIO of AVI, explains how his style of activism differs from other players. "Constructive activism always works better than being a bully," he says. As its name suggests, AVI is a value house, arguably an outlier in an industry that has become dominated by growth-focused investing. AVI was established in 1985 to take over the management of one of London's oldest listed investment companies, known back then as the British Empire Securities and General Trust. Today, Bauernfreund is the sole manager of the firm's AVI Global (AGT) and AVI Japan Opportunities (AJOT) trusts, and is responsible for all investment decisions across AVI's strategies. Bringing in the activist element of AVI, Bauernfreund says: "We like buying things on discounts, but there is no point buying something that is cheap and then hoping for the best. You have to do some work and make some effort. "And that is where we are doing something about the discount," he says. Investment trusts have been dealing with perpetually widening discounts for a few years, which is not always a bad thing since discounts can create opportunities, but one major criticism has been boards have not been quick enough to use the tools at hand to help narrow the gaps. They have been busy during the past year tackling that point, and some of the loudest activists in the space will take credit for galvanizing them into action. Boaz Weinstein's Saba Capital has been a recent example of this, with the founder and CIO claiming it was down to his actions that the discount narrowed on several of the trusts he invests in, to mixed analysis. Boaz has publicly called out boards to do more, but there have been more "silent" players in the sector as well having an impact. For example, the presence of Elliott Investment Management in Scottish Mortgage (STMZF) becoming public just before the company embarked on the biggest ever share buyback scheme in the sector led many to assume the Scottish firm had succumbed to pressure from one of the most well-known activists of the past 30 years. SMT has routinely denied that it started the scheme because of a push from Elliott. Bauernfreund defends the general role activists play in the sector, saying "[we] are playing an important role in trying to narrow the discounts. But obviously approach is the issue here. What are their ambitions? What are their aims?" For AVI, it is avoiding value traps and zombie businesses for ones on a discount but which will grow in value and generate returns. To Bauernfreund, this is a better method than "when an aggressive, arbitrage hedge fund buys an investment trust on a big discount" because the latter "just wanted to capture that discount as quickly as possible... they don't really want to own those assets, they just want to monetize the gap." AVI's approach is more "we like your assets, we think they are going to be worth more, but you have got a problem. Your discount, we need to address it and you need to do more, whether it is buybacks, whether it is more marketing, more roadshows, governance, whatever it is. We are here for the ride." Over the years, this longevity approach has earned AVI a reputation, mainly in the Japanese market, "as one of the tolerable activists. Not destructive activists. Not the abrasive American approach, but kind of polite and reserved," Bauernfreund says. This tact is a key ingredient to successful activism, something Bauernfreund is keenly aware of. "People, including boards, will generally not respond well to aggressive or perceived to be aggressive methods, as it is human nature," he adds. "Pushing them back into a corner, embarrassing them. Nobody really likes that. "So if you can be helpful, constructive, that is likely to be effective. Obviously, it doesn't work 100% of the time, so you have to be prepared to change your spots if the situation demands."

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12/9/2025

Surging Share Prices in Japan Lead to a Wave of Stock Splits

Bloomberg (12/09/25) Wagatsuma, Aya

Japan’s stock market has notched up record after record this year, but individual investors are having a harder time joining the party. That’s because under exchange rules, stocks have to be purchased in lots of 100 shares. That means in the case of Advantest Corp. (ATEYY), whose shares have more than doubled to ¥20,255, investors need a minimum of ¥2 million ($13,000) to buy into the company. Stocks have become so expensive that the median minimum amount that Japanese investors need to buy shares is 10 times higher than in the US. In response, firms are announcing stock splits at the fastest pace since 2018. “Recently, the focus has shifted more toward the minimum investment amount rather than just share-price levels,” said Chizuru Morishita, a researcher at the NLI Research Institute. “Since this past summer, stock prices have risen sharply, which has further encouraged companies to choose stock splits as a way to address that issue.” Japan’s rule of a minimum trading lot of 100 shares is unique within G-7 countries. In the US and the UK, the minimum order size can start from 1 share. In Asia, 100-share lot sizes are not uncommon with both Singapore and the Shanghai stock exchange requiring them. Softbank Group Corp. (SFTBY) said in November that it would conduct a stock split citing a near quadrupling of the share price in just over six months. The company aims to “make its shares more accessible to investors and further expand its investor base,” it said in a statement. Pressure is also coming from Japan Exchange Group Inc., which operates the Tokyo Stock Exchange. Despite being responsible for the 100-lot rule, it wants firms listed on the TSE to consider reducing the minimum investment amount required to buy their shares. Retail investors typically favor an investment level of as much as ¥100,000, according to a study done by the bourse. Currently it recommends companies target a minimum investment amount of less than ¥500,000. With the benchmark Topix index surging 22% this year, around 12% of its companies trade in lots higher than the bourse’s recommendation. Some companies also see attracting more individual investors as a potential bulwark against activist investors. There were a record 146 activist campaigns in the country last year, according to data compiled by Bloomberg. “Activists are more prominent these days and individuals generally don’t make a lot of noise,” Yuki Seto a researcher at Daiwa Institute of Research Ltd. said. “Companies want to secure ‘silent shareholders,’ so they want a higher individual ownership ratio.” Stock splits led to an increase of 2.67 million individual investors, according to the 2024 Share ownership Survey by the Japan Exchange Group.

