Media Center

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

Toyota Replaces Chief Executive
Flashlight Capital Cuts KT&G Stake After 3-year Activist Campaign
Barrick to Spin Off North American Gold Assets Through IPO
Elliott Raises Toyota Industries Stake in Push to Block Buyout
Japan's Fuji Media Considers Sale of $3.9 Billion Real Estate Empire After Activist Pressure
Jack in the Box Goes on Defense in Biglari Proxy Battle
Charles River Shutters Maryland Facility as Investor Pushes Changes
Apartment Owner Veris Residential Being Pushed to Sell Itself, Sources Say
Fuji Media Shares Drop as Buyback Plan Heralds Activist Exit
Activist Fund-Sponsored ISS Seminar Raises Neutrality Questions
D.E. Shaw to Push for Board Shake-Up at Real-Estate Data Giant CoStar
Third Point Founder Dan Loeb Signals Activist Push Focused on SK Square
Crown Castle Slashes 20% of Workforce
Investors Use New Tactics to Pressure BP on Climate Change
PepsiCo’s Drink Sales Are Improving, and it’s Planning to Cut Snack Prices
Fuji Media Unveils Big Share Buyback to Push Out Activist
Disney Names Josh D’Amaro as Next C.E.O.
Billionaire Investor Peltz Open to More Buyouts
Elliott Lowers Stake in Southwest Airlines
Nelson Peltz Takes a Shot at Bob Iger Over Disney’s CEO Transition
Toyota Is Relying on Ties Over Price in Elliott Buyout Row
Engaged Capital Formally Nominates Three Highly Qualified, Independent Director Candidates to the BlackLine Board
Nano Dimension Adopts Limited Duration Shareholder Rights Agreement
Elliott Intensifies Standoff over Toyota Industries Buyout
Donerail Offers to Buy Superyacht Service Company MarineMax
Japan's Top Business Lobby Invites Elliott for Governance Talks
Devon Agrees to Buy Oil Rival Coterra for US$21.4 Billion in Stock
Toyota Has ‘No Intention’ of Raising $34 Billion Take-private Offer After Elliott Challenge
Fifth Third Closes Comerica Acquisition
Opinion: Activist Dan Loeb Dusts Off His Poison Pen as He Seeks a Board Refresh at CoStar Group
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
Commentary: Toyota’s Buyout Options all Come With a Taint
Proxy Battle Crashes Jack’s Birthday Party
Investor Engagement Reshapes Appian’s Strategic Landscape
The GameStop CEO Has an Audacious Plan to Clinch His $35 Billion Payday
How Investors Turned a Toyota Buyout into a Battleground
Proxy-Voting Trends in 2025: Widening Gaps in Asset Manager Voting Preferences
Elliott Stands a Chance at Foiling Controversial Toyota Deal
Shareholder Activists Have Better Odds if Big 3 Stop Voting, Says Morningstar
A Decade After Campbell’s Soup, Dan Loeb’s Third Point Is Back
Canadian Companies Growing Wary Amid Increased Interest in Takeovers, Bank of America Exec Says
Commentary: Elliott's Toyota Bet Already Looks Golden
Insight: Shareholder Proposal Reform Must Center on Facts, Not Philosophy
Video: How Activist Investors Are Shaping Today's Markets
This Time, Lululemon’s Founder Blames Its Board for See-Through Pants
Activist Investors Do Not Plan to Play Nice This Year as They Eye More Corporate Breakups
Delaware Supreme Court Sides with Moelis over Stockholder Agreement
Will Trian's Takeover Work? We Ask Founding Janus Henderson CEO
How Investors Plan to Take on Big Oil at the 2026 AGM Season
As Activism Becomes a Year-Round Sport, Possible Regulatory Changes Could Impact Both Activists and Companies
More Mergers, More Investors: Delta Execs See a Shakeup for Low-Cost Airlines
Opinion: Japan’s Activists Grapple with a New Problem — Success
David Webb, Hong Kong’s Most Vocal Investor, Dies at 60
Opinion: British Business Faces a Rude Activist Awakening
Toms Capital Investment Management Could Force Even More Change at Target
Matthews International Faces Another Proxy Fight with Barington Capital
US Activist Investors Target UK Companies at Record Levels in 2025
Law Firms Nab Activism Defense Stars as Competition Heats Up
Citgo Is a Crown Jewel of Venezuela’s Oil Industry. Elliott Is Set to Reap the Benefits

