Media Center

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

Kaos Capital Demands Board Overhaul at Capricor Ahead of FDA Decision on DMD Therapy
Hedge Fund Aspex Pushed for Nidec CEO to Remain Before Ouster
Better.com Founder Wins Support to Regain Control of Board
Gold Fields Aims to Woo Northern Star Investors After Miner's Rebuff
Mattel Taps Condé Nast's Lynch as CEO Kreiz, Who Led Brand Revival, Departs
Japan's Toho Holdings Eyes KKR's Health Device Maker PHC for $1.3 Billion
Flashlight Capital Urges Secom to Raise Stake in Korea’s S-1
Lifecore Biomedical: 17.3% Holder Pledges Merger Vote
Netmarble, Align Partners Compete for Coway Shares
Irenic Plans to Vote Against Independence Realty's Purchase of Centerspace
Jana Pushes Fiserv to Accelerate Cost Cuts and Tap Palantir
Gold Fields Plans Billions in Cuts, Sales in $39b Northern Star Pitch
Youngpoong, MBK Demand Director Choi's Retreat From Korea Zinc Management
Centerview Hires Elliott’s Capital Markets Specialist
Vail Resorts’ Ski Pass Sales Tumble, Signaling Another Tough Winter Ahead
Cevian Capital II GP LTD Acquires 116,765,346 Shares of Pearson PLC (PSO)
Quad Asset Management Demands South Korea's Daeyang Electric Buy Back and Cancel 30 Billion Won in Shares Over 3 Years, Expand Dividends
Flashlight Capital Calls on Samsung to Put S-1 Stake Up for Open Auction
Macquarie's Gabia Takeover Bid Fails Amid Shareholder Opposition
BP Explored Deal for Devon’s Eagle Ford Asset, Sources Say
Kobayashi in ¥500 billion Buyout Talks After Red-Yeast Case
Premier Inn’s German Expansion Not a Mistake, Whitbread Tells Corvex Asset Management
Howard Hughes Stock Rises After Executives Buy Shares Following Ackman Post
Proxy Adviser Glass Lewis Merges With Clarity AI: ESG Investing
Voya May Face No-Confidence Vote Backed by Toms Capital Investment Management
Kobayashi Pharmaceutical Receives Take-Private Proposal from Japan-UK Fund Consortium; Deal Could Reach ¥500 Billion
PepsiCo to Raise Some Chip Prices as Input Costs Bite
Knife River Responds to Starboard Value Investment Letter
Ethan Allen Defends Itself Amid Escalating Board Battle
Jana Partners Urges Six Flags to Explore Sale
Shareholder Activism in Asia Drives Global Total to Record High
Dealmakers See More Retail Mergers and IPOs in 2026 After Tariffs Sidelined M&A Last Year
Judicial, Media Support for South Korea Corporate-Governance Reforms Lacking: Flashlight Capital CEO
Nidec’s Unending Turmoil Raises Specter of Breakup or Takeover
A $120 Billion Gold Drama Hits Denver, and Elliott has a Starring Role
U.S. Shareholder Climate Shifts, Diversity Dips
‘A Lot of Value to Be Created’: Elliott Investment on Northern Star
Motorola Solutions CEO Greg Brown Offers Rare Insight Into Two Decades of Transformation on the CEO Signal
Charles River Laboratories Targets $300 Million in Savings Through AI Tools, Automation
Tata Dispute Sends India Inc Scrambling to Shore Up Shareholder Rights
Editorial: The SEC’s Big and Welcome Proxy Reform
Activism Update: Fewer Proxy Contests, More AI-Focused Themes
Hoban's Insatiable Appetite: Group Founder Targets Korean Air
Ex-Unilever Boss Takes Swipe at Activist Investors
South African Boards Court Investors as Pay Votes Become Binding
How the Passive Boom Gave ASX Loudmouths a Megaphone
Commentary: Elliott Is Back Yet Again With Hedge Fund Activism 101
Shareholder Activism Is Booming and Boards Should Be Worried
AI Is Changing How Activist Investors Value Every Company — Not Just Tech
Commentary: Winter for Macron Brings Springtime for Hedge Funds
What's Driving Activist Investors, and How Banks Can Be Ready
Why These Starbucks Investors Want the Firm to Split CEO and Chair Roles
2026 Proxy Season: Shareholder Proposals
Shareholder Opposition to Executive Pay Eases Globally
Spain Drops One Place in Activist Fund Preferences—Down to Eighth Position—With $3.555 Billion Invested
Elliott Presses Daikin for $6.8 Billion Buyback as Activism Hits Record
Japan Ranks 2nd in Record Global Wave of Shareholder Activism
Elliott Joins Hedge Fund Rush to Jersey
Foreign Ownership of Japan Stocks Hits New Record on AI Boom
Northern Star Seeks Turnaround by Paying its CEO More Than BHP’s Chief

8/21/2036

Kaos Capital Demands Board Overhaul at Capricor Ahead of FDA Decision on DMD Therapy

BigGo Finance (08/21/36)

Capricor Therapeutics Inc. (CAPR) is facing an activist campaign from shareholder Kaos Capital, which is demanding immediate board changes, a cash-preservation plan, and the creation of an M&A committee just one day before the U.S. Food and Drug Administration (FDA) is scheduled to act on the company's experimental Duchenne muscular dystrophy therapy. Kaos Capital, a Miami-based investment firm that describes itself as a "significant and growing shareholder," issued a letter to fellow shareholders on August 21 calling for a meeting with the board within 15 business days. The firm said it intends to nominate two independent directors and push for a board-led M&A and Strategic Alternatives Committee chaired by a shareholder-backed director. The activist campaign lands at a precarious moment for Capricor. The FDA's action date on deramiocel, the company's cell therapy for DMD-related cardiomyopathy, is August 22. In June, an FDA advisory panel voted 9-3 against the drug's use for that indication, casting significant doubt over its approval prospects. Capricor shares were down approximately 2% at the time of the letter's release. In the letter signed by CEO Adam Arviv, Kaos argued that Capricor has become overly dependent on a single regulatory outcome and must take immediate steps to preserve capital while exploring acquisitions, licensing deals, and partnerships that could broaden its pipeline. The company reported $237.9 million in cash, cash equivalents, and marketable securities as of June 30, down roughly $80.2 million from year-end 2025. First-half 2026 operating expenses totaled $79.7 million, including $23.5 million in general and administrative costs — approximately double the comparable 2025 figure, according to the letter. Kaos called for a formal Cash Preservation Plan that would include: a near-term freeze on nonessential spending; a zero-based review of G&A expenses; enhanced approval requirements for material commitments; and quarterly reporting on cost reductions, cash runway, and capital use. The firm also urged the board to retain independent legal advisers and commission a review of oversight, disclosure controls, contracting, compensation, and capital-allocation processes. Kaos cited "numerous legal matters and shareholder demands" disclosed in Capricor's public filings, including securities and derivative actions, a Section 220 books-and-records demand, a patent action, a distribution dispute, and employment-related claims. A further securities class action was filed against the company and certain officers in 2026. "This legal overhang carries cost, distraction, reputational risk, and governance consequences," the letter stated. Kaos emphasized it is not asking Capricor to abandon deramiocel, which it believes "may still have meaningful value for patients." Instead, the firm wants the company to use its cash and public-company platform to build a broader, multi-modality biotechnology enterprise. The proposed M&A committee should evaluate assets in inflammation, fibrosis, tissue repair, targeted delivery, and regenerative medicine, the letter said. Kaos specifically pointed to advanced small-molecule pharmacology targeting the NLRP3/inflammasome signaling pathway as one area of interest. "Conviction in a lead program is not a license for a Board to concentrate all of a public company's capital, risk, and future in a single regulatory outcome," Arviv wrote. The activist push comes as Capricor awaits the FDA's decision on deramiocel. The agency's action date is August 22, though the timeline has grown complicated. After the advisory committee's negative vote in June, Capricor said the FDA was willing to review an amendment containing 24-month Hope-3 data focused on upper-limb function. A new target date has not been formally announced. Roth Capital expects the FDA review could be extended by approximately three months to accommodate the additional data. Kaos said it is prepared to work constructively with the board but warned of escalation if its demands are not met. If the board does not confirm and convene the requested meeting within the specified timeframe, Kaos said it will begin seeking shareholder support to elect its two independent nominees, replace directors, and potentially pursue removal of senior management. "We do not take that step lightly, but continued inaction would leave shareholders no reasonable alternative," the letter read.

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9/30/2026

Gold Fields Aims to Woo Northern Star Investors After Miner's Rebuff

Reuters (09/30/26) Burton, Melanie

Gold Fields (GFIJ.J) could make another run for Northern Star Resources (NST.AX) after the Australian miner rejected a $27 billion takeover offer, with investors expecting it to return with more cash. Northern Star rebuffed an unsolicited A$38.7 billion ($27.1 billion) buyout proposal in shares and cash from Gold Fields to create the world's second-biggest gold miner, the latest consolidation play in the sector as producers seek scale and longer-life reserves. "Whilst we see strong merit in the combination with Northern Star, we’ll be very disciplined about how we pursue this opportunity," Fraser said at a conference in Denver on Tuesday. Investors briefed by Gold Fields said they expected it to improve its offer, most likely with more cash, after an Australian road show in late October, because issuing additional shares would dilute cash flow per share, three people said. A source familiar with the process said no decisions had been made on raising the offer. A Gold Fields spokesperson said the road show had been planned before the takeover offer was disclosed, as the company wanted to familiarize Australian investors with its assets. Investors said it was hard to assess the value of the largely scrip offer from the South African miner as Gold Fields' operations were not particularly well known in Australia. Gold Fields' shares are trading on an enterprise multiple of 3.5 to 4 times earnings before interest, tax, depreciation and amortization, much cheaper than Northern Star's multiple of 7 to 8 times. However the South African miner's five-year average free cash flow yield is 6.9%, well above Northern Star's at 3.1%. The valuation gap is likely to widen in the next 12 months as Northern Star is set to ramp up output at its Kalgoorlie operations in Western Australia, yielding more free cash flow, said one fund manager. "I can be convinced on accepting shares. I think it's going to be hard for it to be all cash," the fund manager said, declining to be named because it was against company policy. "Gold Fields needs to do a deal soon or Northern Star will be too expensive for it in a year's time — assuming Northern Star executes," he added. Northern Star's rejection of the offer came just ahead of the arrival of its new CEO, Suresh Vadnagra, on October 5. Vadnagra faces a "baptism of fire" to convince shareholders that Gold Fields' offer undervalues Northern Star and that a stand-alone strategy can offer more value, Barrenjoey analyst Dan Morgan said. Northern Star's shares rallied as much as 9% on Wednesday to A$25.59, which was above the A$23.76 implied value of Gold Fields' rejected offer as of Tuesday's close, reflecting expectations the suitor is not going away. Northern Star closed up 6.3% at A$24.77 while Gold Fields shares steaded up 0.3% at 604.97 rand by 1236 GMT, still down around 8% from Sept 25, the last close before the bid became public. "If Gold Fields ups the bid as I expect them to, then I would expect Northern Star to reengage," said Jon Mills at Morningstar. Northern Star declined to comment on expectations that Gold Fields will make another offer. Besides seeking answers on valuation, investors want details on the $4 billion to $5 billion of corporate, operational and portfolio optimization synergies Gold Fields expects to extract from a deal. Investors said it appeared that most of the cost savings stemmed from paying less tax on the combined operations. "We would estimate that tax synergies could be around 60% of identified synergy and not unique to Gold Fields," Morgan said. Operational synergies center on two clusters of assets in Western Australia. These include Northern Star's Thunderbox mine and Gold Fields' nearby Agnew operation, along with Gold Fields' St Ives mine and Northern Star's South Kalgoorlie assets. "Gold Fields believes its proposal offers compelling strategic and financial benefits for both sets of shareholders," it said in a statement, adding it saw future growth coming from the high grade development projects of Windfall in Canada and Hemi in Western Australia. Another potential obstacle is that generalist investors would probably want a combined company to be domiciled in Australia, given about 70% of revenue would originate there and due to negative perceptions of governance, capital controls and taxation in South Africa, the fund manager said. Gold Fields has offered a secondary listing in Australia, and said in the statement, "If the deal were to proceed, the combined company would be a truly global business with listings in Australia, the United States and South Africa." Two people pointed to the possibility of a rival bidder emerging. In a June letter responding to investor Elliott, Chairman Michael Chaney said Northern Star had received approaches from "multiple companies" regarding "various corporate combinations," although none was judged to be in shareholders' interests at the time.

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9/30/2026

Mattel Taps Condé Nast's Lynch as CEO Kreiz, Who Led Brand Revival, Departs

Reuters (09/30/26) Kanatt, Neil

Mattel's (NASDAQ: MAT) longtime CEO Ynon Kreiz, who led the strategy to transform the struggling toymaker into an entertainment company, is leaving, handing over the reins to board member and CEO of media company Condé Nast, Roger Lynch. The leadership change comes ahead of the crucial holiday season and at a time when Mattel is grappling with tariff-related costs and investor pressure due to a decline in shareholder value despite efforts to build on the blockbuster success of the 2023 "Barbie" movie. Kreiz has led Mattel since 2018 and is leaving for a senior leadership role in another public company, Mattel said on Wednesday. His efforts to expand into films, television, and digital gaming by leveraging Mattel's intellectual property culminated in the global box-office success of "Barbie," boosting demand for the toymaker's merchandise. Yet Mattel's shares failed to keep pace with the broader market during Kreiz's tenure, rising just about 5% since he became CEO, compared with a nearly 200% surge in the S&P 500 during that period. Shares of the Barbie doll and Hot Wheels maker were down about 3% in early trading. Earlier this year, investor Southeastern Asset Management urged Mattel to explore options, including a sale of the company or a combination with rival Hasbro (HAS.O). Lynch, who has served on Mattel's board since 2018, is expected to assume the top role by Nov. 2. Meanwhile, Condé Nast, where Lynch has been CEO for about seven years, named board member Mike Perlis as interim CEO. "Roger's appointment comes at a time when the lines between consumer products and media are more blurred than ever, so it makes sense to place an experienced media operator at the helm," James Zahn, Editor-in-Chief at The Toy Book, said. Last month, Mattel topped second-quarter revenue estimates and reaffirmed its annual targets, but tariff-related costs and investments to boost sales resulted in profit missing market expectations. "Roger is a visionary leader with a track record of growing global companies at the forefront of changing industry and consumer trends," Mattel board member Judy Olian said. Kreiz did not respond to a Reuters request for comment on his next role.