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12/8/2025

Donald Trump Drives Historic Shift of Power from Investors to Boardrooms

Financial Times (12/08/25) Indap, Sujeet; White, Alexandra; Temple-West, Patrick

The Trump administration is accelerating a shift in power from the investor to the boardroom, leading some to predict that it is fostering the end of the era of shareholder capitalism in the U.S. Boosted by some Republican states, Donald Trump is quickly chipping away at the long-standing structures and institutions underpinning the influence of shareholders, from proxy advisers and large passive asset managers to bedrock securities and corporation law. The U.S. president is weighing curbs on the voting influence of BlackRock, Vanguard, and State Street, whose index funds typically own 20-30% of most public companies. It is also taking aim at proxy advisers ISS and Glass Lewis, whose recommendations can sway the votes of other large mutual funds at annual meetings. A person familiar with the White House’s thinking said executive orders could come within weeks. The tilt away from shareholders started in earnest in 2021 after oil supermajor Exxon (XOM) lost three seats in a boardroom battle with eco-conscious hedge fund Engine No. 1, said Lindsey Stewart, director of institutional insights for research group Morningstar. That defeat brewed “resentment” in corporate America and triggered the accelerating boardroom pushback against shareholder rights, he said. “Are we exiting an era of shareholder capitalism and entering an era of managerial capitalism?” asked Stewart. “The pendulum has swung to the complete opposite side of where it was a few years ago.” The SEC has discussed other wide-ranging actions this year to water down shareholders’ ability to bring lawsuits or put pressure on boards of directors. In February, just a month after Trump took office, the SEC changed long-standing guidance, forcing passive investors to file a more expensive and onerous disclosure form if they wanted to press companies on social or environmental issues. Then the agency said it would consider revising rules requiring quarterly financial reporting for public companies. In November the SEC announced that it would largely halt its standard review of shareholder proposals, a move that allows companies to block them at their own discretion. The change, experts say, will make it harder for investors to demand change. Some corporate advisers warned that the changes, if enacted, were not necessarily as pro-growth or pro-management as the administration had hoped and could have unintended consequences. In one example, proxy advisers and large index funds often side with management over hedge fund agitators. “We’re nervous and watching,” Michael Garland, assistant comptroller for corporate governance at the New York City Employees’ Retirement System, said. He added that his organization hoped “not every company will take the bait because that could expose them to the reputational risk of shareholder backlash.” Some investors, however, have welcomed targeted regulatory efforts to narrow the kinds of corporate policies that shareholders can press, which some believe have crept too far into nonfinancial matters. “I think that there is a great sigh of relief at both companies and asset managers” about the prospect of a more focused shareholder advocacy system, said Lauren Gojkovich, a corporate governance adviser and former corporate lawyer. At the same time, law firms are advising their clients to prepare for a more adversarial environment. Erica Hogan, a partner at White & Case, said companies could face direct legal action from shareholders and greater scrutiny from proxy advisers now that the SEC was stepping back as a referee. “I do foresee that in some cases the shareholder activists could go to litigation against companies in ways that we have not seen in prior years,” she said. Prominent investors have also voiced concerns. “Muzzling independent research firms would only reward underperforming CEOs and stifle oversight,” said billionaire activist Carl Icahn, calling some proposed reforms “a recipe for disaster.” U.S. shareholder democracy started to take shape after the 1929 Wall Street crash with the introduction of securities rules to curb corporate cronyism and compel transparency among public companies. But it was not until the 1980s, by which time half of all listed U.S. stocks were held by institutional investors, that shareholders gained real influence, as corporate raiders organized hostile takeovers and brought disparate blocks of investors on board to back their bids. Regulatory shifts over the next two decades that encouraged fiduciary accountability for pensions spurred the rise of the proxy advisers, in effect bringing further co-ordination among shareholders. Several high-profile companies frustrated by stricter shareholder oversight have relocated away from Delaware, long the dominant corporate domicile, to right-leaning states including Nevada and particularly Texas, which has led the charge on reinvigorating boardroom power. State corporation law is the benchmark used to bring lawsuits over breaches of fiduciary duty. Proxy advisers were not immune from the backlash. ISS and Glass Lewis are challenging on free speech grounds a Texas law introduced this year that limits the advice they can give if their recommendations are based on “non-financial” factors. The state has separately tightened laws to restrict shareholders' ability to bring breach of fiduciary duty lawsuits as well as to make proposals at annual meetings. While the clampdown on shareholder power started in Republican-led parts of the country during the presidency of Joe Biden, the Trump administration is pushing for a similar playbook  to be adopted nationwide. SEC chair Paul Atkins in an October speech called on Delaware to use state corporate law to limit shareholder proposals and allow companies to push class-action shareholder lawsuits into mandatory arbitration, in an effort to promote IPOs. Some commentators note that the limits on shareholder power reflect Trump's own moves to maximize his own executive power. “There is an ascendant autocratic view about how corporations should be run: one singular man who has a vision and should be able to act unimpeded,” said Ann Lipton, a law professor at the University of Colorado. Even with the rash of changes, shareholders still retain two powerful tools: the ability to replace directors or simply sell their shares. But the shifting power balance will reverberate. Amanda Fischer, policy director at Better Markets and a former SEC official, said the clampdown on proxy advisers was “an attack on shareholders being able to make decisions based on independent information that they purchase at their own behest.” Ele Klein, a lawyer at McDermott, Will & Schulte who represents activist hedge funds in proxy fights, noted that large passive managers and proxy advisers often came out against the campaigns of his clients. “There is no perfect system,” he said, but “checks and balances tend to make things better.”