2/5/2026

Barrick to Spin Off North American Gold Assets Through IPO

Bloomberg (02/05/26) Gross, Sybilla

Barrick Mining Corp. (NYSE: B) plans to spin off its top North American gold assets in an initial public offering later this year as part of a strategic reset by the Canadian metals producer. The company said Thursday it will sell a minority stake in the new North American unit and expects the IPO to be completed by late 2026. It also appointed interim boss Mark Hill as chief executive officer. The world’s No. 2 gold producer is pursuing an IPO — which could be worth more than $60 billion — as Barrick seeks to reset following a string of setbacks and a management shakeup. It follows years of declining output and the abrupt departure in September of CEO Mark Bristow, whose term was marred by the seizure of key mine in Mali by the West African nation’s military junta. The turmoil at Barrick means that the company has struggled to fully capture a record-breaking rally in the price of gold. Pressure has also grown after Elliott Investment Management LP bought a sizable stake in Barrick. The company will retain a “significant” majority holding in the new North American business, Barrick said, without providing details of where the unit will be listed. The spinoff will include the miner’s joint-venture interests in Nevada — where it also owns the Fourmile discovery — as well as a mine in the Dominican Republic. Assets in higher-risk jurisdictions such as Africa and Pakistan, will remain with the parent, it added. “Following rigorous analysis, the board has decided to move forward with preparations for an initial public offering of Barrick’s North American gold assets in order to maximize shareholder value,” the company said in the statement. The company’s North American assets could be worth almost $62 billion in value if investors assign the spinoff a premium similar to that of North American rival Agnico Eagle Mines Ltd., according to Bloomberg Intelligence analyst Grant Sporre. Still, breaking up the company could also make the new unit more vulnerable to takeover interest. Bloomberg News reported in October that Newmont Corp. (NYSE: NEM) was examining a potential deal to gain control of Barrick’s prized Nevada assets. It already holds a minority stake in a Nevada joint venture with Barrick. Since being appointed in the wake of Bristow’s exit, Hill has ushered in sweeping changes, including restructuring regional operations and shaking up the senior management team. Barrick has seen successive years of declining output at a time when gold prices have soared, leading to it trade at a lower valuation relative to peers. Barrick’s board — led by John Thornton — has also overseen efforts to woo investors with higher payouts and share buybacks. On Thursday, the company more than doubled its fourth-quarter dividend to $0.42 per share from the previous three months and said it had bought back $500 million of stock in the final quarter of 2025. The miner posted a sixth straight year of declining output, with production falling 17% to 3.26 million ounces — the lowest in at least 25 years. Barrick expects to churn out even lower volumes in 2026, despite taking back control of the Loulo-Gounkoto complex in Mali. The dramatic slump underscores long-running challenges at Barrick that have tested investor patience as the Canadian miner fails to keep pace with a record-breaking rally in bullion. Geopolitical instability at key mines in Africa, Pakistan, and Papua New Guinea have led to significant operational disruptions, weighing on production. “North American output looks set to fall vs. 2025, underscoring ongoing issues at the Nevada Gold Mines JV, the core asset in the planned NewCo, which may limit scope for a valuation premium at listing.”

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2/5/2026

Elliott Raises Toyota Industries Stake in Push to Block Buyout

Bloomberg (02/05/26) Takahashi, Nicholas

Elliott Investment Management has increased its stake in Toyota Industries Corp. (TYIDY) again as the activist investor ramps up efforts to block the Toyota group’s bid to take the company private. The U.S. fund now owns around 7.1% of Toyota Industries, according to a filing on Thursday. Since revealing a 5% stake in November, Elliott has increased its shareholding twice as it rallies investors to push for a better deal. The latest move, disclosed one week before the tender offer closes, may add to the challenges the Toyota group faces in getting a potential squeeze-out over the line. While Elliott’s campaign has already seen Toyota group sweeten its offer to ¥18,800 — valuing Toyota Industries at ¥6.1 trillion ($39 billion) — it’s still unclear how many of its fellow minority shareholders will join them in opposing a deal that’s become a high-profile test of Japanese corporate governance reforms. Toyota Industries shares closed at ¥19,255 on Thursday, and have consistently traded above the group’s offer price. Elliott has previously suggested a standalone plan in which Toyota Industries could achieve a valuation of more than ¥40,000 per share by 2028 by unwinding cross-shareholdings, consolidating, improving capital allocation and implementing governance reforms. The Toyota group’s privatization bid is set to cost it ¥5.4 trillion, which includes ¥4.3 trillion for the Toyota Industries buyout, and needs two-thirds of voting shares for the tender to succeed. So far, owners of 4.1% of Toyota Industries stock have expressed their intent to tender shares at the below-market offer. Should the proposal pass, the company would fall under the control of an unlisted real estate firm called Toyota Fudosan Co. The deal would rank among Japan’s biggest corporate buyouts on record and strengthen the founding family’s grip over the country’s largest business group. That entanglement underpins ongoing governance flaws despite improved disclosures on financial model assumptions, the Asia Corporate Governance Association said in a statement published on Thursday. Toyota’s treatment of group companies as independent minority shareholders also effectively reduces the true threshold for a potential squeeze-out, undermining Japanese guidelines and conduct code protections, it said. The take-private bid “continues to lack meaningful transparency around expected synergies or underlying value creation mathematics,” the ACGA said. “Rather, opaque decision-making and the absence of forward-looking disclosures will concentrate all power within an unlisted parent that escapes public scrutiny and accountability.”

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2/5/2026

Japan's Fuji Media Considers Sale of $3.9 Billion Real Estate Empire After Activist Pressure