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9/30/2026

Japan's Toho Holdings Eyes KKR's Health Device Maker PHC for $1.3 Billion

Bloomberg (09/30/26) Fuse, Taro

Toho Holdings Co. (TYO: 8129), a Japanese pharmaceutical wholesaler, is in talks to acquire KKR & Co. (NYSE: KKR)-led medical device maker PHC Holdings Corp. (TYO: 6523) for more than ¥200 billion ($1.3 billion), according to people familiar with the matter. Tokyo-based Toho has submitted an initial proposal and is conducting due diligence, the people said, asking not to be identified because the discussions are private. While domestic investment funds have also shown interest in PHC, Toho is currently the only prospective buyer engaged in concrete discussions. KKR is the largest shareholder in PHC, with a roughly 38% stake, according to data compiled by Bloomberg. Both firms have appointed financial advisers and have been seeking a buyer for the healthcare company in line with KKR’s plans to exit its investment. Amid growing pressure from shareholders and investors, the healthcare industry in Japan is seeing a wave of management-led privatizations. Hisamitsu Pharmaceutical Co. — known for its Salonpas pain-relief patches — and Taisho Pharmaceutical Holdings Co. have moved to go private in recent years, while Kobayashi Pharmaceutical Co. (TYO: 4967) is considering a private equity-led buyout. Shares of PHC have climbed 29% this year, giving it a market capitalization of ¥182 billion. The tender offer price is expected to include a premium and the total acquisition cost could exceed ¥200 billion, the people said. Representatives for Toho, KKR and PHC didn’t respond to requests for comment. U.S. investment firm KKR acquired an 80% stake in PHC’s predecessor, Panasonic Healthcare (TYO: 6523), in 2014. The company went public in Tokyo in October 2021, and KKR has been selling down its stake to recoup its investment. If the acquisition of all shares is completed, PHC will be delisted. PHC operates in three main areas: diabetes management, healthcare solutions, and diagnostics and life sciences. Toho is seeking to expand its business through partnerships and acquisitions in related fields such as medical devices, diagnostic reagents and healthcare information technology, according to its midterm management plan. The drug wholesaler has been in a prolonged tussle with an investor. Since taking a stake in June 2024, 3D Investment Partners has urged Toho to improve profitability, reduce assets including cross-shareholdings, and boost investor returns.

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9/29/2026

Flashlight Capital Urges Secom to Raise Stake in Korea’s S-1

Bloomberg (09/29/26) Lee, Youkyung

Flashlight Capital Partners is pressing Japan’s Secom (TYO: 9735) to significantly increase its ownership of South Korea’s S-1 Corp. (KRX: 012750) and Taiwan Secom (TPE: 9917), arguing that greater control could accelerate international growth and improve shareholder value. Flashlight, which owns less than 1% of Secom, wants the Japanese security-services company to raise its stakes in both businesses to at least 50%. According to Flashlight, this could increase Secom’s revenue generated outside Japan to approximately 28% of total sales, compared with 5.4% currently and Secom’s own target of 10% by March 2028. The investor is also calling for more ambitious growth and profitability objectives and wants Secom to evaluate whether its current management is best positioned to achieve them. Flashlight CEO Sanghyun Lee said the proposed changes could support a significant revaluation of Secom’s shares, estimating a potential price of ¥10,000. The campaign follows Flashlight’s recent unsuccessful attempt to acquire S-1 shares held by Samsung Group affiliates. After those affiliates rejected its offer, Flashlight urged them to sell their holdings through an open auction. Secom currently owns 25.65% of S-1 and 26.75% of Taiwan Secom. Flashlight notes that S-1 generates revenue equivalent to about 24% of Secom’s, but Secom does not consolidate it under applicable accounting rules.

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9/29/2026

Netmarble, Align Partners Compete for Coway Shares

The Chosun Daily (09/29/26) Kang-han, Kim

Netmarble (KRX: 251270), a game company, is engaged in a share acquisition competition with Align Partners over Coway (KRX: 021240). Netmarble is Coway’s largest shareholder, but as Align publicly declared its intention to influence Coway’s management and increased its stake, Netmarble has responded by acquiring additional shares. The share competition between the two parties has driven Coway’s stock price significantly higher. A gaming industry insider said, “Following last year’s revision of the Commercial Act, which expanded the scope of directors’ fiduciary duty from the company to ‘the company and its shareholders’ with the goal of enhancing shareholder value, companies can no longer ignore shareholders. This is an unprecedented case of a domestic game company competing with a fund over shares.” Netmarble became Coway’s largest shareholder in 2020 by acquiring a 25.08% stake from Woongjin ThinkBig (KRX: 095720). Since then, Coway has served as a reliable non-game business cash cow for Netmarble. In the game industry, where a failed new title can result in hundreds of billions of won in development costs being wasted, Coway’s rental business, which guarantees stable income, has been a boon for Netmarble. Indeed, Coway, South Korea’s top rental company, reported consolidated revenue of 1.4422 trillion Korean won in the second quarter, up 14.6% year-on-year, and operating profit of 253.2 billion Korean won, a 4.3% increase. Over the past three years, Netmarble earned approximately 300 billion Korean won in equity-method profits and 109.8 billion Korean won in dividend income from Coway. However, the competition began in March when Align Partners, a fund established in 2021, increased its stake in Coway to over 5% and declared its investment purpose as “influencing management.” Align, which first invested in Coway in the first half of 2024, has steadily increased its stake and even recommended a candidate for outside director at the March shareholders’ meeting. Netmarble won the vote, and Align’s plan to join the board failed. At the time, Align also demanded the resignation of Netmarble founder Bang Joon-hyuk, who serves as Coway's board chairman. Although its demands were not met at the shareholders' meeting, Align has increased its stake to 6.21% as of September 21. In response, Netmarble announced in April that it would acquire additional Coway shares worth 150 billion Korean won, aiming to raise its stake to the high 20% range. Netmarble's stake has risen from 25.8% to 27.5% as of September 21. As both sides rush to acquire shares, Coway's stock price has surged from 72,200 Korean won on March 9 to 99,300 Korean won on September 21, a 37.5% increase. The gap in stake percentages between the two parties appears to be over 20 percentage points, seemingly favoring Netmarble. However, Align’s ability to rally minority shareholders means Netmarble cannot afford to be complacent. Recently, under the government’s shareholder rights protection policy, general shareholders have increasingly sided with funds demanding stronger shareholder returns. Indeed, at Coway’s shareholders’ meeting, the motion to appoint Align’s recommended outside director candidate received 56% approval from non-controlling shareholders, and 57.5% of general shareholders supported Align’s proposal to compose the audit committee entirely of outside directors. Align has also criticized Netmarble’s management decisions. Netmarble pledged to use 1.7 trillion Korean won of the 2.7 trillion Korean won raised during its 2017 IPO for game development but instead invested 1.74 trillion Korean won in acquiring Coway, which Align claims is an unrelated stake acquisition. As Align’s offensive intensified, Coway raised its shareholder return rate from 20% to 40% and introduced quarterly dividends starting this year to appease general shareholders. An investment industry insider said, “From the activist fund’s perspective, it is better to compete over Coway, a solid business, rather than Netmarble, whose performance fluctuates depending on game success. Whether through dividends or rising stock prices due to management disputes, both sides can profit.”

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9/29/2026

Irenic Plans to Vote Against Independence Realty's Purchase of Centerspace

TradingView (09/29/26)

Irenic said it plans to vote against Independence Realty Trust's (NYSE: IRT) planned $8.1 billion purchase of Centerspace (NYE: CSR). Irenic, which collectively owns a 2% stake together with affiliates in IRT, is opposed to the Centerspace CSR deal and wants IRT to consider strategic alternatives. The investor believes that both private equity firms and strategic buyers would be interested and may be willing to pay a “meaningful premium” of $18 to $20 a share." At least one other significant shareholder is also against the Centerspace CSR deal and agrees that IRT selling itself is better for shareholders, according to a Bloomberg report on Monday. "We will put the punchline upfront," Irenic co-founders Adam Katz, Andy Dodge, and Managing Director Tom Stults wrote in a letter to the IRT board on Tuesday. "We are opposed to the potential acquisition of Centerspace announced on September 9th, 2026. The acquisition lacks industrial logic, runs counter to the company's long-stated strategy of maintaining its predominantly Sunbelt exposure, and, most importantly, is a far inferior alternative to a better course for IRT shareholders: selling IRT itself." Irenic said that any bids for IRT at or about $18 would command "substantial" support and the board should engage with any serious buyer. Independence Realty IRT didn't immediately respond to Seeking Alpha's email request for comment. Earlier this month, Independence Realty Trust IRT and Centerspace CSR agreed to merge in an all-stock transaction that will create a multifamily real estate investment trust with an enterprise value of about $8.1B and more than 44,000 apartment units. Shares of IRT fell 4.3% the day the deal was announced on Sept. 9.

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9/28/2026

Gold Fields Plans Billions in Cuts, Sales in $39b Northern Star Pitch

Australian Financial Review (09/28/26) Buckingham-Jones, Sam

Gold Fields (NYSE: GFI) is continuing its pursuit of Northern Star (ASX: NST) after the Australian gold miner’s board rejected a $38.7 billion takeover proposal. Gold Fields argues that the combination would create the world’s second-largest gold producer, with operations spanning Australia, North America, and Chile, and annual production of about 4.1 million ounces. The proposed consideration would give Northern Star shareholders mostly Gold Fields shares, with an option for up to $10.4 billion in cash. Gold Fields also estimates at least $4 billion in potential value from portfolio optimization following a transaction. Northern Star rejected the offer, arguing that it opportunistically targets the company during a period of share-price weakness and leadership transition. Its board also questioned the increased jurisdictional risk associated with receiving mostly Gold Fields stock. Northern Star’s shares subsequently rose 6.2% to $23.47. The takeover bid comes after a turbulent period for Northern Star. Chief executive Stuart Tonkin departed in May following criticism from Elliott Investment Management over the company’s performance and repeated guidance misses. Elliott now owns 6.24% of Northern Star and has secured two preferred directors, while incoming CEO Suresh Vadnagra is scheduled to begin October 5. CFO Ryan Gurner is also leaving, and chairman Peter Chaney is expected to step down in November. Elliott has urged Northern Star’s board to engage with serious potential buyers while emphasizing that any transaction should properly reflect the company’s value. Analysts differ in their assessments, with some characterizing Gold Fields’ proposal as opportunistic, while others highlight the potential scale and production benefits of the combined company.

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9/28/2026

Youngpoong, MBK Demand Director Choi's Retreat From Korea Zinc Management

Business Korea (09/28/26) Sung-soo, Hur

Marking two years since the initiation of a public tender offer for Korea Zinc (KRX: 010130), Youngpoong (KRX: 000670), and MBK Partners demanded the resignation of Korea Zinc Director Choi Yun-beom from front-line management. They argued that the responsibility of the management must be investigated, raising issues with investments in the One Asia Partners fund, the acquisition of Igneo Holdings, and the borrowings that increased during the management control dispute. In a statement released on Sept. 28, Youngpoong and MBK stated, “Director Choi Yun-beom stepping down from front-line management is the starting point for normalizing the corporate governance of Korea Zinc.” Since commencing the public tender offer for Korea Zinc shares on Sept. 13, 2024, Youngpoong and MBK have consistently raised issues regarding the investment of company funds into entertainment companies, the acquisition of the American electronic waste company Igneo Holdings, and the board of directors’ supervisory function during this process. They claimed that a total of 69 billion won (about $50.5 million) was invested through the One Asia Partners fund, created with Korea Zinc funds, into unlisted entertainment companies such as Arc Media, Hi-Hat, and Slingshot, where Director Choi's family had invested personal funds. Youngpoong and MBK explained that among these, Hi-Hat and Slingshot have fallen into a state of complete capital impairment, and a risk of loss has also emerged in the investment related to Arc Media. Their position is that it is necessary to verify the investment decision-making and the process by which follow-up investments by the fund financed by Korea Zinc were made after the preceding investments by Director Choi's family. Youngpoong and MBK stated, “The Securities and Futures Commission resolved on heavy disciplinary action regarding this due to the omission of disclosures on transactions with specially related persons and violations of accounting standards,” adding, “The reality of a breach of trust transaction, which promoted the private interests of an individual family using company assets and passed the losses entirely onto Korea Zinc and general shareholders, has been confirmed through the disposition of a state agency.” They also brought up the fact that funds from the Havana No. 1 Fund, managed by One Asia Partners, were used in transactions related to the alleged market manipulation case that arose during Kakao's acquisition of SM Entertainment. Youngpoong and MBK argued that the proposal and approval process for the relevant investment, as well as whether Korea Zinc's management was aware of the purpose of the fund usage, must be verified. Regarding the acquisition of Igneo Holdings, they also took issue with the investment decision-making process and whether the board of directors provided supervision. Korea Zinc previously invested approximately 580 billion won ($446.15 million) in the American electronic waste company Igneo Holdings. They also pointed out that Korea Zinc's borrowings have significantly increased since the management control dispute. According to Youngpoong and MBK, Korea Zinc borrowed more than 2 trillion won externally while proceeding with a public tender offer for treasury shares worth 1.8 trillion won. Accordingly, borrowings on a separate basis increased from 387.6 billion won at the end of 2023 to 3.9966 trillion won at the end of 2024. The annual interest expense also rose from 25.6 billion won in 2023 to 153.1 billion won in 2025. External borrowings on a consolidated basis increased from about 800 billion won at the end of 2023 to about 7.5 trillion won at the end of June this year, Youngpoong and MBK explained. During the same period, cash and cash equivalents decreased from about 2 trillion won to the level of 1.6 trillion won. Youngpoong and MBK also brought up issues such as the capital increase by general public offering worth 2.5 trillion won that Korea Zinc pushed forward and then withdrew in 2024, and circular shareholding utilizing the overseas affiliate SMC. Youngpoong and MBK stated, “Clearly holding Director Choi Yun-beom accountable and excluding him from front-line management is an inevitable first step to normalize Korea Zinc's management and financial structure,” adding, “It is a process of normalizing corporate governance to return legitimate rights to shareholders by rebuilding an independent and responsible board of directors.”

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9/27/2026

Flashlight Capital Calls on Samsung to Put S-1 Stake Up for Open Auction

Business Wire (09/27/26)

Flashlight Capital Partners Pte. Ltd. today called on the five Samsung Group (KRX: 005930) affiliates that together hold 20.6% of S-1 Corporation (KRX: 012750) – Samsung SDI (KRX: 006400), Samsung Life Insurance (KRX: 032830), Samsung Fire & Marine Insurance (KRX: 000810), Samsung Card (KRX: 029780), and Samsung Securities (KRX: 016360) – to sell their stake through an open auction. On August 27, Flashlight Capital offered to acquire the affiliates' entire holding of 7,815,656 shares at KRW116,000 per share, or KRW906.6 billion in total. The offer represented a premium of approximately 45% to S-1's closing price on August 26, and exceeded the stock's all-time high. The affiliates declined, citing insufficient certainty of completion. "Samsung's answer was not 'no.' It was 'not like this,'" said Sanghyun Lee, Founder and Managing Partner of Flashlight Capital. "If certainty is the concern, the answer is a competitive process. An open auction lets every credible buyer, strategic or financial, put a firm offer on the table, and lets each board choose the one that best serves its own shareholders." Flashlight Capital noted that all five affiliates are listed companies whose directors owe duties to their own shareholders. Turning down a substantial premium without testing the market, and then holding a non-core minority stake indefinitely, is difficult to reconcile with those duties. "For decades, S-1 has been treated as a third-class citizen within Samsung and a landing spot for its retiring executives," Lee said. "Korea's leading security company deserves a shareholder that actually wants to own it."