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12/5/2025

Another Board Overhaul Caps Off Year of Chaos for Beleaguered Dye & Durham

Toronto Globe & Mail (12/05/25) Silcoff, Sean

For the second straight year, Dye & Durham (DYNDF) will emerge from its annual meeting with a completely overhauled board, after ex-chairman Tyler Proud struck a governance truce with the Toronto legal software company. The deal, announced Friday, is the latest twist in a seemingly endless season of chaos affecting the beleaguered company. Under the agreement, one of the directors nominated by activist shareholder Engine Capital LP last December — Anthony Kinnear — will leave the seven-person board immediately. He is being replaced by newcomer Edward Smith, executive chairman and former chief executive of global manufacturing services company SMTC Corp. Smith becomes chairman of D&D, replacing Bay Street veteran Alan Hibben, who joined the board just 15 days earlier and will remain a director. The remaining two directors left from last December’s Engine-led putsch, Hans Gieskes — who served as interim CEO early this year — and Tracey Keates, will serve the balance of their terms but will not stand for re-election. Three other directors that swept in last December — Sid Singh, who also served as interim CEO, as well as Engine founder and ex-D&D chairman Arnaud Ajdler, and Eric Shahinian — stepped down two weeks ago when Hibben and CEO George Tsivin joined the board. Shahinian had been the nominee of Proud’s holding company OneMove Capital Ltd. under a shareholder rights agreement. The final director who joined last December, Ritu Khanna, left earlier this year. There are more changes. David Danziger, appointed to the board last summer under a standstill agreement between the company and Proud’s brother — ex-D&D CEO Matt Proud — and his holding company Plantro Ltd., has resigned effective Dec. 30. That leaves an empty spot on the slate that Matt Proud is entitled to fill with his nominee under the shareholder rights agreement. Wendy Cheah, chief financial officer of OneMove Capital, is taking Shahinian’s place on the board immediately as his nominee, while Allen Taylor, former chief financial officer of various portfolio companies of Brookfield Asset Management as well as a senior vice-president with the conglomerate, joins as an observer. Come this month’s annual meeting, D&D, under its deal struck with OneMove, will put forward a slate featuring Smith, Cheah, Hibben, Taylor, and Tsivin, plus David Giannetto, a veteran software executive, and whoever Matt Proud offers up as a nominee. Tyler Proud had tried to negotiate a new slate with D&D this fall, but was blindsided when it instead made the changes that brought Hibben on-board. Proud then launched a proxy fight with a slate that included Smith, Giannetto, and Taylor. At the same time, his brother launched his third takeover bid of the year for D&D, offering to pay $5.72 a share in stock and senior unsecured notes. The stock closed Friday at $2.78, near its all-time low and 88% off its 52-week high. D&D went public at $7.50 a share in July 2020 and traded above $50 a share in 2021. The chain reaction of tumultuous events has unfolded as D&D faces a Dec. 18 deadline to file delayed financial statements. If it doesn’t, it will be in default under its senior credit agreement. D&D has said that it expects to file the statements that week. Much of the board drama dates to when Matt Proud tried to lead a management buyout of D&D in 2021, months after it went public. The board rejected his $50.50-a-share bid and instead offered him a rich pay package. That incensed shareholders, led to the exit of two directors and sparked broader discontent among investors about D&D’s debt-fueled acquisition-binge and his management style. Tyler Proud, who had served as chairman before the initial public offering, was among the disaffected shareholders. Engine, a New York hedge fund and experienced activist shareholder, tapped into that investor dissatisfaction when it launched an ultimately successful campaign last year to overhaul the board, which accompanied Matt Proud’s exit from D&D. But the Engine board failed to deliver quick changes as promised, including the hiring of a new CEO, as Tsivin only joined mid-year. It hired and fired a former chief financial officer. The company delivered disappointing results and S&P and Moody’s cut its credit ratings. D&D dealt with constant entreaties, including a brief activist campaign, from Matt Proud, and promised to launch a strategic review to explore a potential sale, after abandoning a similar process last year. This fall, CIBC Capital Markets backed out of leading the review. That process is supposed to kick off by year-end under the standstill agreement with Matt Proud, but the company is currently suing the former CEO to live up to that deal, while he and Plantro are countersuing for $200-million, alleging the board and company acted this year to thwart their interests. “We are encouraged by the steps the company has taken and view the reconstituted board as an important catalyst for the next phase,” Tyler Proud said in a statement.