Mingtiandi (02/05/26) Caillavet, Christopher

Japanese broadcaster Fuji Media Holdings (4676) announced this week that it would consider the introduction of outside capital into its real estate business, bowing to pressure from shareholders seeking higher returns. Fuji Media’s real estate arm comprises developer Sankei Building, hospitality operator Granvista Hotels & Resorts and nine other subsidiaries, with total assets of JPY 613.1 billion ($3.9 billion), according to a Tuesday filing with the Tokyo Stock Exchange. The tentative plan includes the “possibility of a complete sale of the business,” said the group led by president Kenji Shimizu. U.S.-based Dalton Investments has been pressuring the media giant since early last year to spin off its real estate, unwind cross-shareholdings and reform its corporate governance after a sexual harassment scandal. Nikkei Asia reported last week that Dalton, which holds a 7.51% stake in Fuji Media, planned to submit a proposal pressing the group to buy back stock. On Wednesday of this week, Fuji Media outlined plans to repurchase up to JPY 235 billion ($1.5 billion) in shares, but the Tokyo-based group warned: “It is possible that due to market trends or other reasons, the company may not purchase some or all of these shares.” In its Wednesday statement, Fuji Media said it had struck a deal with entities linked to another investor, Yoshiaki Murakami, to buy back all of their shares, with the move seen as quashing a threatened tender offer that would have boosted their stake to 33.3%. “We will improve capital efficiency by combining growth in media and urban development businesses through the introduction of external capital,” Shimizu told reporters in Tokyo. The Fuji Media saga is taking place amid a wave of investor activism in Japan, with U.S.-based Elliott Management having issued a set of demands to developer Sumitomo Realty (8830) last June in a bid to enhance shareholder value. The firm led by founder and president Paul Singer outlined four key areas of concern — poor shareholder returns, excessive cross-shareholdings, declining capital efficiency and subpar governance — and urged Sumitomo Realty to implement “tangible reforms” like increasing its shareholder payout and setting a credible return target. A plan published in response by the builder in August lacked ambition and urgency, Elliott said in a release. Previously, Elliott had purchased a stake in Tokyo Gas (9531) in 2024. After Elliott urged the city gas provider to boost value by selling some parts of its extensive real estate portfolio, Tokyo Gas last January earmarked assets for sale to fund growth investments. U.S. fund managers have been backing buyouts of Japanese companies with an eye, in part, to unlocking unrealized value from real estate assets on their balance sheets. After a protracted battle against Bain Capital, KKR in February of last year privatized Fuji Soft (9749) in a deal valuing the company at north of $4 billion. KKR had nodded to the systems developer’s property holdings in its original tender offer made in August 2024. Seven months after the takeover, Mingtiandi reported that Fuji Soft had sold a 14-asset portfolio of office properties to Japan Metropolitan Fund, a KKR-managed REIT, for JPY 68.7 billion (then $463 million). The software maker is leasing back the divested assets. In the closing weeks of 2025, KKR joined forces with Asia-focused private equity shop PAG to acquire the real estate business of Sapporo Holdings (2501) in a deal valuing the property assets and operations at JPY 477 billion ($3 billion). The deal capped months of bargaining over Sapporo Real Estate after the brewer came under pressure from shareholders to streamline its business and shed non-core assets.

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2/5/2026

Jack in the Box Goes on Defense in Biglari Proxy Battle

Restaurant Dive (02/05/26) Littman, Julie

Jack in the Box (NASDAQ: JACK) is urging shareholders to vote for all of its director nominees, including David Goebel, who serves as independent chair of the board, at its annual meeting of shareholders on Feb. 27. The chain is fighting back against actions taken by Sardar Biglari, who is pushing shareholders to unseat Goebel according to a press release. Biglari has been engaged in a proxy battle with the chain and vying for seats on the board over the past few months. Jack in the Box reiterated the progress of its Jack on Track plan and says that it needs the expertise of all board members, including Goebel, to continue executing its transformation strategy. Jack in the Box has been battling against Biglari since last year, when it deployed a poison pill preventing Biglari from gaining significant shares in the chain. The chain suffered negative same-store sales over several quarters, posting a 7.4% decline for fiscal Q4 2025 — its worst drop in years. Jack’s board members and management team have met with the Biglari Group “over many months as part of our commitment to constructive shareholder engagement,” the company said. These discussions included considering Biglari for a board seat, but the board “ultimately determined he was not well suited to serve as director.” Despite these discussions, Biglari nominated himself and another candidate for the board engaging in what the chain called a “distracting proxy contest.” Although Biglari Group nominated its own candidates, it also highlighted its approval of nine board members, including Goebel, during its December campaign. Biglari Group ultimately removed the board nominations, Jack in the Box said. “Despite the Board’s efforts, the Biglari Group has now launched a ‘vote no’ campaign against Mr. Goebel, which we believe is intended to advance the Biglari Group's own interests rather than those of all Jack in the Box shareholders,” Jack in the Box wrote. Jack in the Box highlighted the experience of its board members, emphasizing Goebel's restaurant experience at Applebee's, where he served as CEO, and his tenure as an operator with Boston Market and other franchise concepts. “Goebel, in particular, is one of the most qualified franchise executives in the quick-service restaurant and casual dining sector, with expertise that is highly important to Jack in the Box as a 93% franchised system,” the company said. “Goebel brings institutional knowledge from his tenure on the Board, and acts as a figure of continuity as the brand carries out its 'JACK on Track' turnaround plan.” The chain highlighted progress on its turnaround strategy, including 51 closures completed through Q4 2025 — with more planned for fiscal 2026 — that resulted in a “positive impact on our franchisee's portfolio health” as customers have moved to nearby Jack in the Box restaurants. The company also sold Del Taco last year to Yadav Enterprises for $119 million, with net proceeds used to retire $105 million in debt. Jack in the Box isn't the only chain Biglari has targeted recently. Last year, he engaged in a vocal campaign against Cracker Barrel's (NASDAQ: CBRL) CEO Julie Masino calling for her ouster following a controversial rebranding campaign that led to traffic and sales declines. Masino maintained her seat, but Cracker Barrel shrank its board from 10 to nine seats after Biglari contributed to the unseating of another board member.