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9/25/2026

BP Explored Deal for Devon’s Eagle Ford Asset, Sources Say

Reuters (09/25/26) French, David; Somasekhar, Arathy

BP (BP.L) studied a possible deal to buy Devon Energy's (DVN.N) operations in South Texas, four sources familiar with the matter said, with one of the sources adding it has now backed away from such a move. After years of prioritizing investments in renewable energy, and leadership churn that included five chief executives since 2020, London-headquartered BP has reverted to a strategy that places its traditional oil and gas business at its heart. Since Meg O'Neill joined as CEO in April, BP has entered the data room on a small number of shale assets placed for sale, allowing the company access to confidential information provided to prospective buyers so they can evaluate the merits of a deal, according to six sources. Among them was the data room for Devon's Eagle Ford asset, which opened in late August, four of the sources said. Analysts at TPH Research said in a note on Wednesday that Devon's asset could be worth around $4.5 billion. However, after studying the merits of a deal, BP decided to walk away, one of the sources familiar with the matter said. BP's shares fell 3.4% on Friday, while Devon's stock closed 1.8% higher on Thursday. Devon has risen around 34% this year, per LSEG data. The sources cautioned that entering a data room does not guarantee that BP will formally bid on an asset. They spoke on condition of anonymity to discuss private deliberations. “BP has been very clear about its five priorities, which includes a clear focus on strengthening the balance sheet - this priority remains unchanged alongside our commitment to maintaining capital discipline,” BP said in an emailed comment. The other priorities include simplifying its portfolio, operational excellence and faster decision making with higher accountability. Devon did not respond to a comment request. BP's U.S. shale operations are held within its BPX Energy unit, with assets in the Eagle Ford, Permian and Haynesville basins spanning Texas and Louisiana. Production in the second quarter was around 545,000 barrels of oil equivalent per day (boepd), of which its existing Eagle Ford was approximately 205,000 boepd, according to an August presentation. The company is targeting over 650,000 boepd from BPX by 2030, according to BP's website. Despite its strategic pivot back to oil and gas, previously overseen by Albert Manifold before he was fired as chair and replaced on a permanent basis earlier this month by Ian Tyler, BP has spent the last 18 months focused on reducing debt and hitting a $20 billion divestment target. While it has engaged in some acquisition activity in that time, including showing interest in buying a majority stake in the Shenandoah field in the U.S. Gulf, BP had been largely absent from shale data rooms, making its re-emergence in recent weeks as a potential buyer notable, three of the sources said. Buying assets near its existing footprint would be logical, four of the sources said, given the potential for cost savings and BP's familiarity with local geology. Part of Devon's Eagle Ford asset was held in a joint venture between the company and BP until the partnership's dissolution in 2025. Devon is marketing for sale both its Eagle Ford and Powder River basin acreage in Wyoming, the sources said, as part of a portfolio review undertaken following its $58 billion merger with Coterra Energy. The Eagle Ford asset consists of around 90,000 net acres, and produced around 77,000 boepd in the second quarter, according to Devon's website. The effort comes as U.S. energy assets have increased allure to buyers, as they can operate even as Middle Eastern conflict shakes global oil markets. The tension pushed crude back above $100 per barrel last week, with higher prices of benefit to sellers. Conversely, market volatility makes it harder for buyers and sellers to agree on valuations, as buyers want to avoid the perception of paying an inflated price. Dealmaking involving U.S. production assets has slumped in recent months as a result. This uncertainty is reflected in potential valuations for Devon's Eagle Ford. The TPH Research analysts marked it at $4.5 billion, but the sources pointed to a range between $3.5 billion and roughly $4 billion. Devon is also facing pressure from shareholders TOMS Capital and Kimmeridge Energy Management to improve performance and shed assets.

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9/25/2026

Kobayashi in ¥500 billion Buyout Talks After Red-Yeast Case

Japan Times (09/25/26) Suzuki, Hideki; Fuse, Taro; Taniguchi, Takako

Kobayashi Pharmaceutical (TYO: 4967) is considering a potential buyout worth more than ¥500 billion ($3.2 billion) from private equity firms CVC Capital Partners (AMS: CVC) and Nippon Sangyo Suishin Kiko. The proposed transaction could take the Japanese health products maker private, with the founding family potentially participating. Kobayashi confirmed it received a preliminary, nonbinding proposal but said no decision has been made. The company’s shares have remained below pre-2024 levels following a scandal involving red-yeast supplements linked to illnesses and suspected deaths. The products were recalled after some were found contaminated with puberulic acid. Kobayashi says its investigation has not established any deaths as directly caused by the supplements, while authorities identified a small number of suspected cases involving contaminated products and kidney damage. The company incurred ¥12.7 billion in related charges and has paid or committed compensation to more than 500 people. Oasis Management, which owns 14.4%, has pushed for governance reforms. Going private could give Kobayashi greater flexibility to strengthen quality controls, address rising costs and invest in growth without as much shareholder pressure. Its three-year plan includes ¥30 billion for research and development and at least ¥30 billion in shareholder returns.

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9/24/2026

Proxy Adviser Glass Lewis Merges With Clarity AI: ESG Investing

Bloomberg (09/24/26) Schwartzkopff, Frances

Glass Lewis & Co. is merging with European-focused ESG data and analytics firm Clarity AI, as the proxy adviser expands its footprint in a market where investor demand for managing climate and sustainability risks are on the rise. The merger, which closed on Wednesday, was completed as an all-share swap via a newly created holding company, according to a statement. The geographic focus of Clarity AI, which lists Banco Santander SA (NYSE: SAN), ING Groep NV (NYSE: ING), and BNP Paribas SA (BNP.PA) among clients, will be “complementary” to the markets already covered by Glass Lewis, Chief Executive Officer Bob Mann said in an interview. The companies declined to provide financial details of the deal. The proxy adviser’s majority owner, Canada’s Peloton Capital Management, will remain as the combined company's dominant shareholder, Glass Lewis said. Integrating Clarity AI's ESG data-analysis platform with Glass Lewis's advisory and stewardship services will provide an opportunity to “reframe the proxy voting industry,” Mann said. That's as the political environment in the United States complicates efforts around proxy voting. The merger follows a December order by President Donald Trump to limit the scope of proxy advisers to provide voting recommendations on proposals that address ESG issues. The administration targeted the industry as part of its sweeping pushback against investing that takes environmental, social or governance issues into account. “The reality is that however you want to call those topics, all those topics are more relevant now than ever” and “what is behind those topics needs to be measured, needs to be analyzed, and the investors need the facts,” Rebeca Minguela, founder and CEO of Clarity AI, said in an interview. Investors “want consistency across the voting world and the stewardship world and the investment world,” she added, and “the fact that we can now tell them you have tools that are consistent across both worlds is actually quite attractive.” For example, changes to requirements regulating European insurers, which go into effect at the end of January, mean a “significant amount” of capital will be released, according to the European Insurance and Occupational Pensions Authority. Policymakers intend for the money to be channeled into investments that support the EU’s strategic priorities, including the green transition, and EIOPA says it will be monitoring for compliance. Mann said it’s clear the United States and Europe are “diverging,” and that means that “we as a firm need to be able to meet clients in both regions where they are.” In the United States, “we’re going to move away from having a house policy,” Mann said. Instead, the company will require that clients develop their own voting policies and recommendations, while Glass Lewis will “provide the appropriate context and research.” That’s where Clarity AI’s data and analytics tools come in, he said. If a client is “really a sustainability-oriented investor, there will be sustainability-centric voting research that they can leverage,” Mann said. And “if they invest in management teams, they’ll get a different research style that’ll go with it.” In Europe, Clarity AI will serve as a platform for extending Glass Lewis’s services, Mann said. “Supplying data without insights only lets you access part of the market overall,” he said. “Providing insights as a layer on top of that expands the number of institutions that can use you as a service provider.”

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9/24/2026

Kobayashi Pharmaceutical Receives Take-Private Proposal from Japan-UK Fund Consortium; Deal Could Reach ¥500 Billion

BigGo Finance (09/24/26)

Kobayashi Pharmaceutical (4967.T) is exploring a take-private transaction, it was revealed on the 24th through interviews with multiple sources. Japan Industrial Promotion Organization, a Japanese investment fund, and UK-based CVC Capital Partners have proposed an acquisition via tender offer (TOB). If realized, the company would pursue management restructuring under fund ownership following the beni koji supplement health hazard issue. Kobayashi Pharmaceutical's market capitalization stood at ¥459.3 billion based on the closing price on the 24th. The total acquisition value could reach approximately ¥500 billion (approximately $3.1 billion). The founding family is also believed to be considering capital participation. The objective of going private is to distance the company from short-term stock market pressures and advance recurrence prevention measures and governance reforms from a medium- to long-term perspective. Since disclosing the health hazard issue in March 2024, the company has been consumed by its response. Chairman Kazumasa Kobayashi and President Akihiro Kobayashi (both at the time), who hail from the founding family, resigned to take responsibility, but Kazumasa continues to be involved in management as special advisor and Akihiro as a director. Meanwhile, investors who are the largest shareholders with over 14% of shares are demanding a break from founding-family influence. If the take-private transaction is completed, the company would be freed from shareholder obligations as a listed company, while negotiations over the buyout price with existing shareholders become a key focus. Kobayashi Pharmaceutical has been advancing product recalls, victim compensation, and a review of its quality control systems in response to the beni koji issue. If the take-private transaction is completed, the company would benefit from reduced disclosure and shareholder-relations burdens associated with maintaining a listing, allowing it to concentrate management resources on restructuring. Take-private transactions of Japanese companies by investment funds have been on the rise in recent years, with cases targeting companies requiring governance reform or business turnaround being particularly notable. The Kobayashi Pharmaceutical case could become a typical example of a long-established company shaken by a consumer issue seeking to rebuild with fund support. The key focus going forward is whether the TOB price carries a sufficient premium for existing shareholders. Many factors will determine the success or failure of the take-private transaction, including investor movements, the founding family's equity ratio, and the board of directors' decision. The company has not issued a formal comment at this time.

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9/24/2026

Knife River Responds to Starboard Value Investment Letter

Investing.com (09/24/26)

Knife River Corporation (NYSE: KNF) said Monday it received a letter from Starboard Value LP and its affiliates regarding the investor’s position in the company. The construction materials company said it first learned of Starboard’s investment on September 22, 2026, and plans to engage with the firm to understand its views, according to a press release statement. Knife River’s board and management said they welcome shareholder input and remain open to constructive dialogue. The company stated it regularly reviews opportunities to create shareholder value and will continue to act in the best interests of the company and its shareholders. The company highlighted its strategy since becoming an independent public company in 2023, which includes optimizing pricing, improving operational performance and capturing efficiencies through its EDGE initiatives. Knife River operates a vertically integrated platform that combines aggregates, ready-mix concrete, asphalt, liquid asphalt, and contracting services. The board expressed confidence in the company's leadership and operating discipline to navigate current market conditions. Knife River said it remains focused on margin expansion, operational excellence, disciplined capital allocation and profitable growth. Knife River is a member of the S&P MidCap 400 index and provides construction materials and contracting services, primarily for publicly funded Department of Transportation projects and private industrial, commercial and residential projects. The press release did not disclose the size of Starboard's stake or the specific contents of the investor's letter to the company.

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9/24/2026

Ethan Allen Defends Itself Amid Escalating Board Battle

TradingView (09/24/26)

Ethan Allen Interiors (NYSE: ETD) filed its definitive proxy statement with the U.S. Securites and Exchange Commission and mailed shareholders a letter ahead of the annual meeting, scheduled for November 4. The company urged holders of record to vote to elect all five of its nominees, including CEO Farooq Kathwari, and to withhold votes from the competing DGB nominees. The company argued that its incumbent directors offer the appropriate experience and continuity to execute the company’s strategy while rejecting claims made by shareholder Doug Bergeron and his DGB Investment group. "Ethan Allen’s Board is advancing a focused plan to restore profitable growth while preserving the capabilities that differentiate the company. DGB is asking shareholders to replace every director before providing a detailed operating plan for executing its proposed transformation," read part of the letter sent to shareholders. The board battle began publicly on August 5 when Bergeron nominated an alternative five-person slate and launched a campaign to change the company's direction. Ethan Allen acknowledged receipt of those nominations and said its board would review them through its governance committee. DGB escalated the contest on September 22 by filing its definitive proxy statement. Bergeron, whose group then reported ownership of approximately 5.2%, formally asked shareholders to elect all five DGB candidates. The campaign centered on the contention that Ethan Allen has suffered from roughly two decades of contraction and from leadership and execution problems, arguing that a reconstituted board could restore growth and create more durable shareholder value. On September 21, Ethan Allen announced an ongoing CEO-succession process, but DGB criticized the move as late and insufficiently specific. Shares of Ethan Allen are down 8.1% on a year-to-date basis. Short interest stands at 11.8% of the total float.

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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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1/16/2027

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

Reuters (01/16/27) Summerville, Abigail

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

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9/29/2026

Nidec’s Unending Turmoil Raises Specter of Breakup or Takeover

Bloomberg (09/29/26) Takahashi, Nicholas; Kiyohara, Mari

Nidec’s (TYO: 6594) prolonged accounting crisis, a potential new ¥1 trillion ($6.4 billion) impairment charge and the replacement of its CEO have triggered a stock rout, making the once-formidable blue chip a much-weakened takeover target after years of turmoil. A writedown of that scale, as reported by a local magazine this week, would mark one of the biggest such charges by a Japanese company. The company announced Tuesday the departure of CEO Mitsuya Kishida, 66, after less than three years on the job. He’ll be replaced by Chief Technology Officer Michio Kaida, 70, effective immediately. With shares falling 20% this week and now worth about one-third of their 2021 peak, the ongoing chaos increases the odds of Nidec becoming a buyout or breakup candidate. Oasis Management already owns 8% of the manufacturer, and has pushed for stronger governance and measures to unlock value. The crisis puts Nidec at risk of joining Olympus (TYO: 7733), Nissan (TYO: 7201), and Toshiba in the ranks of Japanese companies that fell from grace due to management upheaval and weak corporate governance. “The more battered the company, the more attractive it would be as a takeover target,” said Julie Boote, an analyst at London-based research firm Pelham Smithers Associates. “Confidence in management has also taken a beating, so the timing to put a bid in is perfect.” But one potential stumbling block to any deal involving Nidec’s future may be its hard-driving yet tarnished founder, Shigenobu Nagamori, who remains a top shareholder. Nagamori, 82, who built Nidec through aggressive acquisitions and an unforgiving work culture, stepped down as CEO in 2024 — before the first inkling of the accounting scandal that engulfed the company was disclosed the following year. He relinquished his last remaining title at Nidec in February, but still exercises sway at the company through his 8.3% stockholding. Kishida’s departure was announced a day after the Diamond report, which caused Nidec to issue a statement that it was considering changes to leadership and a large impairment charge. The manufacturer is scheduled to restate some of its past results on Wednesday. The smoldering accounting scandal involves Nidec subsidiaries in Italy, Switzerland and China, as well as its automotive inverter business. The company has acknowledged years of improper balance sheet practices, including overstating raw-material and inventory values, misstating customs declarations, booking government grants as revenue and capitalizing labor costs to defer expenses. The Tokyo Stock Exchange has already warned of a potential delisting of its shares if Nidec fails to prove its internal controls have improved. The stock’s recent removal from the benchmark Nikkei 225 and Topix equity indexes has only deepened investor anxiety. “This accounting misconduct issue and the response has taken an extremely long time from the outset, which has repeatedly made me think ’something isn’t right here,’” said Ryoutarou Sawada, a senior analyst at Tokai Tokyo Intelligence Laboratory. “The market wants the company to properly resolve these issues once and for all.” The motor maker’s market value now stands at around ¥2.7 trillion, down from roughly ¥8 trillion in 2021. While the collapse in Nidec’s valuation has lowered the bar for a possible bid by an investor for more control over Nidec’s fate, an outright takeover would still require a considerable amount of money to pull off. Given that a ¥1 trillion impairment would weaken a balance sheet with about ¥1.7 trillion in equity, a leveraged buyout would also be difficult to pull off. One plausible scenario could involve a partial breakup like the one that befell Toshiba after an accounting scandal and Westinghouse’s collapse a decade ago. The Japanese electronics conglomerate sold off its medical unit, then later its prized memory-chip operations to raise cash. Toshiba still faced years of investor pressure over its strategy, governance and asset sales before shareholders ultimately rejected a full split and a Japan Industrial Partners-led buyout took it private in 2023. A Nidec breakup would most likely involve the automotive business, which has seen shrinking profits, while the appliance and industrial, precision-motor, machinery and components divisions remained profitable. Selling, spinning off or restructuring the supplier of car motor parts would help shore up the value of the stronger businesses. Either way, unresolved accounting issues make it difficult for any takeover or breakup action, according to Naoki Fujiwara, a senior fund manager at Shinkin Asset Management. “Unless the impact of this type of accounting fraud becomes somewhat clear, it will be quite difficult for other parties to make a move on them,” he said. Another challenge is Nidec’s classification as a “core sector” company critical to national security and the development of domestic industries under the Foreign Exchange and Foreign Trade Act, with foreign investors required to submit prior notification when acquiring its shares. A big question is how Oasis may seek to shape Nidec’s future. The Hong Kong-based investor, which disclosed its stake earlier this year, has blamed the accounting crisis on a culture distorted by “excessive pressure” and the domineering influence of its founder. Even so, Nidec’s business is “highly competitive and possesses significant growth potential,” Oasis said in March. Its precision-motor technology and entrenched market positions remain attractive to investors, according to Ikuo Mitsui, a fund manager at Aizawa Securities. “If the company can emerge from this as a sufficiently clean organization, there will still be investors drawn to its technology and market share,” he said. Drama has always defined Nidec. During its era of hypergrowth in the two decades prior to the pandemic, revenue doubled around every six years and Nagamori wasn’t shy about telling investors that he knew best how to run the company. He challenged them to fully accept his hands-on management style and strategy, or go away and put their money elsewhere. His relentless quest for growth and streak of acquisitions fueled a rise in Nidec’s market value — making him a billionaire and the company one of Japan’s most respected businesses. Nagamori’s penchant for rolling up smaller companies in the motor-making supply chain impressed investors as he seemed to squeeze out greater profits every year. Even as his age crept beyond 70, Nagamori cast aside a series of executives he groomed to be potential successors, ostensibly after deeming them unworthy of the CEO role. But in 2020, he seemed to have finally settled on a successor, anointing Jun Seki as CEO. But the founder, who remained chairman, soon clashed with the former Nissan executive, calling that choice his “biggest mistake” after ousting Seki in 2022. The following year, Nidec struggled with weak demand for electronics and automotive parts, forcing the company to report a 48% drop in operating profit — a disaster by Nagamori’s exacting standards. In April 2024, Nagamori tapped Kishida, who had led the mobile communications business at Sony Group (NYSE: SONY), to lead Nidec as CEO. The same year, Nidec made a hostile bid for machine tool maker Makino Milling Machine (TYO: 6135), widely seen as a play to recapture some of the old Nagamori merger magic. Nagamori and Kishida abandoned the takeover attempt in May 2025, just a month before the first batch of accounting irregularities emerged.