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12/3/2025

Private Dialogue Preferred Path for Activists in France

White & Case (12/03/2025) Lamarche, Diane; Golshani, Saam; Martin-Gousset, Simon

Private engagement has consistently been the preferred approach for activist investors in France, proving faster, less costly, and more effective than public campaigns. This explains why the Autorités des Marchés Financiers (AMF) and various think-tanks actively encourage confidential preliminary exchanges ahead of any public campaign, a position further reinforced by Paris Europlace in its June 2024 Guide du Dialogue Actionnarial, which promotes early and constructive engagement with issuers. This behind-the-scenes trend will likely continue for several compelling reasons. French listed companies have become increasingly sophisticated in handling activist situations, recognizing the strategic value of pre-empting public campaigns through early engagement. Additionally, activists are no longer viewed solely as adversaries. Lead independent directors and board members now receive specific training on constructive dialogue with activists. The approach delivers mutual benefits: activists achieve objectives efficiently while companies avoid reputational damage and market disruption. Successful recent high-profile cases of the French market demonstrate this model's effectiveness. Given regulatory support, proven results, and growing corporate expertise, the decline in public campaigns reflects a maturing market where private engagement has become the established standard rather than a temporary phenomenon. Activist investors targeting governance reforms typically focus on a set of well-established demands aimed at enhancing board accountability and transparency. In France, where governance standards have undergone a significant upgrade over the past decade, such interventions are now less frequent, but still arise when companies underperform or resist change. The most common governance-related demands include the separation of CEO and chairman roles to avoid concentration of power, as well as efforts to refresh the board. Others are focused on the creation of specialized committees to address conflicts of interest or oversee strategy. On executive pay, activists in the market are also increasingly pushing for enhanced disclosure. Activists may also push for the appointment — or increasingly, the replacement — of a lead independent director to improve shareholder dialogue. These demands reflect global governance norms and are often a prelude to broader strategic critiques. French issuers increasingly anticipate these demands but remain exposed where governance misaligns with shareholder expectations. Event-driven activism and opposition to complex transactions have been a consistent feature of activist campaigns for over a decade, remaining the primary form of activism in recent years. Historically, activists have frequently advocated for spin-offs to break up conglomerate structures and unlock value. The core objective of financial activists remains unchanged: maximizing shareholder value. This can manifest itself in two ways in the context of event-driven activism: either proposing strategic transactions (M&A, spin-offs, carve-outs, divestitures), or opposing management's proposed deals (or the initial proposed terms of such deals).

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12/3/2025

Activist Campaigns More Likely to Engage Female CEOs

Financial Times (12/03/25) White, Alexandra

Female chief executives are more likely to be engaged by activism campaigns than their male counterparts, according to a new report that highlighted the unique challenges women face at some of the world’s biggest companies. Women made up only 6.3% of Russell 3000 CEOs from 2018 through 2025, yet 15.7% of activist campaigns in this period engaged companies with female bosses, according to a report by The Conference Board shared exclusively with the Financial Times. Matteo Tonello, head of analytics at The Conference Board and one of the authors of the report, said: “The percentage of those campaigns targeting female chief executives is twice as high as the rate of representation of female chief executives in the entire chief executive population in the Russell 3000.” The report had contributions from analytics group Esgauge, Russell Reynolds Associates, and the Rutgers Center for Corporate Law and Governance. Shareholder activists have increasingly engaged chief executives as a way to press for change in the boardroom or the strategic direction of a company. Since 2018, activists have launched 127 campaigns aimed at ousting or replacing a CEO in the Russell 3000. While only five campaigns were recorded in 2018, 39 occurred in the first 10 months of 2025. The researchers said they are not certain why female leaders are engaged more often than their male counterparts, but suggested activists could be influenced by gender stereotypes such as the idea that women are more cooperative than men or that they associate leadership traits with masculinity. “There’s a bit of a stereotype where leadership is assessed,” Tonello said. “Female CEOs are held to a higher standard so when they fail, the judgment about the perception of that failure is stronger than an equivalent failure by a male counterpart.” “The real question is are activists implicitly subject to this type of prejudice or are they exploiting it for their campaigns?” he added. Some women may also face the so-called glass cliff phenomenon, where they rise to the top job when the company is facing significant challenges, making them a target for activists. Still, it is difficult for activist investors to replace a chief executive. About 38% of the campaigns since 2018 resulted in a leadership change. Campaigns engaging companies with female leaders resulted in a lower proportion of changes at the top, with just 6% leading to bosses being replaced. “It is a very difficult thing to do as an activist to target a CEO for removal because major shareholders want to make sure that the company maintains stability,” said Damien Park, managing director at Spotlight Advisors, which advises companies and investors on activism and corporate governance. Still, the rate of women leaving the chief executive role in 2025 is higher than during the same period last year and more men are replacing them, according to a report by Challenger, Gray & Christmas, which helps executives to find jobs. “Gender bias and stereotypes are alive and well, particularly during a time when the very concepts of diversity, equity, and inclusion are threatened,” said Jennifer McCollum, president and chief executive of Catalyst, a non-profit that advocates for women at work.

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12/1/2025

What’s Driving Activism in the UK?