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2/5/2026

Charles River Shutters Maryland Facility as Investor Pushes Changes

Boston Business Journal (02/05/26) Baratham-Green, Hannah

As part of its ongoing strategic review, Charles River Laboratories (NYSE: CRL) is closing a U.S. facility and laying off workers. Charles River will shut down a cell therapy facility in Hanover, Maryland, and lay off about 20 workers, according to a WARN filing. Spokesperson Sam Jorgensen said all client work should be transitioned to other Charles River facilities by the end of second quarter of 2026. The Wilmington-based contract research organization has been going through a transition in recent years amid broader economic uncertainty. Charles River has encountered a slower demand for its services from clients who were undergoing their own financial challenges. As a result, the company went through a restructuring to reduce costs that resulted in layoffs and consolidating parts of the company’s global footprint. Charles River is still one of the largest life sciences companies in the state, with about 2,200 employees based in Massachusetts out of its global workforce of nearly 20,000. More recently, Elliott Investment Management has also gotten involved in Charles River, pushing the company to conduct a strategic review of its business and shake up its board last year. Charles River said in November 2025 that it would sell off underperforming businesses and focus on areas with more growth potential. The company plans to complete any potential sales by the middle of 2026, but has not specified what businesses might be cast off. One of the areas for growth that Charles River has spotlighted is moving into alternative methods of testing that don't use animals. Last year, Charles River set up a new advisory board to guide its transition to find alternatives to animal testing. Jorgensen reaffirmed to the Business Journal that Charles River is still “undergoing a strategic review of our business and growth prospects to sharpen our focus on core strengths, streamline the portfolio, and position Charles River for sustainable, long-term value creation.” Charles River determined as part of this review that the Hanover cell therapy facility is “not a strategic fit,” per Jorgensen. While 20 positions are slated to be impacted, Jorgensen said Charles River would give some employees the chance to move to other positions in the company. Charles Rivers’ strategic review has also impacted its workforce in Massachusetts. A few months ago, the company said it was cutting 68 jobs at its headquarters facility located at 251 Ballardvale St. in Wilmington. Jorgensen said this was tied to moving its research models production from Wilmington to other U.S. sites. Additionally, at the start of 2025, the company told North Carolina state officials it would scale back operations in North Carolina as it closes one facility and plans to wind down operations at another.

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2/5/2026

Apartment Owner Veris Residential Being Pushed to Sell Itself, Sources Say

Reuters (02/05/26) Herbst-Bayliss, Svea

A large real estate investor wants high-end rental properties owner Veris Residential (VRE.N) to put itself up for sale, arguing a transaction could reward shareholders with a 70% premium to the real estate investment trust's current share price. Erez Asset Management, which owns nearly 5% of Veris Residential, urged the Jersey City, New Jersey-headquartered company to begin a formal review of strategic alternatives and to publicly announce and fully market the process, according to two sources and a document seen by Reuters. The current call for a sale comes several years after President Donald Trump's son-in-law Jared Kushner's family business tried to buy Veris. Erez, run by former Goldman Sachs (GS) banker Bruce Schanzer and a top 10 investor in Veris, pressed management and the board to act quickly and boldly now that its three main competitors have announced similar reviews, said the sources who could not speak about the private plans publicly. A Veris representative did not immediately respond to a request for comment. "We urge you to promptly initiate a comprehensive review of strategic alternatives, accompanied by a public announcement and broad dissemination of the opportunity to all qualified parties," Schanzer wrote in a letter sent to the Veris board chair and chief executive officer on December 1 and seen by Reuters. Schanzer ran a shopping center real-estate investment trust called Cedar Realty Trust for more than a decade and helped sell it in 2022. "We estimate that shareholders could realize approximately $22-$25 per share in a sale, after transaction expenses, representing roughly a 40-70% premium to Veris’ current share price," the letter said. Veris, which has an enterprise value of roughly $3 billion, traded at roughly $16 on Thursday. Veris, formerly called Mack-Cali Realty Corp, has taken a lot of positive steps including asset sales, debt reduction, capital investments and operational initiatives, but it continues to trade at a sizable discount to its net asset value. Three years ago, Veris said in a statement that it planned to launch a strategic review process in due course in order to understand "potential opportunities to unlock the substantial value that has been created for our shareholders." Erez is pressing the company to get going on its pledge now. Also this week's market sell0ff might help real estate assets, analysts said, noting that investors' demand for real assets is climbing and that sales in the space may be accelerated by the recent reduction in interest rates. In late 2022, the company rejected unsolicited bids from Kushner Cos, the family business associated with President Donald Trump's son-in-law Jared Kushner.

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2/4/2026

Fuji Media Shares Drop as Buyback Plan Heralds Activist Exit

Bloomberg (02/04/26) French, Alice

Fuji Media Holdings Inc. (TYO: 4676) shares plunged as much as 12% after the embattled Japanese firm announced a large share buyback plan and said entities linked to investor Yoshiaki Murakami indicated they would sell their stakes. The broadcaster’s stock fell to ¥3,475 at one point in Tokyo, marking its steepest intraday decline since August 2024. The company announced it plans to repurchase up to ¥235 billion ($1.5 billion) of its own shares in a Feb. 3 release. The buyback plan marks a potential end to one of Japan’s most high-profile cases of shareholder activism in recent years. The Murakami-led funds said they intend to sell their Fuji Media stakes once the company announced further measures to strengthen shareholder returns, according to Tuesday’s disclosure. Murakami has been campaigning for higher returns and the divestment of Fuji Media’s real estate unit. Fuji Media’s shares may be falling because “everyone expects that’s the end” of Murakami’s campaign and the upside that came with it, said Travis Lundy, a Hong-Kong based equity analyst who focuses on shareholder activism in Japan. But there’s no guarantee that activists will sell their stakes all at once, especially now the share price has dropped, Lundy added. “Fuji Media is agreeing to act a lot faster and more aggressively on its Reform Action Plan, but it may have jumped the gun,” he said. The company was once Japan’s most competitive broadcaster but has been embroiled in scandal since Dalton Investments raised concerns over management’s mishandling of sexual harassment allegations in early 2025. Fuji Media’s outlook remains cloudy, with uncertainty likely weighing on investor sentiment, said Kenzaburou Yamada, an analyst at Tokai Tokyo Intelligence Laboratory Co. “Competition is growing in the content industry, and it’s difficult to see how they’ll grow in the long term,” he said.