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9/28/2026

A $120 Billion Gold Drama Hits Denver, and Elliott has a Starring Role

Australian Financial Review (09/28/26) Macdonald, Anthony

Large-cap M&A is part theater, part sport; a battle of corporate strategy and finance wrapped up in the holier-than-thou notion of shareholder value creation, that’s as much about egos and power than anything else. The best ones are dramatic. South African gold giant Gold Fields (NYSE: GFI) has served up a cracker. Already one of the biggest gold miners in Australia, it wants to buy the ASX’s biggest gold stock, Northern Star Resources (ASX: NST), combine their respective West Australian mines, mills and developments, and create a new globally relevant miner worth about $120 billion. While it’s big, what makes it interesting is the drama. Northern Star has underperformed, lost a bunch of executives, has a couple of new directors starting this week, a new chief executive coming on next week, and globally renowned Elliott Investment Management on its tail with a 6.2 per cent stake wanting to make a big bucket of money. The Northern Star/Elliott tensions were supposed to have settled down with the senior management changes, but Gold Fields’ offer could set them straight back off again. Bloomberg leaked news of the bid over the weekend, right ahead of a big annual gold shindig in Denver attended by the world’s biggest miners and their investors. Gold Fields and Northern Star both have speaking slots, and you’d think investors will barely ask them about anything else. Northern Star revealed it had since rejected the bid – it didn’t like the valuation or structure – only for Gold Fields to hit back with its show-stopper. It said combining the two could create $US4 billion to $US5 billion ($5.7 billion to $7.1 billion) in value, shared by both Northern Star and Gold Fields shareholders and mostly stemming from their combined West Australian mines and mills that could be re-routed. The first Northern Star knew about the huge synergies claim was when Gold Fields released its Denver conference presentation late on Monday. If it is accurate – and it’s impossible to know that without due diligence – it is a compelling reason to combine the two companies’ West Australian portfolios, if not the whole lot. You could say they were better prepared for the leak. That synergies number is even more compelling when you consider that gold miners fish in a small pool of institutional investors, and their biggest investors are the same passive funds that buy stock for gold-themed ETFs. They tend to be management team agnostic, and just want the most value for whatever assets their companies own. The $U.S.4 billion to $U.S.5 billion number is pretty fuzzy, but it’s too big to ignore. Gold Fields didn’t explicitly say it, but it seems to revolve around the fact the two companies have eight of the top 20 gold mines in Australia, all within a 280-kilometer radius in Western Australia. Gold Fields said 92 per cent of Northern Star’s Australian reserves were within 100 kilometers of the South African’s processing infrastructure. Ore from Gold Fields’ Agnew, for example, could be processed at Northern Star’s Thunderbox. That synergies number is unique – Newmont/Newcrest Mining, the last big Australian mega-deal, didn’t have anything like it. It will linger in investors’ minds, even if they know to think of M&A synergies claims as guilty until proven innocent, and are warned this one’s got no confidential information or due diligence behind it. Northern Star chairman Michael Chaney called the bid opportunistic, while Gold Fields said its interest pre-dated Elliott’s arrival and followed six months of talks. Both can be true. Chaney, advised by Goldman Sachs (NYSE: GS), pretty quickly rejected the offer. But what we now have is a starting price – JPMorgan (NYSE: JPM)-advised Gold Fields offered $27 a share – and a stirred-up investor in Elliott that has been pretty forward about its intentions to see Northern Star sold to create value from the start. Elliott was quick to tell Northern Star to engage. It would be cleaner for Gold Fields if Elliott wasn't on the scene, but it could be helpful that it is. Its pitch is that Northern Star has lost a lot of executives, has grown to a scale where it is dealing with projects and capital decisions that are much bigger than it is used to, and it doesn't have the bandwidth to deal with it. Gold Fields will try to make Northern Star investors doubt their company's ability to turn around operational performance and make the most of a strong gold price. Gold Fields submitted its bid a fortnight ago, giving Northern Star two weeks to address it ahead of the Denver conference. Gold Fields would have offered a mix of shares and cash, leaving Northern Star with one-third of the combined group and Gold Fields investors with the rest. While the Western Australia synergies are the easy bit to understand, Northern Star has concerns about Gold Fields’ South African and Ghana mines and whether investors want the “jurisdictional and operational risks.” Northern Star also wants to give incoming CEO Suresh Vadnagra the chance to start the turnaround and potentially get the share price to $30, to sell to Gold Fields at $40. While Chaney’s the sort of chairman to try to take the heat out of an M&A battle, this one promises to be spicy. It’s another reminder that when big investors like Elliott turn up, action follows – whether courted, warranted or not. Putting Gold Fields and Northern Star together would create the second-biggest gold producer globally based on 2025 production numbers and the largest producer in Australia by far, according to Citi (NYSE: C) analysts. It would be a shame for the ASX to lose Northern Star, an ASX 20 member, so soon after losing Newcrest. Gold Fields said it would seek an Australian listing to do the deal, similar to Newmont/Newcrest. However, some of Northern Star’s stock would be lost to Gold Fields’ more liquid listing in New York.

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9/27/2026

‘A Lot of Value to Be Created’: Elliott Investment on Northern Star

Australian Financial Review (09/27/26) Wembridge, Mark

Elliott Investment Management, which owns 6.24% of Northern Star Resources (ASX: NST), appears to have reached a more cooperative relationship with the gold miner after months of public disagreement. Two directors backed by Elliott, former Anglo American CEO Mark Cutifani and mining executive Peter Rozenauers, have joined Northern Star’s board, while CEO Suresh Vadnagra is due to start in October and chairman Michael Chaney is set to step down in November. Elliott has argued that Northern Star is undervalued and has criticized its operational performance and repeated guidance misses. The hedge fund is pressing the company to improve returns, potentially sell non-core assets and has previously raised the possibility of a broader company sale. Northern Star has also acknowledged receiving takeover approaches but has declined to pursue them. The article compares Elliott’s campaign with its earlier involvement at Suncor Energy (NYSE: SU), where board and leadership changes accompanied efforts to improve operational performance; Suncor CEO Richard Kruger said Elliott became less interventionist after management demonstrated measurable progress. Elliott has also previously campaigned at BHP. Northern Star’s key priorities now include integrating its new Super Pit processing mill and evaluating the potential development of the Hemi gold resource. The company says it remains aligned with Elliott on the objective of improving long-term shareholder returns, while maintaining that management runs the business and the board oversees it.

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9/25/2026

Motorola Solutions CEO Greg Brown Offers Rare Insight Into Two Decades of Transformation on the CEO Signal

The Critical Communications (09/25/26)

Greg Brown, Chairman and Chief Executive Officer of Motorola Solutions (NYSE: MSI), has given a rare long-form interview to The CEO Signal, the leadership series from Semafor presented by PwC and hosted by former U.S Secretary of Commerce Penny Pritzker and Andrew Edgecliffe-Johnson. In the 45-minute conversation, Brown reflects on nearly 19 years at the helm of the company, discussing its reinvention as a public safety and defense technology leader, its acquisition strategy, his relationships with activist and private equity investors, and his vision for the future of public safety. Brown, one of the longest-serving chief executives in the United States, described the separation of Motorola as a matter of necessity rather than courage. On taking office, he found the company losing between 350 and 400 million dollars per quarter, driven entirely by its mobile phone business. "Had we not made the decision to split and exit that business, there would not be an interview today," he said, adding that the company was an estimated 18 months to two years from bankruptcy at the time. He characterized today's Motorola Solutions as a public safety, national defense and enterprise security company, built on what he described as a jewel buried within the former Motorola: the mission-critical systems, devices and software relied upon by police, fire and emergency medical services. Brown identified this as the only part of the business with a genuine competitive moat, and the foundation on which the company has since grown. Acquisitions have been central to that growth. Motorola Solutions has completed more than 60 acquisitions under Brown's leadership, the largest being Silvus Technologies, valued at approximately 4.5 billion dollars and potentially rising to five billion dollars subject to an earn-out. Brown stressed that the acquisition was not an entry into the drone device market, but a move into drone infrastructure through mobile ad hoc networking, noting that many drones deployed in Ukraine are powered by Silvus technology. He confirmed that Motorola Solutions intends to close the acquisition of a counter-drone infrastructure company before the end of the year. Brown explained that acquired businesses such as Silvus are deliberately allowed to operate with a high degree of autonomy, benefiting from Motorola Solutions' balance sheet, purchasing scale and manufacturing infrastructure while retaining their talent, culture and intellectual property. Back-office systems are migrated gradually over approximately 24 months. For major decisions, Brown applies a simple test, asking whether he feels "relief or regret" after the fact. The interview also offers an unusually candid account of the pressures of leadership. Brown described how investors Carl Icahn and ValueAct, and later private equity firm Silver Lake, shaped his approach, encouraging him to think "like an owner, not a manager." He recounted a period when the board, under pressure from ValueAct, instructed him to explore a sale of the company, a process that ultimately found no buyer but led to Silver Lake's investment and a decade-long presence on the board. Brown also revealed that he came close to resigning on more than one occasion, and credited his wife Anna and son Troy with persuading him to stay and fight for his convictions. Looking ahead, Brown outlined how land mobile radio is evolving into multimedia, broadband-enabled systems, alongside AI-assisted translation and transcription in 911 call handling and the growth of Drone as First Responder programs. He anticipated greater deployment of unmanned systems to reduce risk to first responders and military personnel, but drew a clear line on autonomy. "Anytime where you have a life-threatening decision that has to be made in seconds, I don't think a system should independently make that," he said.

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9/25/2026

Charles River Laboratories Targets $300 Million in Savings Through AI Tools, Automation

Boston Business Journal (09/25/26) Baratham-Green, Hannah

Charles River Laboratories (NYSE: CRL) is entering a new era. The Wilmington-based contract research organization has navigated a shareholder whose pressure prompted a strategic review and a number of changes, including a board shakeup, the sale of several businesses and site closures. Then at the start of 2026, longtime CEO Jim Foster announced he would retire after more than 30 years leading the company. Foster is the son of company founder Henry Foster, who started Charles River in 1947 to meet the local need for laboratory animal models. For the first time, Charles River is being led by someone outside the founding family. But new CEO Birgit Girshick is a longtime member of Charles River herself — she has been with the company for nearly half of its existence. Now Charles River executives are laying out a new plan for how the company will move forward and drive profitable growth. One part of that new vision involves modernizing the 79-year-old company. Charles River said on Thursday that it plans to generate over $300 million in cumulative savings from 2027 through 2030. The savings will come from simplifying processes and increasing automation and digital enablement. Company officials said by expanding the use of AI-assisted digital tools, Charles River wants to improve operating efficiency, reduce drug development timelines and boost client satisfaction. Executives also called out areas Charles River where making investments, namely bioanalysis, in vitro testing and related scientific solutions. The company said those investments will help strengthen its scientific portfolio. Finally, Charles River is also prioritizing how it can improve its customers’ experience. The company said it is expanding its Apollo cloud-based platform. Charles River said this platform already helps more than 18,000 client users through its scientific decision-support and e-commerce capabilities. The platform was recently expanded to also support manufacturing solutions’ clients. Charles River said Thursday that “through these initiatives and disciplined capital deployment, the Company intends to reinforce its leadership position in early-stage drug development with comprehensive regulated testing capabilities across the R&D continuum.”

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9/17/2026

Editorial: The SEC’s Big and Welcome Proxy Reform

Wall Street Journal (09/17/26)

The Wall Street Journal editorial board says, "U.S. Securities and Exchange Commission (SEC) Chairman Paul Atkins on Wednesday issued a one-two punch to government pension funds and proxy advisory firms. The agency moved to exit the political business of deciding which shareholders resolutions companies must put up for a vote. Imagine that—a regulator relinquishing power. Mr. Atkins’ proposed reform would return regulatory authority over shareholder resolutions to the states, where it resided before the agency arrogated the power to itself some 80 years ago. His deregulation would empower states to write their own rules regulating shareholder proposals for businesses incorporated within their borders, as Texas has recently sought to do. The 1934 Securities Exchange Act makes it illegal to solicit a proxy “in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.” The law was intended to give the SEC power to regulate disclosures to protect investors, not to play referee. Yet the agency has since invoked the law's broad language to determine which shareholder proposals companies must include on proxy statements. The result: A “mother may I?” process in which companies were effectively required to seek agency permission to exclude proposals that interfere with their day-to-day management, violate state corporate laws or are economically irrelevant. Companies risked government enforcement action if they didn't follow SEC direction. As the SEC's proposed rule this week says, shareholders often use resolutions “to gain leverage in negotiations with company management or to secure private benefits from such negotiations.” The Biden SEC declined company requests to exclude environmental, social and governance (ESG) resolutions, giving progressives more leverage. These activists often hire proxy advisory firms to help them “engage” with—i.e., bully—companies. One half of the U.S. proxy duopoly, Institutional Shareholder Services, advertises that it helps investors “engage with companies that have failed to prevent or address serious social or environmental controversies in violation of established norms and expectations.” Companies often adopt some of these demands to avoid costly proxy and legal fights. Most shareholder proposals are rejected, and the SEC notes that only 11% of those that were ultimately voted on last year received majority shareholder support. But companies must still spend to oppose them and rebuff misinformation by proxy firms. Conservatives have begun to copy the ESG crowd's playbook with resolutions demanding that companies resist liberal pressure and policies. The Heritage Foundation last year sued Airbnb (NASDAQ: ABNB) for not including its proposal calling on the company to consider the legal risks of politicized divestments. Airbnb agreed to put the proposal on this year's ballot, and shareholders rejected it. Mr. Atkins is right to get the SEC out of arbitrating such political fights and devolve regulatory authority to states. Among other business law reforms, Texas last year passed legislation that lets companies incorporated in the state exclude resolutions if proponents don't own at least $1 million, or 3%, of voting shares. Such reforms are one reason Tesla (NASDAQ: TSLA), Coinbase (NASDAQ: COIN), and Dell Technologies (NYSE: DELL) have reincorporated in Texas. With the exception of the Lone Star State, “no State has adopted legislation governing shareholder proposals in more than 80 years,” the SEC says. Maybe now others will do so to compete with Texas for business."