JD Supra (12/01/25) Matthews, Tom; Tolani, Sonica; Woodfield, Alex

U.S. activists are increasingly looking to the U.K. for opportunities. Tom Matthews with White & Case LLP says that many listed companies in the U.K. and Europe continue to be perceived as undervalued compared with those listed in the U.S. This perception has contributed towards recent strong levels of U.K. takeover activity by both strategic and private equity bidders, including many competing bid situations. Other factors which continue to attract U.S. investors to the U.K. market include a stable and activism-friendly regulatory environment. The U.S. also has a more mature activism market compared to the U.K., with many experienced and deep-pocketed activists pursuing similar strategies. For U.S. activists willing to venture beyond their home market, the U.K. and other European markets continue to present many attractive untapped opportunities. The closed-end fund sector has been presenting as a key driver for activism in the U.K. Alex Woodfield of White & Case notes that many U.K.-listed investment trusts have struggled in recent years to address persistent discounts to net asset value (NAV). This has resulted in significant opportunities for shareholder activism and takeover activity, with many of such takeovers being catalyzed by activism, including as a result of activists campaigning for strategic reviews. A number of activists have focused specifically on the investment trust sector, including Saba Capital Management, one of the world's largest investors in the sector. In the past couple of years, Saba has invested heavily in U.K. investment trusts and has negotiated buybacks, liquidation schemes and other transactions with several of those trusts to allow all shareholders to benefit from the opportunity to exit at NAV. In recent months, the wider investment trust market has increasingly been proactively taking steps to reduce NAV discounts, benefiting shareholders of those investment trusts and with the parallel intention of reducing their vulnerability to activism. Meanwhile, UK company boards are responding to U.S.-style activism, which tends to be viewed as more aggressive in a market where behind-the-scenes negotiations are often the norm. Sonica Tolani of White & Case points out that looking back several years ago, there was a widespread immediate attack-vs-defense mentality when it came to activism. Many U.S. activists would come to the U.K. and seek to deploy a more aggressive U.S. market approach to U.K. situations. At the same time, U.K. boards would often have a knee-jerk reaction to being approached by an activist, immediately pulling down the shutters and minimizing engagement. In recent years, the increasing levels of activism in the U.K. have led to greater levels of sophistication on both sides. U.K. boards (and, importantly, their advisors) now increasingly understand the potential value of thoughtful engagement with an activist. The mantra for the majority of situations now, which is recognized by most activists and boards alike, is to seek to engage first, potentially avoiding the cost and distraction of a public campaign. "All that said," Tolani adds, "we have observed a trend over the past 12 to 18 months of activists (in particular those from the U.S.) dialing up their levels of aggression when it comes to board representation. We have not only seen demands for multiple board seats but also calls to sweep entire boards. Matthews points out that "there has been an ongoing theme in recent years of activists pushing for U.K.-listed companies to add a U.S. listing, migrate their primary listing to the U.S., or spin off a division to be listed in the U.S. In part, this reflected a perceived weakness of the U.K. markets compared to those in the U.S. However, recent moves to enhance the competitiveness of U.K. markets may have reduced the focus on choice of listing venue compared with 12 to 24 months ago. Nonetheless, adding or changing listing venues will remain a thesis for some companies, based on their specific circumstances, and the optimal configuration of listing venues will remain under consideration for many companies on an ongoing basis regardless of any immediate pressure from an activist." He also expects to continue to see the theme of U.S. listings forming part of the thesis of break-up campaigns. Rather than arguing that a company should move its listing, an activist may perceive more immediate value in arguing that a U.S.-focused part of the group should be spun-off and listed in the U.S.

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11/23/2025

Opinion: The Proxy Process Needs an Overhaul

Wall Street Journal (11/23/25) Zecca, John

John Zecca, executive vice president and global chief legal, risk, and regulatory officer of Nasdaq, writes that proxy voting was designed to empower investors by giving them a voice in decisions at the companies they own. Today’s proxy process doesn’t live up to that vision. Instead, it has weakened investor participation, drains company resources and is more a barrier than a bridge to shareholder engagement. The process has undermined the public markets’ core purpose: enabling hardworking Americans to create long-term wealth. At Nasdaq, we have long advocated for reforming the proxy process. We’re encouraged by reports that the Trump administration is considering an executive order to address the issue. A major roadblock is the undue influence of proxy advisory firms on the process. Due to the sheer volume of public companies and proposals, institutional investors—who manage vast portfolios—have come to rely on proxy advisory firms as essential intermediaries. These firms don’t have to disclose or explain the criteria underpinning their voting advice. Nor are they required to correct factual errors in any of their guidance. Proxy advisers don’t have to disclose conflicts of interest, leaving investors and companies in the dark about potential biases that could influence voting recommendations. These dynamics leave crucial decisions in the hands of a few advisory firms that wield disproportionate influence over the trajectory of corporations while operating with minimal accountability. Proxy advisory reform would bring transparency and remove conflicts of interest. We welcome the proposal by Rep. Bryan Steil (R., Wis.) in the Protecting Americans’ Retirement Savings from Politics Act, which would require proxy advisory firms to register with the Securities and Exchange Commission and to disclose publicly any conflicts of interest. The proposal also would require proxy advisers to provide companies with a reasonable opportunity to respond to any errors in their voting recommendations. These measures would help rebalance the relationship among proxy advisers, companies and their institutional investors. Another drag on shareholder engagement is the need for companies to use third-party intermediaries in order to communicate with their retail shareholders. These intermediaries have created unnecessary complexity and costs, all while profiting from a monopolistic model that limits a company from communicating directly with its shareholders. In the 2024 proxy season, retail investors voted on only 29.8% of the shares they owned, in part because it’s near-impossible for companies to communicate directly with their shareholders. Companies have little say in selecting these intermediaries; instead, brokers dictate the choice. This lack of autonomy leaves companies unable to manage how they communicate with shareholders, while the billing practices of these intermediaries remain opaque. So far this year, Nasdaq has incurred more than $675,000 in fees for distributing Nasdaq’s annual proxy materials to shareholders. That doesn’t include costs for printing, advisory services or other aspects of the proxy process. Our distribution costs increased by 35% from 2024 to 2025, even as technology has vastly cut the cost of communication. Regulators should push to let companies communicate directly with their shareholders through technology-driven solutions. The blockchain, for instance, could offer a secure channel for communication. Regulators should also encourage competition by letting companies, and not brokers, choose their proxy-distribution firms and negotiate fees for their services. We’re encouraged that policymakers are considering the shareholder proposal process as part of reform efforts. Shareholders should be able to raise concerns with a company, but a small group of activists trying to exert disproportionate influence has corrupted the process. Today, a shareholder, or someone purportedly acting on his behalf with a small stake in a company, can wield outsize influence, drawing on company resources and commanding the time and attention of management, boards and other shareholders. These time-wasting proposals rarely get any support; during the 2024 proxy season, there were 579 shareholder proposals with average support below 25%. We encourage the SEC to revisit the minimum voting thresholds required for a shareholder proposal to be resubmitted in subsequent years to prevent repeat unsuccessful proposals from jamming the process. Public markets remain the most powerful and inclusive engine of wealth creation in the world—fueling innovation, economic growth and opportunity for millions of investors. But the proxy process that underpins shareholder engagement needs modernization. The Trump administration can create a more efficient and fair mechanism that will empower shareholders while strengthening the public markets and supporting the American economy.