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2/4/2026

Activist Fund-Sponsored ISS Seminar Raises Neutrality Questions

Korea Times (02/04/26) Hyun-woo, Nam

A planned seminar in Seoul by Institutional Shareholder Services (ISS), the world’s largest proxy adviser for institutional investors, is raising questions over the firm's neutrality, as the event is sponsored by a local fund. According to industry officials, the U.S. advisory firm will hold its first seminar in Korea at IFC Seoul in Yeouido on Feb. 12, weeks before Korean companies begin their annual general meetings and decide whether to accept shareholder proposals. The event is hosted by Bside Korea, the operator of a local shareholder platform that received seed investment from the fund Align Partners in 2021. Align Partners is sponsoring the seminar. With more than 1,700 global institutional investors as clients, ISS wields substantial influence at key moments in shareholder decision-making, including governance issues and mergers. In the Korean market, it has particular influence over foreign investors, who have relatively limited access to information about the companies they invest in. In 2019, ISS played a critical role in helping Hyundai Motor (KRX: 005380) and Hyundai Mobis (KRX: 012330) fend off Elliott’s demands by characterizing the fund’s proposals as excessive. In 2015, ISS opposed the merger between Samsung C&T (KRX: 028260) and Cheil Industries, a stance that later became a starting point for a prolonged controversy over the legitimacy of the deal. Industry officials say ISS' participation in an event hosted and sponsored by activist-linked entities may be seen as undermining the firm’s neutrality. Bside Korea's platform allows shareholders to launch or join shareholder campaigns and has been used by Align Partners in its engagements with companies including SM Entertainment (KOSDAQ: 041510), JB Financial Group (KRX: 175330), and Coway (KRX: 021240). In 2022, Align Partners requested that SM Entertainment terminate its contract with founder Lee Soo-man’s personal company and improve its governance structure, and ultimately succeeded in pushing through its demands. In 2024, the fund also secured the appointment of two outside directors to the board of JB Financial Group, and is currently pressing Coway to strengthen shareholder return policies and enhance its independence from its parent company, Netmarble, through Bside Korea. “Given the enormous influence that a major proxy advisory firm like ISS has on shareholder meetings, speaking at an event sponsored by an activist fund and hosted by an activism platform could send the wrong signal,” an industry official said. ISS rejected concerns over its neutrality, saying in a statement to The Korea Times that it will “discuss publicly disclosed information regarding our benchmark voting policies on Korea” and that “there will be no risks” of undermining its impartiality. “We have neither solicited nor received payment from the organizer for our participation, consistent with our policies,” ISS said. “Most importantly, we’re a policy-based organization whereby any proposal, whether filed by an activist or mainstream investor, must be measured against that policy, which is publicly disclosed. No preferential treatment can be afforded to any party, under our model. “ISS is not an activist or advocacy organization. Rather, we are an impartial, federally regulated service provider to institutional investors who direct and control their own proxy voting decisions.” Align Partners CEO Lee Chang-hwan told The Korea Times that the seminar is open to all institutional investors and listed companies interested in attending, and will be helpful for all market participants. "Align Partners decided to sponsor the event at the request of Bside Korea, taking into account the positive impact that ISS' visit could have on Korea’s capital market," he said. "In particular, the law firm Yulchon, which provides defensive advisory services to listed companies, is also participating as a sponsor, making it a meaningful event for all parties involved." He added that Align Partners has made a minority investment in Bside Korea, but it is not involved in the platform’s management. Bside Korea stressed that it operates as a platform used both for shareholder activism and companies defending their management rights, citing its involvement in a campaign related to Kolmar Holdings' conflict over its managing rights. "We do not take sides. Our company also carries out many side projects with listed firms,” Bside Korea CEO Lim Sung-chul said. "The upcoming seminar will be open to all listed companies without restrictions on participation. We are also carefully addressing neutrality to improve foreign investors’ access to local companies. Many other firms hold similar seminars inviting proxy advisory firms, and we do not believe such events significantly undermine neutrality."

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2/4/2026

D.E. Shaw to Push for Board Shake-Up at Real-Estate Data Giant CoStar

Wall Street Journal (02/04/26) Thomas, Lauren; Grant, Peter

D.E. Shaw is planning to push for a board shake-up and other big changes at CoStar Group (CSGP), a major commercial real-estate information provider that is already facing pressure from Third Point, according to people familiar with the matter. D.E. Shaw believes CoStar’s shares have underperformed because of its “high-risk, money-losing” investment in Homes.com, a consumer-facing platform that aggregates home listings, according to a letter D.E. Shaw plans to deliver to CoStar’s board of directors and make public later Wednesday. D.E. Shaw says a change of leadership is needed to address CoStar’s underperformance, according to the letter, which was seen by The Wall Street Journal. The exact size of D.E. Shaw’s stake couldn’t be learned, but the firm is one of CoStar’s biggest shareholders, the people familiar with the matter said. Founded in the 1980s by Andrew Florance, CoStar has become the dominant force in commercial real-estate data. It became a go-to source for office-market data on building dimensions, sales and other statistics, then later pushed into other areas, providing data for hotels, apartments and other property types. About five years ago, Florance began expanding CoStar into the single-family housing market, long dominated by Zillow Group and Realtor.com, which is operated by News Corp, parent of The Wall Street Journal. CoStar did this through Homes.com. In its letter, D.E. Shaw said that Florance is anchored to the “unsuccessful” Homes.com strategy and that the board is “unable or unwilling to faithfully perform its critical oversight function.” D.E. Shaw wants CoStar to also find ways to monetize Homes.com, refocus on the company’s core business, buy back stock and restructure executive compensation, the letter said. The firm didn’t explicitly say it plans to launch a proxy fight but leaves the door open to one. A spokesperson for CoStar said in a statement that “there is strong shareholder alignment with the board’s unanimous support for a strategy that includes Homes.com for creating durable long-term shareholder value.” CoStar has a market value of roughly $22 billion. Its shares were down over 23% year to date as of Tuesday, in part because of investor fears the company is overspending and facing stiffer competition. D.E. Shaw had already been pushing for changes at CoStar. Last year, the parties came to an agreement that also included activist hedge fund Third Point, averting a big proxy fight. That agreement expired last week, opening the door for further aggravation from the two investors. Third Point, run by Daniel Loeb, said last week it is planning to nominate a fresh slate of director candidates at CoStar. Third Point also said it wants CoStar to consider strategic alternatives for Homes.com and other related businesses. CoStar said in response that it has been engaging extensively with shareholders, including Third Point. It said Loeb’s firm was acting “like a child,” and maintained that CoStar has a sound strategy in place. In its statement Wednesday, CoStar said that “D.E. Shaw has once again chosen to latch on to Third Point’s dangerously misguided effort to have CoStar Group abandon Homes.com.”