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9/16/2026

Activism Update: Fewer Proxy Contests, More AI-Focused Themes

Skadden (09/16/26)

The first half of 2026 provided no respite for boards from activist demands, as this was the busiest first half on record for shareholder activism in the United States. According to FactSet data, there were 71 new campaigns at U.S.-incorporated companies, narrowly surpassing last year’s first half and well above the five-year average over the same period.1Informed Board Open Book Display Micro- and small-cap companies remain the most common targets, but no company is immune. While companies valued below $2 billion accounted for 62% of U.S. campaigns in H1 2026, mid-caps ($2 billion to $10 billion) accounted for 25% of all U.S. campaigns, and large- and mega-cap companies still accounted for roughly one in eight campaigns. Technology was the most targeted sector by a wide margin during H1 2026, accounting for nearly two-fifths of U.S. campaigns, with consumer/retail second at just over a fifth. Together, the two sectors accounted for close to 60% of all U.S. activism campaigns. While most campaigns remain focused on M&A, capital allocation and portfolio optimization, nearly 30% of U.S. technology campaigns in H1 2026 featured an AI angle, and the theme appeared in roughly one in six U.S. campaigns overall. Most often activists claimed that a company is not moving fast enough to leverage or capture the benefits of AI, such as using AI to unlock cost savings, improve productivity and accelerate growth. At other times, activists argue that a company is not sufficiently communicating its AI-related efforts to investors and the market at large. The number of U.S. contests that went to a shareholder vote in H1 2026 declined sharply from prior years, and nearly all board seats were obtained by activists without a vote. Just four U.S. campaigns reached a vote in H1 2026, less than half the prior-year figure, and activists won just a single seat in those four contests. Still, activists secured some 50 board seats, mostly through negotiated settlements. Activists also obtained other concessions from boards through informal settlements, typically relating to business reviews, share repurchase programs or leadership changes. As we discussed in an April 2026 article, “Should Boards Be Wary of Informal Settlements With Shareholder Activists?” these can provide a cost-effective resolution for both sides, but the downside is that the company does not gain contractual protections. Activists are increasingly launching off-cycle pressure campaigns, leveraging sophisticated multimedia and digital strategies, that are no longer tied to traditional annual meeting timelines. Activists can often obtain commitments from boards that wish to avoid extended public pressure campaigns that can disrupt a company’s business operations, instead of launching full proxy election contests. On July 9, 2026, the U.S. Securities and Exchange Commission (SEC) staff issued interpretive guidance that could materially constrain the ability of certain activists to raise funds to launch activist campaigns. Based on the new guidance, where a special purpose vehicle (SPV) is formed to acquire securities of a specific company and run an activist campaign there, and investors in the SPV are told in advance of both that purpose and the target’s identity, the staff now takes the view that the identity of the investors must be disclosed in any Schedule 13D (reporting more than 5% ownership) the SPV must file with the SEC. Similarly, where the SPV is formed to finance a proxy solicitation to change the board’s composition and investors receive the same advance notice, each investor contributing more than $500 is treated as a “participant” in the solicitation, and information about them must also appear in any proxy statement filed by the activist with respect to the target. This new guidance is likely to impact smaller and mid-sized activist funds that rely heavily on SPVs to build outsized positions separate and apart from their core diversified investment funds. Since many investors who back these vehicles demand anonymity, they may decline future investment opportunities if there is any risk that they might be identified in a public filing, potentially causing a temporary downshift in activity by these smaller activist funds. The proxy advisory landscape is fragmenting as proxy advisory firms have increasingly come under attack by regulators. A December 2025 executive order directed the SEC to review and consider revising or rescinding proxy advisor rules and guidance to assess whether proxy advisory firms should register as investment advisers, and to have the staff examine whether investment advisers that follow proxy advisor recommendations on non-pecuniary factors are acting inconsistently with their fiduciary duties. In addition, in August 2026, the U.S. Department of Justice’s Antitrust Division withdrew a 1987 business review letter that protected proxy advisory firm Institutional Shareholder Services (ISS) from antitrust enforcement, citing antitrust concerns about ISS’ and Glass Lewis’ potential to shape corporate governance policies. Amid this unfriendly regulatory climate, Glass Lewis has announced that it will eliminate its standard benchmark voting recommendations in 2027, moving to recommendations built on client-specific investment philosophies. Three other factors could also contribute to making votes less predictable: The “Big Three” institutional investors have split their stewardship divisions, raising the prospect of split votes within one institution; They have also expanded their pass-through voting programs allowing their underlying investors to direct voting decisions instead of the firms' stewardship teams; JPMorgan (NYSE: JPM) and Wells Fargo (NYSE: WFC) announced they were cutting ties with their proxy advisory firms, preferring instead to make voting decisions with the aid of AI tools. As a result of this potential unpredictability, boards may need to expand their shareholder communications to reach a larger audience, engage earlier and more precisely with significant shareholders and tailor communications to investors' differing priorities.

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9/15/2026

Hoban's Insatiable Appetite: Group Founder Targets Korean Air

Korea Times (09/15/26) Min-hyung, Lee

Kim Sang-yeol, founder and former chairman of Hoban Group, has built the company into one of Korea’s most aggressive investors, with his latest bet on Korean Air (KRX: 003490) bringing Hoban's Hanjin KAL (KRX: 180640) stake nearly level with that of the airline's controlling shareholder. Hoban Group has so far amassed a 20.15% stake in Hanjin KAL, the parent company of Korean Air, putting it just 0.42 percentage point behind Hanjin Group Chairman Cho Won-tae and his related parties, which collectively own 20.57%. That narrow gap puts Kim in a position to challenge the balance of power at Korea's flagship airline — particularly if Korea Development Bank (KDB) decides to sell its 10.58% stake. The state-run bank has yet to decide how to sell its stake in Hanjin KAL. The decision may determine who holds the upper hand in the management rights for the integrated airline that is scheduled to launch on Dec. 17 following Korean Air's takeover of Asiana Airlines (KRX: 020560). Hoban has expanded far beyond its housing construction roots through a string of acquisitions and investments, including Taihan Cable & Solution (KRX: 001440) and Seoul Shinmun Daily. Although Kim stepped down as chairman, his name remains inseparable from Hoban’s aggressive expansion strategy. Hoban started joining the race to acquire the management rights for Hanjin KAL in March 2022 by buying 9.4 million shares, or 13.97%, from KCGI for 564 billion won ($420 million). Hoban has since continued accumulating shares to the current level by injecting around 878.2 billion won. Hoban Group has disclosed that its investment in Hanjin KAL is intended "solely for investment purposes," and remained publicly silent on any plans to officially seek management participation. Given Hoban Group’s continued accumulation of shares and the size of its investment, however, its explanation does not appear entirely convincing. Many market observers believe that seeking management participation may ultimately be part of Hoban’s core strategy. Hoban has not launched a management challenge and did not oppose Cho's reappointment as an inside director at Hanjin KAL's shareholders' meeting in March. But closing the stake gap with the controlling family to less than half a percentage point comes as an apparent management challenge to the current leadership of Korean Air. The state-run bank received its 10.58% stake after injecting 500 billion won into Hanjin KAL in 2020 to support Korean Air's acquisition of Asiana. KDB has no obligation to sell immediately after the two airlines' integration and has said it will consider its exit based on market conditions. But the method of the sale could matter more than the timing. If KDB sells its entire stake to Hoban, the firm’s ownership would jump to 30.73%. That would instantly turn Hoban into a much more formidable force and make it difficult to dismiss the group as merely a financial investor. A fragmented sale would have the opposite effect. Selling the shares in blocks to institutional investors could dilute Hoban’s influence, while giving Cho more time to consolidate his own shareholder base. Cho has powerful allies. Delta Air Lines (NYSE: DAL) owns 14.9%, while LX Pantos owns 3.83%. Funds affiliated with Daishin Asset Management and Eugene Asset Management hold another 9.06% combined. Chances are their holdings can give Cho a substantial cushion in any shareholder contest. Japan Airlines (JAL) (TYO: 9201) has also entered the race. JAL announced a strategic partnership with Korean Air earlier this month and acquired shares in Hanjin KAL, although the amount and purchase price were not revealed. That could prove significant if the ownership battle intensifies. JAL has not been confirmed as a voting ally of Cho, but its arrival gives the Hanjin side another potential strategic partner just as KDB’s exit looms. “Given that Cho’s friendly shares currently far exceed Hoban Group’s stake, the latter is unlikely to significantly affect management control of Hanjin KAL,” an industry official said. “However, the key will be whether Hoban Group moves to acquire additional shares or changes the stated purpose of its investment in Hanjin KAL.” Kim has several options at his disposal. He could buy KDB’s stake, and challenge Cho for a role in joint management. Another possible scenario is that he may negotiate a sale of Hoban’s stake at a premium, even if the company fails to gain management control.

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9/14/2026

Ex-Unilever Boss Takes Swipe at Activist Investors

The Times (London) (09/14/26) Taylor, Guy

Unilever’s (NYSE: UL) former chief executive Paul Polman has hit out at activist investors who push for corporate break-ups, months after the consumer goods giant announced plans to demerge its $44.8 billion food division. The Dutch businessman, who led Unilever from 2009 until 2019, argued that all investors who push for carve-out deals are motivated by short-term profit, adding that these can sometimes amount to a form of “financial manipulation.” “There’s not one activist investor or one shareholder that is shouting to split up because they want to build long-term value,” he said. “They’re trying to create some short-term value for themselves.” His comments will be taken as a thinly veiled slight against Nelson Peltz, the American hedge fund magnate who was a key force behind Unilever’s food deal in March. The billionaire holds a seat on the company’s board and had been pushing for change since his Trian fund first built a stake in 2022. “If you’re in a position of strength, you can handle [the pressure]. If you’re in a position of weakness, you tend to give in. That has been the sad story of many companies in the history of mankind,” Polman, who famously fended off a £115 billion hostile takeover bid from Kraft-Heinz (NASDAQ: KHC) in 2017, told the Times. Unilever’s mega-merger will see its food division — which is behind brands including Marmite, Hellmann’s mayonnaise and Knorr stock cubes — spun out and combined with McCormick (NYSE: MKC), the U.S. spice and sauce maker. Unilever has described the deal as a “growth-led separation.” However, the shares initially fell sharply and it has prompted a backlash from certain shareholders who will be denied a vote. “You can have any PR department spin anything you want. What really counts is how you create real value and not give in to the financial manipulation that unfortunately has crept into too many parts of the financial market — it has not worked for most companies,” Polman said, adding: “Very few that we can celebrate as successes were behind a strategy of share buybacks, or special dividends or splitting companies.” This year Terry Smith, one of Britain’s best-known stockpickers, ditched his entire holding in Unilever, accusing the FTSE 100 group of abandoning a “promised operational focus in favor of activist-driven break-ups.” He later claimed to have been misled over the deal, adding that it had “all the hallmarks of Nelson Peltz.” Fernando Fernández, the current Unilever chief executive, has defended the strategy, arguing that the company had been an “inconsistent” performer in the past and that in the long run it would “create a lot of value.” He is spearheading the company’s pivot to home, personal care and beauty, believing that this side of the business, which houses brands such as Dove soap and Axe deodorant, has outperformed the market in recent years. While Polman refrained from directly criticizing the McCormick transaction, he argued that the act of spinning off was not in and of itself value creation. “It only creates value if it ends up with people that know how to better manage these businesses, or if the remaining business you have is better managed. I think looking at the Unilever share price and looking at the reactions from the market behind these spin-offs, that question is not fully answered. Perhaps history will tell us.” Polman, a veteran of the consumer goods industry, oversaw a 150% rise in Unilever’s share price during his decade in charge. His departure came just months after an investor rebellion forced the company to abandon plans to consolidate its headquarters in Rotterdam over London. He previously described his fight against Kraft-Heinz as a “near-death experience.” Polman, who worked at both Procter & Gamble (NYSE: PG) and Nestlé (OTCMKTS: NSRGY) before Unilever, has long been regarded as an advocate of sustainability and longer-term thinking in business. He is co-founder and chair emeritus of Imagine, a group of business leaders focused on climate change and inequality. Unilever and Trian declined to comment.

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9/11/2026

South African Boards Court Investors as Pay Votes Become Binding

Bloomberg (09/11/26) Kew, Janice

South African companies are increasing engagement with shareholders ahead of annual general meetings after changes to the Companies Act gave investors greater power over executive pay. The amendments, effective in May, replaced advisory remuneration votes at listed companies with binding shareholder-approval requirements. Public and state-owned companies must now secure ordinary-resolution approval for their remuneration policies, while remuneration committee members face re-election consequences if shareholders reject annual remuneration reports. Mr Price Group (JSE: MRP) provided an early test, engaging investors representing more than 67% of its shares before its September AGM. Although both remuneration resolutions passed, more than a third of votes opposed its pay policy, up from about 26% the previous year. Shareholder concerns focused on performance-measure weighting and disclosure of strategic targets for short-term incentives. The new rules are prompting companies to begin earlier, more structured discussions with investors, although some engagement remains defensive, involving additional meetings and disclosures without major changes to incentive structures. Companies must also provide greater disclosure about the pay gap between their highest- and lowest-paid employees. The changes could lead to adjustments in compensation structures when boards face sustained shareholder opposition. However, investor engagement alone may not guarantee agreement over executive pay. The binding votes increase the consequences for boards, particularly because a second consecutive rejection of a remuneration report bars eligible non-executive remuneration committee members from serving on the committee for two years.