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11/19/2025

Commentary: Everyone Calm Down, Hopes the SEC as it Tries a Balancing Act on Proxies

Reuters (11/19/25) Kerber, Ross

A bureaucratic shift by the SEC on proxy resolutions this week drew howls of alarm from reform-minded investors worried that the agency just gutted a key tool for shareholder activism, notes Reuters columnist Ross Kerber in this opinion piece. But there is more to the story, according to a person familiar with the SEC staff's decision. "This person told me that with the changes, the SEC's Division of Corporation Finance tried to strike a delicate balance between protecting shareholder and corporate rights, and staff time," says Kerber. "I couldn't convince this person to go on the record, but it's an intriguing alternative explanation. We will know by next spring who was right." Every year around this time, activists start to file hundreds of proposed resolutions to be voted on at the springtime annual meetings of U.S. companies, often on hot-button issues like workforce diversity and climate change. Traditionally, liberal-leaning groups accounted for most of the measures, although lately many conservative filers have also appeared. Executives dislike many of these resolutions both as distractions and because some of the proposals would have companies pick sides on culture-war topics. But the resolutions have also brought about important changes like the end of staggered boards. SEC Chairman Paul Atkins, an appointee of U.S. President Donald Trump, has made no secret of his sympathies for the corporate case against the measures, and the agency has taken other steps to shift power from investors to managers. "That context is why many were alarmed on Monday," suggests Kerber. On that day, the SEC said that for the rest of the current proxy season it would no longer make rulings on common corporate objections to shareholder resolutions, such as whether an activist's proposal was filed late or whether a filer owned enough shares. One critic was the SEC's sole Democratic member, Caroline Crenshaw. In a note, she called the change "a Trojan Horse" that in the cloak of neutrality "effectively creates unqualified permission for companies to silence investor voices." Kerber's source said the real point is that companies themselves now will just have to decide how much they really believe in their own objections to the proposals, which can be as small-potatoes as arguing that a shareholder proposal exceeded a 500-word limit. This person added that companies that know they have a strong case to object will leave resolutions off their proxy ballots, while other companies that are not as confident may decide to be more conservative and include more items. Sanford Lewis, a lawyer who often represents activists, said that in practice, most proponents cannot afford to sue companies that improperly skip their resolutions. Of the SEC's change, he said, "It's not a middle course, it's jettisoning a program and process that was working." The Investment Company Institute, meanwhile, said it is still reviewing the matter. Chris Iacovella, CEO of the American Securities Association, which represents smaller regional firms, said his group "applauds the SEC for taking another important step to depoliticize the shareholder proposal process and lower the cost of being a public company." Tim Schwarzenberger, a portfolio manager for conservative-leaning proposal filer Inspire Investing, said it is too soon to tell the impact of the SEC's change since companies that go too far could be punished by investors in court. Some companies “may decide that early engagement is a safer path than trying to exclude proposals without the protection of SEC staff review," he said.

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11/18/2025

Editorial: The Corporate Proxy Flight from ESG

Wall Street Journal (11/18/25)