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2/4/2026

Third Point Founder Dan Loeb Signals Activist Push Focused on SK Square

alphabiz.co.kr (02/04/26) Lee, Paul

Daniel Loeb, the founder of activist hedge fund Third Point, is expected to pursue an activist strategy centered on SK Square (KRX: 402340), according to a report published exclusively by Maeil Business Newspaper on Tuesday. Third Point said it has been in communication with SK Square since the third quarter of last year, shortly after initiating its investment, to discuss ways to enhance corporate value. The fund has built what it described as a “meaningful” stake in both SK Hynix (KRX: 000660) and SK Square—large enough to warrant active engagement with management. SK Hynix shares have risen more than 200% since the second quarter of last year. Loeb said he has met with members of SK Square’s board since last summer to present concrete proposals aimed at addressing undervaluation, adding that Third Point holds a larger position in the more liquid SK Hynix shares. Loeb is widely regarded as having raised the bar for shareholder activism by focusing not merely on short-term share price gains, but on structural reforms and long-term re-rating of companies. Since founding Third Point in 1995, he has led high-profile activist campaigns at global companies such as Yahoo, Sony (NYSE: SONY), and Disney (NYSE: DIS). Third Point played a key role in Yahoo's management overhaul and restructuring in 2012, and pushed for board changes and cost-cutting measures at Disney in 2022. While taking a more indirect approach with SK Hynix, Third Point has emphasized what it sees as deep undervaluation. According to the fund's estimates, SK Hynix's price-to-earnings ratio based on projected 2026 earnings stands at just 6.5 times. Based on current share prices, this implies that Third Point expects SK Hynix's annual net profit to exceed KRW 100 trillion. Loeb said SK Hynix has already surpassed Samsung Electronics (KRX: 005930) in next-generation high-bandwidth memory (HBM), adding that it is the most undervalued name in an already undervalued memory sector. Third Point has also proposed capital market initiatives, including the issuance of American Depositary Receipts (ADRs), arguing that such a move would improve global investor access and trading liquidity. Loeb said SK Hynix should continue pursuing an ADR listing, which would further elevate its status as a core supplier in global AI infrastructure. The fund believes both SK Hynix and SK Square should deploy a portion of their free cash flow more aggressively toward shareholder returns. In particular, Third Point argued that SK Square—whose net asset value (NAV) trades at a steep discount—should divest non-core minority stakes and even use leverage to fund large-scale share buybacks and cancellations. With SK Hynix likely to shift from a net debt position to a net cash structure as early as the first quarter of this year, Loeb said share repurchases would be a rational capital return strategy given the company's growth outlook. “The best investment SK Square can make is in its own shares,” Loeb said, adding that the company should buy back as much stock as possible, even if it requires borrowing. Despite these proposals, Third Point stressed that it does not plan to launch an aggressive activist campaign ahead of this year's annual general meetings. The fund also ruled out forming an activist alliance, or “wolf-pack strategy,” similar to the coordinated shareholder actions seen at Samsung C&T's 2024 annual meeting.

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2/3/2026

Investors Use New Tactics to Pressure BP on Climate Change

Financial Times (02/03/26) Mooney, Attracta; Moore, Malcolm

BP (NYSE: BP) is being challenged over its surge in upstream oil and gas spending by a group of shareholder activists and pension funds as they switch tactics on climate change to question the sector’s business strategy. Nest, the UK’s largest workplace pension scheme by membership, Swiss federal pension fund Publica, and four British local authority funds are part of the move, taken in response to companies such as BP ditching their renewable energy businesses and rolling back climate pledges. The investor group will target “undisciplined capital allocation” at BP and have co-filed a resolution with the Australasian Centre for Corporate Responsibility (ACCR) at BP’s annual meeting in April. The resolution will mean incoming BP chief executive Meg O’Neill again faces the ACCR, which repeatedly challenged her at Woodside Petroleum. The shareholder proposal calls for BP to set out how the company takes “a disciplined approach to capital expenditure in order to generate an acceptable return on capital” for new oil and gas projects. In a presentation to shareholders last February, BP said it was making a “fundamental reset” to its strategy which would see it pivot away from renewable energy and focus on oil and gas production. It said it would increase its spending on oil and gas by $1.5 billion to $10 billion a year and axe spending on clean energy from $7 billion to $1.5 billion-$2 billion a year. “We are reallocating capital to the highest-return opportunities,” said Murray Auchincloss, the former BP chief executive, who pledged to increase BP’s return on average capital employed from 12% in 2024 to more than 16% by 2027. Gordon Birrell, BP’s head of production, said the next generation of BP’s oil and gas projects would have an internal rate of return of more than 20%. ACCR’s shareholder resolution is the second filed at BP this year after Dutch group Follow This and more than 20 institutional investors called on the oil and gas company to disclose its strategies for maintaining profitability if the demand for fossil fuels declines. The two resolutions indicate that shareholder groups that previously pushed for oil and gas companies to set out net zero emissions targets are now pivoting towards a focus on longer-term profitability. Diandra Soobiah, director of responsible investment at Nest, said BP had “underperformed for the past decade, including the period they were prioritizing oil and gas production." “Now they have dropped their renewables strategy, investors need to be reassured that any expansion to their upstream oil and gas portfolio will be governed by robust capital discipline and generate sustainable returns,” she said. Meg O'Neill speaks at a podium with two microphones during Woodside Energy Group's (NYSE: WDS) annual general meeting. The ACCR said its research had found that the $22 billion BP spent on conventional oil and gas projects over the past six years had delivered limited value to shareholders. “Investors would be concerned if the new CEO, Meg O’Neill, doesn’t take the opportunity to genuinely reflect on the numbers and poor returns from oil and gas growth projects and whether increasing upstream capex will create more shareholder value,” said Nick Mazan at ACCR. The resolution asks the company to disclose by April 2027 an assessment of the relative cost competitiveness of projects, cost overruns and delays, and how continued capital expenditure on exploration would create value for shareholders. The investors behind the resolution account for just 0.42% of the capital and it marks the first time that ACCR has filed a resolution at BP. However, ACCR gained the support of a fifth of voting shareholders for a resolution questioning Shell’s gas expansion strategy at its annual meeting last year, as well as from almost 30% of voting shareholders at Glencore (GLNCY) in 2023. In 2020, ACCR won the backing of more than half of voting shareholders for a landmark resolution calling for ambitious climate targets at Woodside, where O’Neill was a senior executive from 2018 before becoming chief executive in 2021. It also filed resolutions there again in 2022.