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9/8/2026

How the Passive Boom Gave ASX Loudmouths a Megaphone

Australian Financial Review (09/08/26) Macdonald, Anthony

The irony in the decline in active Australian equities is that the fewer voices there are out there, the louder they get. A decade ago, an active fund manager that spoke for 2% or 3% of a company would not be a top-five investor and would struggle to be in the top 10. They were irrelevant in important shareholder votes. Now, 2% or 3% buys you a seat at the table. It’s a front-row seat for the 2% or 3% that’s willing to talk about it – like Perpetual was at Origin Energy (ASX: ORG) three years ago, the non-deal that still haunts Australian M&A. Share registers are now so thin that even ASX 50 companies struggle to have more than a handful of chunky active investors, which rockets anyone with a half-decent stake up the list. If it’s a half-decent stake and the individual fund manager works (or worked for) a shop that helped recapitalize a company during the pandemic or financial crisis, the view seems to be worth even more. It has led to a material change in Australian M&A, according to Goldman Sachs (NYSE: GS) head of M&A Marissa Freund, a top managing director in the investment bank’s Sydney office. It’s because of the proliferation of passive and quant funds – from about one-quarter of a typical ASX-listed large cap to one-third in the past decade – and retail and big super’s appetite for ETFs and/or benchmark-hugging. “The number of active voices who have strong views around fundamental value are diminished,” Freund said at the M&A Conference in Sydney on Tuesday. “What that means is fewer voices, which means fewer people have outsized voices, which sometimes they want to use, sometimes they’re not willing to use, but it’s changed the influence they have on our companies.” Freund is talking about M&A and M&A votes – cases such as Origin – but we’d say it equally applies to investor consultation on remuneration structures, capital allocation and personnel changes. Her colleagues in equity capital markets would definitely see it when it comes time to raise capital, which has opened the door for active risk-takers such as Regal Funds and the big American pod shops to dominate underwriting syndicates. There’s a big business in dealing with the investor, or just plain active shareholders Freund is talking about – dealing with these shareholders is one of the few new products investment banks have been able to sell in the past decade. Sometimes it is out-and-proud investors like Northern Star’s mates Elliott Management, while other times it is bread-and-butter investors like Perpetual. The big lesson from Origin is that no active investor is irrelevant. Yes, AustralianSuper had the big stake that blocked the deal, but Perpetual's willingness to stand up was meaningful – and certainly not “irrelevant” as bankers were trying to say at the time. Freund says boards need to be more willing to engage with activists earlier – and address their concerns. “We're naturally very conservative as a market,” she says. “But maybe we need to be willing to talk before everything is buttoned down and explain why things make sense.” It's a good example of how the rise of passive and quant-like investing is changing power in Australian capital markets, and sometimes in unexpected ways. Another is sell-side analyst earnings estimates – the sell side is much smaller and more junior than it was a decade ago, and yet their numbers are piling straight into quant models and arguably moving stock prices more than ever.

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9/3/2026

Commentary: Elliott Is Back Yet Again With Hedge Fund Activism 101

Bloomberg (09/03/26) Hughes, Chris

Chris Hughes, Bloomberg Opinion columnist, says, "Elliott Investment Management doesn’t need to come up with new ideas to make money. The U.S. hedge fund holds so much sway that it can just throw its weight behind a worry already circulating among investors and be the force that makes a company take it seriously. Its latest such opportunity is thwarting an unpopular $255 billion merger between Deutsche Telekom AG (DTE.DE) and T-Mobile US Inc. (NASDAQ: TMUS). Deutsche Telekom already owns 54% of T-Mobile, a stake accounting for around two-thirds of its €140 billion ($163 billion) market capitalization. It’s mulling buying the rest to create a global telecoms behemoth, Bloomberg News reported in April. That revelation sent shares in both firms falling. The German suitor’s investors were likely fretting that their company would have to pay a premium to win over T-Mobile’s minority shareholders, who in turn appeared concerned that their all-American investment would be sullied by exposure to Europe. Elliott has taken a sizable position in Deutsche Telekom and indicated that it should ditch the merger plan, Bloomberg News revealed this week. Instead, in typical Elliott fashion, it wants the company to buy back its own stock. As an activist trade, the logic stacks up. Elliott needs large prey to make best use of its $80 billion fund, hence it is also targeting France’s Air Liquide SA (AI.PA). Deutsche Telekom is a large cheap stock with upside. The consensus analyst share-price target is nearly 30% above its current level, according to forecasts compiled by Bloomberg. Suppose management casually expressed a lack of interest in a T-Mobile deal in response to questions at the next results meeting. Maybe the shares could then start to power their way higher. Elliott is pushing on an open door. Dealmaking may be in vogue among chief executives but not among shareholders. A bad market reaction recently terminated a possible transatlantic tie-up between drugmakers AstraZeneca Plc (NYSE: AZN) and Bristol-Myers Squibb Co. (NYSE: BMY). A slew of consumer deals at the beginning of this year punished the buyers’ stock prices. Investors want focused management, and easy-to-understand companies. This particular merger looks especially hard to implement. The idea has one solid thing going for it: The combined company would be in a better position to pursue U.S. consolidation than T-Mobile is today. As things stand, any takeovers funded with T-Mobile shares might dilute Deutsche Telekom’s controlling stake. Full unification would fix that and potentially bring some modest financial benefits if the combined firm domiciled itself in a low-tax jurisdiction. But T-Mobile’s minority holders could block a deal unless they were offered a premium for their shares. This being a cross-border tie-up, it’s hard to see the concrete cost savings that would justify Deutsche Telekom paying such a top-up. Both sets of shareholders would be concerned about a “conglomerate discount” creeping into the stock. The German state’s dominant stake in Deutsche Telekom would also be diluted. Perhaps Elliott is fulfilling a useful function as the investor that catalyzes resentment toward empire-building bosses and puts the kibosh on their plans. But not doing a deal would still leave an awkward status quo for both firms. T-Mobile shares had fallen nearly 30% from their 2025 high before Deutsche Telekom’s ambitions emerged, and there were fears about its ability to cope with an increasingly competitive U.S. broadband market. The German controlling stake does complicate any future dealmaking by the American firm. Deutsche Telekom Chief Executive Officer Tim Hoettges was thinking about his company’s global position over the next decade rather than the stock price this year, and that’s what he is paid to do. But shareholders are risk averse, activists are good at monetizing their caution and bosses serve at their pleasure."

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9/3/2026

Shareholder Activism Is Booming and Boards Should Be Worried

Forbes (09/03/26) Osman, Jim

Shareholder activism is having its busiest year on record, but the number of campaigns is not what interests me most. Lazard (NYSE: LAZ) counted 184 new campaigns globally in the first half of 2026, up 20% from a year earlier and 38% above the five-year average. More revealing is what activists are asking companies to do. Capital-allocation demands appeared in 39% of campaigns, versus 23% historically. M&A featured in 40%, while strategy-related demands have more than doubled their historical share. The modern activist is increasingly asking the question every board should already be asking itself: what return are we earning on the next dollar? Having spent more than three decades around special situations, including sitting on the activist side myself, I have come to believe most campaigns begin long before the public letter arrives. They begin when shareholders lose confidence that management will allocate capital intelligently. A company does not have to be broken for that to happen. Some of the most interesting activist situations involve excellent businesses producing mediocre returns because of the structure around them. Cash may be trapped. Acquisitions may have destroyed value. A division may not make strategic sense inside the parent. Margins may sit well below an obvious peer for years without a convincing explanation. Eventually someone asks why. That is increasingly what shareholder activism looks like in 2026. The old caricature of activism was straightforward: buy a stake, criticize the board, demand a few seats, and prepare for a proxy fight. Board change still featured in 35% of campaigns during the first half, according to Lazard, but capital allocation and M&A appeared even more frequently. I think that shift matters because boards can often address a governance complaint relatively easily. If a director has served too long, change the director. If the compensation is poorly designed, it may be beneficial to consider revising the package. It gets considerably harder when an investor asks why a division earns 6% on capital while the core business earns 20%, why management wants to make another acquisition after the last one failed or why billions of dollars remain trapped on a balance sheet while the stock trades at a persistent discount to its peers. Those are not governance questions. They are questions about judgment. Elliott’s reported involvement with Air Liquide (AI.PA) is a particularly relevant current example. Air Liquide is hardly a broken business. It is one of the world’s leading industrial-gas companies and sits in front of attractive long-term demand from semiconductors, energy, and AI-related infrastructure. Yet Elliott has reportedly built a position while pushing for better profitability. Air Liquide’s operating margin sits around 21%, compared with roughly 30% at Linde, while Linde has also returned significantly more capital to shareholders. The activist argument is not that Air Liquide is a bad company. It is that a strong company may be capable of much better economics. That should draw the attention of boards everywhere. A collapsing stock price is no longer required to attract an activist. A persistent gap between what a business earns and what somebody believes it could earn may be enough. The technology numbers in Lazard’s report may be the most important part of it. Strategy-related demands appeared in 46% of technology campaigns during the first half of 2026, with AI increasingly part of the discussion. That makes sense. For much of the AI boom, investors rewarded companies for making bigger commitments. More chips, more data centers, more power, more models, and more capital spending showed that management understood the size of the opportunity. The four largest U.S. hyperscalers have been on course to spend extraordinary sums on AI infrastructure. Once capital commitments reach hundreds of billions of dollars, however, AI stops being simply a technology strategy. It becomes a capital-allocation decision. The question then changes. Investors stop asking how much a company is spending and start asking what it earns on that spending. An activist does not need to believe AI is a bubble to question economics. The argument can be much narrower. Should the company own all this infrastructure? Is utilization high enough? Could a partnership deliver the same capability with less capital? Is management paying an acquisition price that assumes every optimistic AI forecast comes true? Is the return on incremental computing exceeding the cost of capital? Those are normal investment questions that temporarily became unfashionable because AI was treated as strategically essential. They are coming back. The first phase of the AI boom rewarded the size of commitment. The next phase may reward the return on that. For management teams that have spent several years defending almost any AI expenditure as strategically necessary, that change in scrutiny could become uncomfortable. Japan provides perhaps the clearest evidence that the current activism cycle is structural rather than simply the product of a strong market. Lazard counted 52 campaigns there during the first half of 2026, up 53% from a year earlier. Japan alone accounted for 29 campaigns involving capital-allocation demands, more than twice the number in the first half of 2025. Japanese companies have also faced a record number of activist shareholder proposals as pressure from the Tokyo Stock Exchange and changing domestic attitudes toward shareholder returns make excess cash, cross-shareholdings, and underperforming assets increasingly difficult to defend. There is a broader pattern here that I think investors should remember. Japanese stocks have looked statistically cheap before. Plenty of companies spent years trading below the value of their assets or sitting on large cash balances without doing much about it. Cheap can stay cheap for a very long time. What changes the investment is when someone finally has both the ability and the incentive to act. That is the principle I wrote about in Price Catalysts. Value without a mechanism for recognition can remain trapped for years. Activism can provide that mechanism because it turns an academic argument about what a company could be worth into a live debate about what management should actually do. I have never viewed activism simply as confrontation. At its best, it forces a dormant capital-allocation problem into the open. For investors, the more useful question is whether they can identify those problems before an activist shows up. By the time a large fund files a stake, sends a public letter, and starts appearing in the financial press, much of the easy work has already been done. At The Edge, we spend a lot of time looking for the conditions that tend to create that pressure: excess cash, conglomerate structures, obvious margin gaps, divisions that could be worth more outside the parent, poor acquisition records, and inappropriate leverage and management incentives that no longer appear aligned with shareholders. None of those guarantees an activist arrives. They can tell you where the conditions are forming. When we became involved with Dine Brands (NYSE: DIN), I was never particularly worried about whether people would continue eating at Applebee’s and IHOP. The more important question was whether the company’s capital allocation, leverage, and structure were allowing the underlying franchise economics to reach shareholders. A perfectly viable operating business can still be wrapped in a structure that produces disappointing shareholder returns. Fix the structure, change the capital allocation, or force management to confront the gap, and the security can look very different without the restaurants, factories, or products changing much at all. The fact that experienced activists are becoming more prolific reinforces this view. Lazard found that 30% of activists launched multiple campaigns during the first half, compared with 23% a year earlier. The larger firms are not randomly searching for companies to criticize. They have built repeatable playbooks around patterns they have seen before. Investors can search for the same patterns. A persistent margin gap rarely stays invisible forever. Neither does excess cash, unnecessary complexity, nor an acquisition strategy that repeatedly earns less than the company's cost of capital. At some point management fixes it, the market forces the issue, or somebody buys enough stock to make the conversation impossible to avoid. That is why the record campaign count is almost secondary to me. What matters is that boards are being given less latitude to describe an acquisition as strategic, an AI budget as necessary, or excess cash as flexibility without showing shareholders what return those decisions are producing. Shareholder activism is increasingly becoming the market's external audit of capital allocation. The public argument may be about a board seat, an acquisition, a breakup, or an AI budget, but underneath it is the question boards can no longer avoid: What return are you earning on the next dollar?

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9/3/2026

AI Is Changing How Activist Investors Value Every Company — Not Just Tech

Pensions & Investments (09/03/26) Croce, Brian

Artificial intelligence is reshaping corporate valuations and prompting activist investors to target companies based not only on financial performance, but on how effectively they are adopting and deploying AI. Activists are increasingly asking whether businesses are positioned to benefit from AI, falling behind competitors, or moving too slowly, then using those assessments to push for changes in strategy, costs, capital allocation, and board oversight. The trend extends beyond technology companies into industries such as manufacturing, power, cooling infrastructure, and online travel. During the 2026 proxy season, several campaigns focused on AI integration and its potential to improve efficiency and reduce costs. Randian Capital, for example, urged Snap (NYSE: SNAP) to deploy AI throughout its operations to create a leaner business model. Experts say this represents a significant shift from traditional activism, which generally responds to poor performance or specific corporate failures. Because AI remains relatively new, activists currently argue that companies should adopt it more effectively rather than claiming outright failures. However, experts expect scrutiny to intensify as AI becomes more established. Within several years, companies could face campaigns arguing that failed AI strategies reflect inadequate board expertise and oversight. As AI increasingly influences competitive advantages and investment decisions, activists are expected to make AI strategy a growing part of corporate governance and shareholder campaigns.