The Wall Street Journal editorial board writes that when these columns first began reporting on the misuse of shareholder proxy votes for political causes, the trend looked like a juggernaut. "But only a few years later, we can declare at least a partial victory, which is good news for shareholders and corporate governance," it states. The economic analysts at Unleash Prosperity have been tracking investment votes on corporate proxy proposals for several years, and the trend keeps getting better. In 2022, when it first tracked the votes, most of the largest investment firms danced to the tune of environmental, social and governance proposals. By 2024 most of the firms had taken a notably different approach to ESG. The nearby table shows the latest Unleash Prosperity rating for 40 of the top funds. The grades measure how well the funds determine their proxy votes based on what really matters for corporate governance, which is the growth and profitability of the firm in the interests of maximum return for shareholders. ESG proposals, by contrast, focus on such progressive political priorities as gender or racial preferences, climate change, or divesting from industries that are disfavored by the political left, such as fossil fuels, plastics, or guns. These political biases can steer executives to ignore the main obligation of public companies, which is to make money for the owners, i.e., for shareholders. Unleash Prosperity examined the votes of 600 investment management companies on 50 ESG proposals in the 2024 proxy season. The proxy proposals included adopting racial or gender quotas in hiring, racial-equity audits, and especially the command to pursue net-zero goals in greenhouse gas emissions by 2050. The climate left had hoped to lock in corporate commitments on ESG that would become a political force to box in politicians. This year 11 funds received an A rating, compared to four in 2022. An A means they voted against woke proposals 90% or more of the time. BlackRock, which had a C in 2022 and was once in the vanguard of ESG voting, has vaulted to an A. This year there are 12 B grades, compared to none in 2022. Why have so many funds changed? One answer is the public exposure that these columns provided in reporting the initial proxy ratings. Some executives said in response that they didn’t even know what their proxy adviser teams were doing. The public attention drew political interest from Republican state Attorneys General, who questioned whether their state pension funds should use these investment advisers. The general political environment has also shifted with Donald Trump’s re-election. The pressure from post-George Floyd and Biden-era political intimidation on behalf of progressive causes has ebbed. As the nearby table shows, some firms are still bowing to the ESG lobby. Six firms received a D rating, including Guggenheim Funds, Franklin Templeton and Morgan Stanley. The four that received an F or F- are Victory Funds, Allspring Funds, DWS Funds, and Pimco. When these funds vote your shares, they are taking dictation from the ESG lobby, or the proxy adviser duopoly of Glass Lewis and Institutional Shareholder Services (ISS). As it happens, one half of that duopoly is also stepping back from recommending votes for woke proxy proposals. Glass Lewis’s CEO Bob Mann said in October that “It’s clear that clients in the U.S. are moving. If that’s because the politics of the space is changing, so be it.” He is reading politics in the room. The Trump Administration recently floated to the press that it is considering an executive order that would restrict the power of Glass Lewis and ISS. The two firms control about 90% of the proxy adviser market. Depending on the details, this could be welcome news for companies and shareholders. Legislation from Congress would be even better. With government having so much power these days, political fads too often capture business leaders who don’t want to risk bad publicity. ESG and DEI are two of the most recent examples, and don’t forget “stakeholder capitalism.” "Smart CEOs keep their eyes on the North Star of maximizing returns to shareholders, which is the best way to help customers, employees, and the larger society," the editorial concludes.

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11/17/2025

Opinion; Paul Singer’s Hedge Fund Is Playing for Higher Stakes Now

Bloomberg (11/17/25) Hughes, Chris

Bloomberg Opinion columnist Chris Hughes writes that Elliott Management Corp. is facing a growing challenge: size. The $76 billion fund, arguably the most famous name in shareholder activism, is getting bigger. So are its targets. Now, where are the gains? Paul Singer’s firm is being humbled by the runaway performance of the S&P 500. The same goes for many active asset managers. Returns since 1994 haven’t beaten the index, the Financial Times reported last week, citing Elliott’s latest investor letter. Singer, meanwhile, considered the idea that size might constrain performance, as he has on previous occasions. He concluded no — also not for the first time. Comparisons with the leading U.S. investment benchmark are a bit off. Investors hand money to hedge funds like Elliott often because they want performance that doesn’t correlate with the equity market. The idea is to secure strong absolute returns, with less volatility than stocks and insulation from a crash. Still, the size question has to be constantly reassessed. Elliott’s reported nine-month performance to September of about 5% is hardly stellar. Activism is a major piston within Elliott’s multi-strategy engine. "A large activist fund must either make more bets on small- to mid-sized companies (the conventional hunting ground) or find heftier targets where it can deploy more capital," Hughes notes. "Going after lots more deals risks diluting the quality of opportunities. How many good ideas can one firm have? As for engaging big companies, there are fewer to choose from. Mega-caps have more analyst coverage and supposedly superior management, in theory making discount valuations less likely. Forcing a sale, a lucrative activist strategy, isn’t an option when a company is too huge to buy. In fact, size should be no bar to successful activism. It does, however, put the hedge fund in a higher-stakes game." The mega-cap world clearly represents fertile territory. Regardless of theory, large companies don’t necessarily have better managers than smaller ones. Protection from takeover means executives often let things slide. The cost base can become bloated, or a company can sustain a needless conglomerate structure. That’s an opportunity. Get a super-tanker to change tack and be revalued by the wider market, and serious gains ought to follow. Usually the way forward is obvious: Analysts often call for the very asset sales, spin-offs or raised profit targets that the activist would demand. Bankers have probably been telling the company to do these things preemptively. The likely obstacle is that corporate bosses making strategic U-turns lose face. So the external force of shareholder pressure is needed. An activist with a chunky stake, credibility and sound arguments ought to be able to pull the other active fund managers (also having to justify their fees) behind their plan. What are the risks? It can still take time for the strategy to pay off, and that can be painful when the rest of the stock market is going up. Companies get engaged by activists because their share prices are languishing. A hedge fund activist may simultaneously short sell the firm’s peers or a wider basket of shares. That way the fund is exposed only to the relative performance of the target stock. If the company continues to drift while the market goes up, it’s painful for the hedge fund. But when the stock finally outperforms… bonanza. A high-profile campaign carries greater reputational stakes, too. Any failure is going to be that much more visible. "Perhaps it’s better to see big-game hunting as a rewarding but slightly riskier strategy where mistakes may mean more," concludes Hughes. "As with short selling, you have to be right, and you need endurance. Hedge funds should be judged only on what they promise clients, not by the S&P 500. If Elliott can’t perform better in choppier markets, Singer will have some real explaining to do."