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2/3/2026

PepsiCo’s Drink Sales Are Improving, and it’s Planning to Cut Snack Prices

CNBC (02/03/26) Lucas, Amelia

PepsiCo (NASDAQ: PEP) on Tuesday reported quarterly earnings and revenue that topped analysts’ expectations, fueled by improving organic sales across its business. Demand for the company’s snacks has been sluggish as consumers balk at higher prices. This year, Pepsi plans to lower prices on products like chips from its North American food division to “improve competitiveness and the purchase frequency of our brands,” executives said in prepared remarks. Productivity savings will offset the lower prices, they said. Shares of the food and beverage giant fell more than 1% in premarket trading. Here’s what the company reported compared with what Wall Street was expecting, based on a survey of analysts by LSEG: Earnings per share: $2.26 adjusted vs. $2.24 expected; Revenue: $29.34 billion vs. $28.97 billion expected. Pepsi reported fourth-quarter net income attributable to the company of $2.54 billion, or $1.85 per share, up from $1.52 billion, or $1.11 per share, a year earlier. Excluding restructuring and impairment charges and other items, the company earned $2.26 per share. Net sales rose 5.6% to $29.34 billion. Organic revenue, which strips out foreign currency, acquisitions and divestitures, increased 2.1% in the quarter. “PepsiCo’s fourth quarter results reflected a sequential acceleration in reported and organic revenue growth, with improvements in both the North America and International businesses,” CEO Ramon Laguarta said in a statement. However, the company is seeing volume declines, particularly for its North American businesses. The metric excludes pricing and foreign exchange fluctuations to reflect demand more accurately. Global volume for its food fell 2% in the quarter, although global volume for its drinks ticked up 1%. Pepsi’s home market was once again the weak point of the quarter, although it is showing signs of improvement. Inflation-weary shoppers have been buying less of Pepsi’s snacks and drinks in a sign of consumer backlash against higher prices. PepsiCo Beverages North America, which includes Gatorade, Starry, and Poppi, saw volume shrink 4%, though its organic sales rose 2%. PepsiCo’s North American food division, which spans brands from Quaker Oats to Cheetos, reported that volume fell 1%. Although it reported higher volume growth than the North American beverage unit this quarter, Pepsi’s domestic food business has been the laggard of the portfolio for more than a year. To improve demand for its snacks, Pepsi is planning to cut prices on some packages of select brands, including Lay’s, Tostito’s, Doritos, and Cheetos, executives said in prepared remarks. In addition to price cuts, key brands, like Lay’s, Tostitos, Gatorade, and Quaker have been undergoing makeovers that include simpler ingredients and new packaging to help bring back customers. Pepsi is also working on expanding its portfolio to include more functional drinks, whole grains, protein and fiber. Pepsi also reiterated the outlook for 2026 that the company provided in December. The company is projecting that organic revenue will rise between 2% to 4% and core constant currency earnings per share will increase in a range of 4% to 6%. In December, Pepsi struck a deal with investor Elliott Investment Management, which had revealed a roughly $4 billion stake in the company two months earlier. As part of the agreement, Pepsi said it would slash its U.S. product lineup by 20%, cut costs across its food and beverage operations and lower snack prices. Elliott did not receive any seats on Pepsi’s board. As Pepsi implements that plan this year, the company is projecting that its North American business will improve, while its international divisions remain “resilient,” according to Laguarta.