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9/3/2026

Commentary: Winter for Macron Brings Springtime for Hedge Funds

Bloomberg (09/03/26) Laurent, Lionel

Lionel Laurent, Bloomberg Opinion columnist, says, "France is not a common hunting ground for activist hedge funds like billionaire Paul Singer’s Elliott Investment Management LP. Interventionist politicians, embedded trade unions and anchor investors with dominant shareholdings make it hard to agitate for corporate change — especially in an election year that will bring the era of Emmanuel Macron’s pro-business “banker-presidency” to a close. So it’s striking that one of Elliott’s latest targets appears to be one of France’s ten biggest companies, industrial-gas giant Air Liquide SA (AI.PA), founded in 1902. While not exactly a household name, it brings in annual revenue of €27 billion ($31.4 billion), on a par with banking giant Societe Generale SA (GLE.PA), by supplying critical gases to industries including healthcare and electronics. The United States is its biggest market but just under 20% of its employees are in France, making any shakeup politically sensitive. Also unusual for a firm attracting an activist’s attention is the fact that Air Liquide seems to already be doing many things right. Its shares have outperformed blue-chip U.S., European and French indexes this year, helped by growth in industries such as semiconductor manufacturing. It recently reported a record €6 billion order backlog, and has strong pricing power and long-term customer contracts in an industry with high barriers to entry — all things investors are chasing in a Parisian stock market spooked by inflation jitters and political risk. A Bloomberg ranking of 500 of Europe’s biggest firms based on activism-focused metrics including total shareholder return, executive pay and valuation puts Air Liquide in the top 40. If there is a case for Air Liquide being undervalued, it hinges on the gap with its closest peer, U.S.-listed Linde Plc. The latter leapfrogged its French rival through a merger with Praxair to become the world’s No. 1 industrial gas provider in 2018. Linde has also surpassed Air Liquide in terms of operational efficiency, helped by cost savings and asset sales, though the gap is a little less wide when using other indicators such as return on invested capital. A narrowing of this gap going forward is part of the bullish case for Air Liquide, whose shares could rise about 15% over the next 12 months, according to the consensus forecast of analysts. Mizuho Securities also recently highlighted the growth tailwind in electronics, driven by artificial intelligence and accounting for roughly half the firm’s order backlog. Elliott probably hopes that this value case will become even clearer in the coming months, as election-related volatility threatens to envelop even sturdy multinationals not very exposed to France (plane maker Airbus SE (AIR.PA) and electric-component manufacturer Legrand SA (LR.PA) spring to mind). Air Liquide is due to host an investor conference in October, the kind of catalyst that an activist like Elliott would want to use as a bully pulpit to call for more ambitious profit targets and cost savings to match Linde’s. More details on AI-related windfalls, with the company recently boasting of a “No. 1” position in electronics, might also lead to calls for capital return or share buybacks. Yet Elliott will be constrained in what the sometimes brash traditional activist’s playbook can realistically achieve. Air Liquide is already delivering better-than-expected cost savings, according to Bloomberg Intelligence’s Brenda McAuliffe, and some of the gap with Linde is structural (such as differences in their industrial-gas customer bases). Scope Ratings analysts say the company’s debt leverage of about 1.8 times earnings before interest, tax, depreciation and amortization give it some room to return cash to shareholders, but not significantly so without undermining its creditworthiness. And while we’ve seen public activist campaigns in the chemicals sector turn ugly in the past — the ouster of the boss of Air Products and Chemicals Inc. (NYSE: APD) last year, for example — it’s hard to imagine an overly aggressive approach from Elliott working at a time when presidential candidates Marine Le Pen and Jean-Luc Melenchon are riding high in the pre-election polls. Rather than a bareknuckle fight for board control, maybe the more modest outcome of a company working a little harder to control costs will be enough to satisfy shareholders who are already optimistic that the gap with Linde can narrow. That might make this a trade closer in style to Elliott’s last big French tilt, at drinks company Pernod Ricard SA (RI.PA). Elliott might even see its interests aligned with stakeholders such as Air Liquide Chairman Benoit Potier, who was among the company’s top 40 shareholders at the end of 2025, when it comes to pushing management a little harder. And who knows? If both Elliott and Air Liquide’s management can claim success in shaking out higher returns and unlocking value, this could be a test case for a longer-term renaissance for activist investing in France — provided the political, economic and budget chaos doesn’t get too out of control. There’s clearly scope for more boardroom pressure: French companies trail their German and U.S. counterparts when it comes to productivity metrics such as revenue per employee, and a recent report by law firm Skadden suggested France offered the best opportunities in Europe for activists in 2026. Just don’t expect a revolution."

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8/31/2026

What's Driving Activist Investors, and How Banks Can Be Ready

American Banker (08/31/26) Kline, Allissa

Shareholder activism at banks is not expected to die down in the latter part of 2026, as some investors continue to use their ownership stakes to push for managerial and operational changes. Public demands by activists escalated during the second half of last year, when several regional banks were engaged by a South Florida-based investment firm whose demands ranged from revising capital priorities to swearing off mergers and acquisitions to ousting the CEO. HoldCo Asset Management called for some of the targeted banks to sell, and in one case, it did: Comerica in Dallas was ultimately acquired by Ohio's Fifth Third Bancorp (NYSE: FITB) earlier this year. Those who track shareholder activist trends, and one activist who went public this summer with a list of demands for an Alabama community bank, say the level of activity seen last fall could repeat itself. The regulatory changes put in place by the Trump administration provide a favorable environment for getting M&A deals done at a speedier pace, even for larger transactions. And a number of bank stocks continue to trade below fair value, making them attractive options for acquisitive banks. "The setup is not a whole lot different from what it was last year," said Jason Blumberg, founder of Blue Hill Advisors, a bank investment and advisory firm in Hudson, New York, that's putting public pressure on United Bancorporation of Alabama (OTCMKTS: UBAB). "Given that backdrop, it's still ripe for activism." Over the years, activist shareholders have called for a spectrum of changes at banks, involving governance, personnel and strategy matters. In 2025, 23 U.S. banks were engaged by activists, down from 25 in 2024, according to Diligent Market Intelligence, which provides data and insight on shareholder engagement and corporate governance issues at companies around the world. Last year, the targeted banks received a total of 55 demands, including nine calling for a sale and nine related to governance. In July of last year, Comerica found itself on the receiving end of major demands. In a 52-page report, HoldCo accused the regional bank of not taking responsibility for "disastrous decisions" related to interest-rate risk and other blunders by the bank's management. HoldCo pushed for Comerica to sell itself and called out three potential buyers, including Fifth Third in Cincinnati. Fifth Third announced a deal to acquire Comerica less than three months later, and then closed the transaction in less than four months. The number of U.S. banks targeted this year could surpass last year's total. As of Aug. 3, 20 U.S. banks found themselves in activists' crosshairs, and the list of demands was 37, including 11 tied to governance, according to Diligent. Seven of the demands related to the appointment of new personnel, while four called for returning cash to shareholders, and one sought a bank sale. The latest data on activist investors' activity somewhat collides with investors' broader view on banks, which are "doing fairly well" this year, according to Josh Black, editor in chief at Diligent Market Intelligence. "Performance is fairly strong, both earnings and stock price, and that's reflected in [shareholder support for] say-on-pay and board directors," Black said. "Investors are generally quite happy." Still, activists are expressing dissatisfaction with how certain banks are doing business. Blue Hill Advisors, along with Merion Road Capital Management, issued a public letter in July, urging the board of directors of the $1.5 billion-asset United Bancorporation of Alabama to take specific steps to reduce its excess capital and lower its expenses. The investors also pressed the bank to add "one or two independent directors with deep M&A and capital markets expertise" who could help the bank deploy some of its excess capital and "serve as a powerful catalyst to restore investor confidence." Blue Hill Advisors and Merion Road Capital Management — which together own 2% of the Alabama bank's shares — argued that the company is underperforming. Michael Vincent, the bank's president and CEO, said in a press release that its board "takes a highly disciplined view of capital allocation that balances returning funds to stockholders, reinvesting in operations and being able to act nimbly if and when opportunities arise for inorganic growth." He added, during the bank's second-quarter earnings call this month: "We recognize that the bank has strong capital ratios, and we certainly have opportunities that are frankly far and wide … I need to balance long-term shareholder value. I need to balance that with continued reinvestment into the company so we can remain viable and relevant going forward." Blumberg said this week that he will continue trying to have conversations with United. The two sides started talking several months before he opted to air his concerns publicly, he said. "We want to work constructively with the management and the board, but if need be … we are open to any of the different tools that, as shareholders, we can exercise, including nominating directors," Blumberg said. "Anything is on the table in terms of getting the right outcomes." Blue Hill Advisors' portfolio includes 10 to 15 banks, and the firm holds no more than 5% of common stock in any of them, with the majority falling in the 1%-2% range, Blumberg said. As for whether Blue Hill will go public with its concerns about other banks, it could happen. "There are situations we're involved in now where, I'm afraid to say, we're being slow-played, or they may hope that we go away," Blumberg said. "If that continues, then we may have to escalate." In addition to United, Eagle Bancorp (NASDAQ: EGBN) in Bethesda, Maryland, faced pressure this year when an activist investor called for a board shakeup, including replacing the board chairman. The $10.5 billion-asset Eagle, which had dealt with losses related to its commercial loan portfolio and had been hunting for a new CEO, announced in May that it hired Stephen Curley, a former executive at Western Alliance Bancorp (NYSE: WAL), to serve as its next CEO. After publicly engaging a number of regional banks last year, HoldCo has been quiet. In February, it dropped its threats to pursue proxy fights at Cleveland-based KeyCorp (NYSE: KEY) and Eastern Bankshares (NASDAQ: EBC) in Boston. HoldCo had accused both banks of overpaying for acquisitions and diluting shareholder value. It had also called for Key to oust its chairman and CEO, Chris Gorman. The number of formal activist campaigns against banks and other companies listed on the Russell 3000 Index declined during the first six months of the year, according to data from The Conference Board, a nonprofit business think tank, and ESGAUGE, an analytics firm. Through June, there were 95 formal campaigns, down from 254 during the same period in 2025. Across industries, there's been a noticeable evolution in tactics and strategy when it comes to shareholder activism, said Ariane Marchis-Mouren, a senior researcher in corporate governance at The Conference Board. A December 2025 report from The Conference Board and ESGAUGE found that activist investors launched 57 proxy contests that year against Russell 3000 companies, the highest number since 2018. Still, the vast majority of those 57 campaigns did not proceed to a vote, according to the report. In some cases, public companies and activists may reach settlements. In others, banks and activists may work behind the scenes to reach agreements before the activists go public. Banks and boards not currently being targeted by activists shouldn't infer that overall activist activity has died down, Marchis-Mouren cautioned. She expects activity to remain steady. "Fewer public campaigns shouldn't give a false sense of security," she said. "The right response is to always be prepared year-round, to understand your base and to explain early the board's governance decisions clearly. It's more important now because the risk might be even higher."

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8/31/2026

Why These Starbucks Investors Want the Firm to Split CEO and Chair Roles

InvestmentNews (08/31/26) Randall, Steve

A shareholders’ group is calling on the Starbucks (NASDAQ: SBUX) board to separate its CEO and board chair positions. They point to a sharp drop in director engagement, deteriorating labor relations, and the quiet dissolution of a key oversight committee as evidence that the combined role held by Brian Niccol is undermining accountability. The proposal was filed by the SOC Investment Group, a labor-affiliated shareholder advocacy organization, and is co-sponsored by United Church Funds. It asks the Starbucks board to adopt a policy requiring the two roles be held by different individuals, applied prospectively so as not to violate Niccol's existing contract. The proposal highlights a collapse in shareholder engagement. Under the previous independent board chair, Starbucks independent directors held 30 engagements with shareholders in 2024. In 2025, the first full year under the combined Niccol structure, that figure fell to just nine, a roughly 70% decline year-over-year, according to the proposal document. Proponents argue the drop reflects a structural problem, not a coincidence. When the CEO also chairs the board, they contend, independent oversight weakens because the person running day-to-day operations is also setting the agenda for the body meant to hold them accountable. "Governance practices and responsiveness to shareholders have deteriorated since Starbucks combined the roles of CEO and Board Chair with the hiring of Brian Niccol," said Emma Bayes, deputy director of the SOC Investment Group. "Separating the Board Chair and CEO roles would be a win-win, improving both accountability and Board oversight." The proposal also notes that 60% of S&P 500 companies already separate the two roles, citing Spencer Stuart's 2024 Board Index, making Starbucks an outlier among its large-cap peers. Shareholders are also raising concern about the November 2025 dissolution of the Environmental, Partner, and Community Impact Committee, or EPCI; a standing board committee established in November 2023 under the previous independent chair. Its mandate included oversight of Starbucks' labor commitments, environmental promises, and community impact. The committee was removed less than two years after its creation, with no timely notice to shareholders, according to the proposal. Its disappearance is particularly notable given that labor relations oversight was central to its original mandate, and labor relations have become one of the most contentious issues at the company. Before Niccol was appointed chair and CEO, Starbucks and Starbucks Workers United had negotiated 33 tentative collective bargaining agreement provisions. That progress stalled after his arrival, culminating in a barista strike in November 2025. Talks resumed in early 2026, but in April 2026 the union publicly accused Starbucks of negotiating in bad faith after the company backtracked on seven previously agreed-upon items. The proposal characterizes the ongoing dispute as causing "significant reputational damage" to the brand. "We are concerned with what we are seeing at Starbucks," said Matthew Illian, director of responsible investing at United Church Funds. "The person leading the Board should not also be the executive the Board is charged with overseeing." The Starbucks proposal is part of a broader conversation in institutional investing about the governance risks of combined CEO-chair structures and the presents a concrete voting decision ahead of the company's next annual meeting. It also illustrates how governance failures can compound. The EPCI committee was designed to provide oversight of the exact issues - labor relations and partner accountability - that have since generated headlines and reputational risk. Its removal, critics argue, removed an early-warning mechanism precisely when it was most needed. If the proposal is implemented, the board chair and CEO roles would be separated upon the conclusion of Niccol's current contractual terms, meaning the change would not be immediate, but would set a structural precedent for how Starbucks is governed going forward. Starbucks has not publicly responded to the proposal as of publication. The company's next annual shareholder meeting date has not yet been announced.

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8/31/2026

Shareholder Opposition to Executive Pay Eases Globally

Reuters (08/31/26) Jessop, Simon

Shareholder rebellions over executive pay eased across many of the world's biggest stock markets this year, with opposition falling in Europe, the United States and Japan despite a handful of high-profile revolts. The move comes as pay and perks continue to dwarf the average worker's wage, with average CEO pay at S&P 500 companies hitting a record high even excluding a bumper pay plan for Elon Musk, the billionaire owner of SpaceX (SPCX.O). It also follows a push by the U.S. administration of Donald Trump to rein in proxy advisory firms and curb shareholder activism, and comes amid shifts in shareholder voting behavior, including efforts by some asset managers to hand more decisions back to end-investors. "The result is a more fragmented environment in which voting outcomes can be less predictable, even when overall dissent levels remain relatively low," said Cas Sydorowitz, head of Georgeson Advisory. Contested pay reports in Europe, where investors sign off on payouts for the prior year, fell almost 6 percentage points year-on-year to 25.2%, data from shareholder advisory firm Georgeson Advisory showed — the lowest average level since at least 2018. As well as fewer 'oppose' recommendations from proxy advisors, which help institutional investors decide how to vote, companies were increasingly engaging their investors to head off any discontent at the annual general meeting, Georgeson said. A contested vote is defined as one that receives at least 10% shareholder opposition, Georgeson said. Opposition to future remuneration policies also declined, albeit to a lesser extent, to 36.6% from 37.9%, the data showed, led by the Netherlands where opposition fell to 10.5% from 25%. Belgium and Germany were exceptions, with contested votes in Germany rising to 88.9% from 47.6%. Companies to face material pushback included British medical technology company Smith & Nephew (SN.L) and German potash company K+S (SDFGn.DE), both of which saw pay policies opposed by more than 40% of the votes cast. "Investors in the UK and Europe remained noticeably more skeptical of proposed remuneration policies than of remuneration outcomes, suggesting continued concern about the design of future pay arrangements rather than simply their implementation," said Sarah Wilson at Minerva Analytics. In the United States, the world's biggest equity market that typically has few rebellions, average support for "Say on Pay" votes in the S&P 500 rose to 90.4% from 89.7%, although the share of "failed" votes, with less than 50% support, also inched higher to 1.4% from last year's 1.2%. "The modest increase in support for Say on Pay during 2026 likely reflects a combination of stronger corporate performance and a generally favorable market environment," said Rajeev Kumar, senior managing director at Georgeson. In Japan, 11 of the 126 director compensation resolutions put forward by Nikkei 225 companies during the 2026 AGM season were contested, some 8.7%, down from 16 instances, or 12.4%, of resolutions in 2025, although the total number of resolutions varies by year.