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11/17/2025

Japanese Ink Maker Sells Off Monet, Renoir Paintings as Activists Circle

Bloomberg (11/17/25) Taniguchi, Takako

Facing more pressure from activist investors to increase returns, one Japanese company is turning to its art holdings, selling off paintings by the likes of Monet and Renoir. DIC Corp. (4631), an ink and resin maker, has a well-known collection of art and it opened a museum near Tokyo in 1990 to house the works. But Oasis Management Co., DIC’s second-largest shareholder, has called on the company to sell off its holdings, saying that paintings aren’t part of the firm’s core business and they’ve weighed on its stock performance. Some of its artwork is very valuable, such as Claude Monet’s 1907 masterpiece “Nymphéas,” which could sell for $40 million to $60 million, according to Christie’s. DIC also plans to auction seven more paintings, including works by Marc Chagall and Pierre-Auguste Renoir in the auction house’s Monday sale. Many Japanese companies have been selling physical assets on their balance sheet like real estate to generate profits to bolster their income statements. DIC's sale of its art collection may do the same. The moves are in line with efforts by the government and the exchange to increase stockholder value and attract global investors. Activists have joined this drive and pushed for changes in management, investment or business focus — at this year's annual shareholder meetings, activists submitted a record numbers of proposals. DIC also closed its Kawamura Memorial DIC Museum of Art in March and plans to reopen a smaller facility in Roppongi, Tokyo, around 2030 or later. It is looking to display in the new museum its seven paintings by Mark Rothko — the famed 20th century abstract artist known for works showing fuzzy and luminous rectangular color fields. Oasis Management's founder and chief investment officer, Seth Fischer, has opposed building a new museum featuring the Rothko paintings. “That's like creating the world's most expensive meditation room,” he said. It's “an inappropriate use of corporate assets.” DIC, an abbreviation of the company's previous name Dainippon Ink & Chemicals Inc., has said it plans to sell about three-quarters of its 384-piece art collection. President Takashi Ikeda indicated in March that the company would keep Nymphéas, along with the seven Rothko paintings. The positive corporate image built by displaying fine art over decades in a museum “can't be easily replaced,” he said. Asked about the company's decision to sell the Monet painting after all, a DIC spokesperson said that while the water lily piece is one of the representative works in the company's collection, considering its responsibilities as both a business entity and an art holder, the firm decided to take it out of its collection. If all eight pieces at the Christie's auction are sold at the top of their estimates, that would raise about $104 million. That would represent about 75% of DIC's net income last year of ¥21.3 billion ($138 million). Even if all eight works are sold at the bottom of their estimates, that would total about ¥10.9 billion, exceeding DIC's goal of generating about ¥10 billion in cash by the end of 2025 through the initial sale of around 20 art pieces. Auction results are difficult to predict though, and Monday's sale isn't currently factored into this fiscal year's earnings forecast. Many major Japanese companies have art collections and museums. But the collections tend to be in foundations that keep them out of reach of sellers. Nana Otsuki, Senior Fellow at Pictet Japan and a member of an expert panel on national museum operations, said that storage facilities in the country's public museums are nearing capacity. Using digital tokens to establish ownership rights to artwork may be one way to protect private collections, Otsuki said. “Corporate support for the arts is meaningful, and leveraging private sector power is essential,” she said.

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11/14/2025

Commentary: Loeb Says Activism Without Proxy Fights Is Like ‘Catholicism Without Hell

Australian Financial Review (11/14/25) Macdonald, Anthony

Dan Loeb is older, wiser, and changed when it comes to the types of companies he engages and how he goes about it. He’s friendlier, more constructive and much less public in his campaigns, he says. He’s chasing bigger targets — a necessity when you’re running much more money — is more focused on capital allocation and reckons he’s even welcomed by CEOs who may need an outsider to nudge a reluctant board. “They actually encourage us to write the letter,” he says. Loeb says he has discovered that this activism — a less public version — can be very influential. He says he’s getting traction by going after companies’ margins, expenditure and strategies, making the scathing letters and public campaigns much less common. “What we do is mostly behind the scenes,” the headline act at this year’s Sohn Hearts & Minds conference said on Friday. It struck us as a maturing of a Wall Street spear thrower. But there’s one part of the activist toolkit he says he will never put away: the proxy fight. “Corporations without bankruptcy [are] like Catholicism without hell,” he said. “I’d say the same thing about activism. “Activism without the potential of a proxy contest doesn’t work, so we keep that in our back pocket, our little trade secret.” So, Loeb says he’s firing in these proxy requests, but now often quietly. He cites new Domain-owner CoStar as an example — no one knew there was an activism campaign under way until the company announced a standstill between Third Point and DE Shaw and two new directors for its board. Loeb’s letters are the stuff of investing legend; they were often personal, aimed at specific directors or executives, and used colorful language including “CVD” or chief value destroyer and “LSC” or “lucky sperm club." It’s interesting because what happens on Wall Street eventually makes its way into Australian capital markets. Bankers for years have told us to expect large-scale activism and although it didn’t really come — except Grok’s run against AGL Energy’s demerger and board, which was unlike anything seen in this market since – there’s plenty of behind-closed-doors activism bubbling away. What we haven’t seen — and why we’d argue Australian directors don’t realie how good they’ve got it — is a proper proxy fight complete with boardroom change. The closest we have is James Hardie, where a stunning three directors, including the chair, were not re-elected at last month’s annual general meeting. Investors are suggesting replacements, though it remains to be seen whether they get their way, too. Loeb’s address was the highlight of a full day of stock pitches and thematic panels at Sohn. The organizers kept Loeb until after lunch, and he didn’t disappoint. He gave a pretty upbeat view of the U.S. economy and even the AI sector, saying there was a bubble but at the neocloud/provider level.

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