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8/26/2026

Spain Drops One Place in Activist Fund Preferences—Down to Eighth Position—With $3.555 Billion Invested

The Corner (08/26/26)

Sodali has published its report on activist funds for the second quarter of the year, in which Spain fell from 7th to 8th position and investors closed or reduced more positions than they added. They increased or initiated 798 positions and trimmed or exited 1,026. The United States is the top market for these funds, with total investments of $242.936 billion, followed at a considerable distance by the Japanese market ($18.691 billion), French ($16.528 billion), Canadian ($16.386 billion), Dutch ($11.800 billion), British ($10.300 billion), Swiss ($4.100 billion), and Spanish ($3.554 billion). The largest individual new positions for the quarter were: TCI Fund Management in Martin Marietta Materials (NYSE: MLM) ($758.4 million, 2.2% of O/S), Deutsche Boerse (DB1.DE) ($726.4 million, 1.5% of O/S), and Vulcan Materials (NYSE: VMC) ($721.9 million, 1.9% of O/S); Third Point in Warner Bros. Discovery (NASDAQ: WBD) ($533.2 million, 0.8% of O/S); Elliott Management in Nippon Express Holdings (TYO: 9147) ($455.9 million, 6.2% of O/S); and Sachem Head in Seagate Technology Holdings (NASDAQ: STX) ($455.5 million). Two of the top new positions engaged in direct dialogue with management during the quarter. Following Elliott's entry with a 6.2% stake in Nippon Express Holdings, the firm stated that the company is deeply undervalued compared to its competitors despite its position as Japan's top operator, requesting three actions: a pause and reassessment of the M&A strategy, steps to boost profitability, and a right-sized balance sheet to improve capital efficiency. Starboard Value initiated a 3.1% O/S position in Dynatrace (NYSE: DT), arguing that the company is undervalued relative to peers due to slowing revenue growth and weak confidence in a corporate turnaround. Its demands include an accelerated share buyback program (arguing that over $2.5 billion could be returned over three years) and an increase of at least 500 basis points in adjusted operating margin by FY2029 through sales productivity, cost control, and operating leverage. TCI's moves drove the largest impact: it holds $78 billion—38% of all non-quantitative activist capital—which is four and a half times more than the next largest firm, Cevian Capital, at $17.4 billion. TCI accounts for $12 billion of the $25.9 billion increase (resulting from asset appreciation) in reported value this quarter, representing 46% of the entire gain.

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8/26/2026

Elliott Presses Daikin for $6.8 Billion Buyback as Activism Hits Record

Seoul Economic Daily (08/26/26) Min-joo, Park

Global shareholder activism targeting listed companies reached an all-time high in the first half of this year, with demands aimed at Japanese firms surging on the back of overseas investors. Nikkei Asia reported on the 25th, citing data from U.S. investment bank Lazard (NYSE: LAZ), that new global shareholder activism campaigns targeting companies with market capitalizations of more than $500 million totaled 184 in the first half of this year. The figure marks a 20% increase from the same period a year earlier. The United States saw the largest number of campaigns, with 89, up 24% from a year earlier. Japan recorded 52 over the same period, a 53% increase that approaches its full-year total of 56 last year. Japan's rate of increase outpaced that of the United States. In Japan, many shareholder proposals targeted capital efficiency and corporate governance. According to Nikkei Asia, the return on equity (ROE) at large Japanese listed companies stands below 10%, lower than the roughly 15% at U.S. and European firms. This stems from an insular tendency to hoard cash within the company rather than return earnings to shareholders or invest in new businesses. Because of this tendency, demands related to capital allocation, such as share buybacks, accounted for 56% of all campaigns, more than half of shareholder activism activity. Corporate governance issues such as executive compensation made up 50%, while proposals calling for the removal of directors accounted for 31%. Many campaigns raised multiple demands against a single listed company. The most prominent among these is U.S. fund Elliott Management. Elliott is reported to have demanded that Japanese air conditioner maker Daikin Industries (TYO: 6367) review its business divisions and carry out a share buyback worth 1 trillion yen (about $6.8 billion). Earlier, when Toyota Motor (TYO: 7203) sought to take its founding company, Toyota Industries, private, Elliott objected, arguing that the deal undervalued the company. Toyota ultimately reached a final agreement with Elliott after dramatically raising its offer to as much as 5.9 trillion yen. Elsewhere, Japanese fund Strategic Capital demanded that ceramics maker Noritake (TYO: 5331) withdraw from low-margin segments such as its tableware business and expand shareholder returns, while Hong Kong-based fund Oasis Management opposed the selection of chief executives at media group Kadokawa (TYO: 9468) and measuring-instrument maker Horiba (TYO: 6856). Some investors also pressed companies to adopt artificial intelligence. According to Nikkei Asia, Elliott is reported to have called on the London Stock Exchange Group (LSEG) to accelerate the adoption of AI in its data-related businesses. In response to the spread of shareholder activism, however, some countries are moving to rein it in. Last month, the U.S. Securities and Exchange Commission required special-purpose vehicles (SPVs) set up by activist investors to conduct aggressive shareholder campaigns to disclose the sources of their funding. The move is intended to block attempts to threaten corporate control by using shell companies to conceal the underlying investors. In Japan, the ruling Liberal Democratic Party has drawn up government recommendations to curb excessive shareholder intervention. The measures include tightening the requirements for shareholder proposals and for calling extraordinary general meetings. Kenta Akayama, head of Lazard's Japan unit, said, "Among overseas market participants, there is a perception that activist investors have contributed to reforming Japan's capital markets," adding, "Some are also raising concerns that these changes could be reversed."

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8/25/2026

Japan Ranks 2nd in Record Global Wave of Shareholder Activism

Nikkei Asia (08/25/26) Wada, Taizo

Activist shareholder activity hit a high in the first half of 2026, rising 20% on the year with a larger uptick in Japan, as investors pushed companies on topics including governance and artificial intelligence use. Worldwide, new activist shareholder campaigns totaled 184 in the January-June period for companies with a market capitalization of more than $500 million, research from U.S. investment bank Lazard shows. Japan stood out, with a 53% increase to 52 campaigns. The first-half figure -- close to Japan's 56 for all of 2025 -- ranks the country second only to the United States, which saw a 24% increase to 89. Many proposals in Japan targeted capital efficiency and governance. With a return on equity of less than 10%, big Japanese listed companies lag their American and European counterparts. The most common type of campaign involved capital allocation, such as share buybacks, accounting for 56% of the total including overlap with other topics. Corporate governance issues like executive compensation were included in 50% of proposals, and 31% were proposals to remove directors. U.S.-based investor Elliott Investment Management reportedly has pressed Japanese air conditioner manufacturer Daikin Industries (TYO: 6367) to review its business segments and conduct 1 trillion yen ($6.3 billion) worth of share buybacks. Japanese shareholder Strategic Capital has pushed for Japan's Noritake (TYO: 5331) to leave unprofitable segments, including its original business of porcelain ware, and expand shareholder returns. Hong Kong-based investor Oasis Management has proposed that Takeshi Natsuno, president of Japanese media group Kadokawa (TYO: 9468), be removed from his post. Oasis also opposed the reappointment of Atsushi Horiba as chairman and CEO at Horiba (TYO: 6856), a Japanese manufacturer of measurement equipment. Elliott reportedly called on the London Stock Exchange Group to accelerate AI adoption in data-related business areas. U.K.-based Palliser Capital has urged Japanese bathroom fixture maker Toto to improve disclosures for chipmaking equipment components, a growth area. Some big economies are responding to the rise in shareholder activism by requiring more disclosures and placing limits on proposals. The U.S. Securities and Exchange Commission (SEC) revised its guidance in July to require special-purpose investment vehicles created by activists to disclose their funding sources. The SEC now treats underlying funders of activist investors as joint buyers. In Japan, a ruling Liberal Democratic Party project team compiled recommendations for the government to prevent undue shareholder interference. The list includes raising the hurdle for shareholder proposals or requests for an extraordinary shareholders meeting. "There has been a recognition mainly among foreign market participants of the role activist investors have played in reforming Japan's market, and some have expressed concern that those changes may be reversed," said Kenta Akiyama, head of the Japanese arm of Lazard (NYSE: LAZ).

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8/24/2026

Elliott Joins Hedge Fund Rush to Jersey

Financial News (08/24/26) Mucklejohn, Lars

Paul Singer’s Elliott Management has joined other investment firms setting up a legal presence in Jersey as the Channel Island becomes an increasingly popular finance hub. Elliott Advisors (Jersey) Limited was registered as a company with the Jersey Financial Services Commission earlier this year, according to filings with the regulator. The unit is owned by Florida-based Elliott, separate U.S. regulatory filings show. Several business names of the hedge fund and private equity firm have also been registered in Jersey in recent months, including Elliott Jersey, according to local filings. The move by Elliott, one of the world’s largest investors, underscores the rising number of finance heavyweights being drawn to Jersey, which offers low taxes and close proximity to European markets. Funds legally headquartered in Jersey include Brevan Howard, BlueCrest Capital Management and Systematica Investments. Several large private equity firms also have a presence on the island, with €212 billion manager CVC Capital Partners domiciled there. Hamza Lemssouguer’s hedge fund Arini Capital opened a Jersey office earlier this year, Financial News reported. U.S. proprietary trading firm Tower Research Capital has also laid the groundwork for a Jersey subsidiary. Conflict in the Middle East this year has accelerated relocations to Jersey by financial workers seeking an alternative to Dubai and Abu Dhabi. Jersey does not levy capital gains or inheritance tax on residents, while the maximum personal income tax rate is 20%. Elliott, which manages around $80.3 billion of assets, employs nearly 700 staff and has international offices in cities including London, Hong Kong, and Tokyo.

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8/21/2026

Foreign Ownership of Japan Stocks Hits New Record on AI Boom

Nikkei Asia (08/21/26) Nakada, Mayu

The share of Japanese stocks held by overseas investors hit a record for three consecutive years in fiscal 2025, with the greatest increases seen at AI-related companies and those held by activist investors. Overseas investors held 34.7% of all Japanese stocks last fiscal year, according to a shareholder distribution data by the Tokyo Stock Exchange and other exchanges. Nikkei compiled data on foreign ownership, including pension and investment funds, in companies on the TSE's Prime market with book-closings in March. Of the 1,060 for which previous fiscal year comparisons were available, 737 companies saw an increase in such holdings, while foreigners' share fell at 321 companies. Foreign investors "are increasingly picking stocks based on changes in profitability, such as return on equity, instead of scale metrics like market capitalization and liquidity," said Daisuke Uchiyama, a senior strategist at Okasan Securities. Audio equipment maker Foster Electric (TYO: 6794) recorded the biggest increase in the proportion of overseas holdings, rising 24.9 percentage points to reach 44.4%. As of the end of March, Singapore-based fund Axium Capital was Foster's largest shareholder. In June, Yasuto Monden, the fund's chief investment officer, was appointed as an outside director at the annual shareholders meeting. Amid business structure changes and rising expectations of greater shareholder returns, Foster's share price more than doubled over the year through March. The company plans to raise annual dividends to 115 yen (72 cents) this fiscal year, a 35 yen increase from the year before. While not in the top 10 in foreign ownership, digital equipment maker Wacom (TYO: 6727) saw a 13.4 percentage point increase, reaching 55.8% ownership by overseas investors. U.K. fund Asset Value Investors (AVI) increased its stake. "Changes to the Corporate Governance Code have led to more opportunities for corporate decision-making, giving activist investors more room to intervene," said Kohei Onishi, a senior investment researcher at Mitsubishi UFJ Morgan Stanley Securities. Foreign capital inflows to artificial intelligence-related stocks were also notable. Holdings by overseas investors in Furukawa Electric (TYO: 5801) rose 19.6 percentage points, putting it at second place in the ranking. The company saw sales growth, mainly for its fiber-optic cables used in AI data centers, and has forecast a 45% year-on-year rise in net profit for the fiscal year through March 2027. This year, Furukawa was added to the MSCI ACWI, a benchmark index for global equities, giving it an international spotlight. Metal company Mitsui Kinzoku's (TYO: 5706) foreign ownership rose 15 percentage points, ranking ninth. Robust demand for the company's copper foil for AI servers has led to more investors amid the AI boom, bringing in more overseas capital. Of the 33 TSE industry sector indexes, electric appliances had the most companies with increases in foreign ownership, at 68. Overseas investors hold 68.5% of shares in Kioxia Holdings (TYO: 285a). In June, the memory chip maker briefly became the top Japanese company by market capitalization. The next sector was banks, where foreign ownership increased for 64 companies. Investors bought more on expectations of improved earnings due to wider interest rate spreads following rate hikes by the Bank of Japan. Yet, the biggest increase in the sector was only 9.0 percentage points, at Ogaki Kyoritsu Bank (TYO: 8361). In fiscal 2025, net buying of Japanese stocks by overseas investors came to 10.34 trillion yen, near a 22-year high. As of the end of July, their net buying stands at over 7 trillion yen for fiscal 2026.

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8/20/2026

Northern Star Seeks Turnaround by Paying its CEO More Than BHP’s Chief

Australian Financial Review (08/20/26) Wembridge, Mark

Northern Star Resources (ASX: NST) has offered its new chief executive a compensation package that could top $18 million this financial year – surpassing the pay of BHP’s chief executive – to appease shareholders and counter a campaign by a high-profile global hedge fund. Northern Star lured Suresh Vadnagra away from Swiss trading house Glencore (LON: GLEN) to become its chief executive and deliver a new strategy for the country’s largest listed gold miner after it disappointed investors with a string of production downgrades and cost blowouts. Vadnagra’s total remuneration could reach $18.3 million this financial year – including $5.6 million of sign-on bonuses – if he steadies the ship and hits bonus targets. That would be more than the $US9.87 million ($13.86 million) outgoing BHP chief executive Mike Henry was paid in his final year. However, if Vadnagra’s sign-on bonus is stripped out of the $18 million package, then Henry would have earned more. Vadnagra’s compensation is double the amount his predecessor Stuart Tonkin received in 2025 and triple the $5.9 million the outgoing chief executive was paid last year. In the year to June 30, Northern Star revenue rose 19% to $7.6 billion, despite gold sales falling 6% to 1.54 million ounces. The average price received per ounce was a record high of $4,925, up from $3,922 the previous year. The company’s net profit grew by almost a quarter to $1.7 billion. Northern Star left its full-year dividend unchanged at 55¢ a share, choosing instead to put much of its cash into share buybacks. Costs rose 15% to $4.7 billion, which Northern Star blamed on “higher mining activity across the group at both underground and open-cut operations, inflationary factors experienced across labor and contractor rates, higher maintenance costs across the group’s processing facilities and energy costs and royalties.” The miner expected to produce between 1.5 million and 1.65 million ounces of gold during the 2027 financial year at an average cost of between $3,050 and $3,450 an ounce – an increase on the $2,698 per ounce costs this year. “We would chalk this guidance up as better than feared,” said Daniel Morgan, a mining analyst at Barrenjoey. “Northern Star has had a poor recent history of meeting guidance, so management will need to convince market this is credible.” Shares in Northern Star rose 6.52% to $24.01, part of a broader rebound in gold stocks cause by the U.S. Treasury unexpectedly ramping up buybacks of long-dated government debt. Despite operating Kalgoorlie's famed Super Pit – one of the world's richest sources of gold – some investors had soured on Northern Star after it repeatedly cut its guidance, while its $1.7 billion mill upgrade will come onstream next month after a run of cost blowouts and delays. The miner, chaired by Michael Chaney, admitted that “guidance misses over the last two years have been frustrating for shareholders.” Annabelle Sleeman, a mining analyst at Morgans, said the results were in line with expectations, as was 2027 guidance, but noted “that costs and capital expenditure are towards the bottom end, so there are potentially some increases for 2027.” The miner's market capitalization peaked at $44 billion in March, but fell $17 billion over a horror three-week period, before rebounding to $34 billion. The turmoil came to a head in June when Florida-based hedge fund Elliott Investment Management launched a campaign to agitate for sweeping boardroom changes and a potential sale of assets. Chaney, who will be replaced by his deputy Michael Ashforth after the November shareholder meeting, has hit back at Elliott's tactics, accusing the hedge fund of issuing demands “to which no responsible board would agree.” Elliott was contacted for comment.

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