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2/3/2026

Fuji Media Unveils Big Share Buyback to Push Out Activist

Bloomberg (02/03/26) Sano, Hideyuki

Fuji Media Holdings Inc. (4676) has unveiled a massive share buyback plan to repel investor Yoshiaki Murakami, effectively ending one of Japan’s most high-profile corporate battles in recent years. Under the plan, Fuji Media will repurchase up to ¥235 billion ($1.5 billion) of its own shares. The Murakami-led entities have indicated their intention to sell their entire stake in the broadcaster, Fuji said. The agreement marks the end of a months-long standoff with Murakami, who had been aggressively campaigning for higher shareholder returns and the divestment of Fuji’s profitable real estate unit. Since first disclosing their position in April last year, Murakami’s entities rapidly built a 17.33% stake. “It looks like they reached a settlement,” said Daisuke Uchiyama, senior strategist at Okasan Securities (8609.T). “This was likely the only realistic exit strategy for the activists, especially considering the size of their position.” Fuji Media said it could repurchase up to 71 million shares—roughly 34.4% of its outstanding stock excluding treasury shares. The company did not disclose the specific purchase price per share. The buyback represents approximately 25% of the company’s market capitalization. Fuji said it will use its own cash and bank loans to finance the share buyback, adding it has plenty of cash and can expect steady cash flow to pay back the debt. Fuji, once Japan’s most competitive broadcaster, has become a prime option for activists including Dalton Investments last year after the management’s mishandling of sexual harassment allegations lead to a sponsor boycott.

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2/3/2026

Disney Names Josh D’Amaro as Next C.E.O.

New York Times (02/03/26) Barnes, Brooks

Josh D’Amaro, a 28-year Disney (DIS) veteran with vast theme park experience but little expertise in movies and television, will succeed Robert A. Iger as Disney’s chief executive, ending a nearly three-year search, the company said on Tuesday. Disney’s board voted unanimously to give Mr. D’Amaro the job. He will assume power on March 18, when Disney is scheduled to hold its annual shareholder meeting. He will also join the company’s board. After Mr. D’Amaro, 54, takes control of the company, Mr. Iger, 74, will serve as a senior adviser and board member until his retirement on Dec. 31, when his contract expires. At that point, he will leave Disney entirely, the company said. Mr. D’Amaro most recently served as chairman of Disney Experiences, a division with $36 billion in annual revenue that includes theme parks, a fast-growing cruise line and consumer products, including video games. Mr. D'Amaro's unit made up roughly 60% of Disney's profit last year: Disney, in some ways, has become more of a travel company than a media one. James P. Gorman, Disney’s chairman, said in a statement that Mr. D’Amaro possessed “that rare combination of inspiring leadership and innovation, a keen eye for strategic growth opportunities and a deep passion for the Disney brand and its people — all of which make him the right person to take the helm.” Disney also promoted Dana Walden to president and chief creative officer, effective March 18. Ms. Walden, 61, has been Disney’s top television executive (excluding ESPN) with joint oversight of streaming. Her remit, Disney said, will now include ensuring that “storytelling and creative expression across every audience touchpoint consistently reflect the brand.” Ms. Walden will be the first companywide chief creative officer in Disney’s 103-year history. Mr. Iger noted in a statement that Ms. Walden “commands tremendous respect from the creative community.” She joined Disney in 2019 after the company’s $71.3 billion acquisition of 21st Century Fox assets. She started her career as a Fox publicist, eventually rising to run the Fox broadcast network and associated television studio. Succession has been hanging over Disney since 2022, when Mr. Iger — having bungled the process in 2020 — came out of retirement to retake the company’s reins. This time around, an outsider, Mr. Gorman, a veteran Wall Street banker, managed the succession process. He was recruited to serve on the Disney board in 2024 as part of Mr. Iger’s response to attacks from investors, one of whom, Nelson Peltz, harshly criticized the company for slipshod succession planning. Although the company considered outside candidates, the search came down to four internal leaders: Ms. Walden; Alan Bergman, Disney’s movie chief; Jimmy Pitaro, whose fief is ESPN; and Mr. D’Amaro. The question of whether any of them would ascend to the top job had captivated Hollywood, which long viewed Ms. Walden as the most viable candidate. Disney has a history of bumpy transfers of power. Mr. Iger’s predecessor when he was first elevated to run the company, Michael D. Eisner, tried to cling to his job, and in the end turned over a struggling company. During his earlier, 15-year stint as Disney’s chief executive, Mr. Iger delayed his retirement four times and seemed reluctant to leave when he did. The last time Mr. Iger stepped back, he quickly soured on his successor, Bob Chapek, who, like Mr. D’Amaro, ascended from the company’s theme park division. The epic power struggle that followed between the two destabilized the company and ended with Mr. Iger’s return to Disney. A Disney chief executive is an instant celebrity. He (they’ve all been men) presides over what are perceived as some of the most powerful and glamorous businesses in the world: the Marvel, Disney, Pixar, Lucasfilm and 20th Century movie studios; the ABC broadcast network and news division; cable channels like ESPN, FX and National Geographic. Its 14 theme parks on three continents attracted an estimated 145 million visitors in 2024. Disney also has a fast-growing cruise line, with eight ships in the water and five more on the way. Even by chief executive standards, the pay is enormous. Mr. Iger’s compensation last year totaled $45.8 million. Mr. D’Amaro was given a compensation target of roughly $38 million for his first year in the role, including a one-time bonus of about $9.7 million, according to a securities filing on Tuesday. But the challenges facing Mr. D’Amaro are vast. He will take over Disney at a time of colossal industry upheaval, from the collapse of traditional TV to the rise of generative artificial intelligence. If the most recent era at Disney was about building up an arsenal of intellectual property — Mr. Iger orchestrated Disney’s purchases of Marvel, Pixar, Lucasfilm and most of 21st Century Fox — the next period will largely be about technology. Disney will need to harness A.I. to continue building its streaming empire (Disney+, Hulu and an ESPN service) and compete with Netflix (NFLX), YouTube and TikTok. To increase its hold on teenagers and 20-somethings, Disney will also need to become a bigger player in games. Disney already licenses its characters for video games, but the company — at Mr. D’Amaro’s prodding — is investing billions of dollars in a Fortnite-connected Disney universe.

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2/3/2026

Billionaire Investor Peltz Open to More Buyouts

Reuters (02/03/26) French, David

Nelson Peltz is looking to go back to his roots with Trian Fund Management and could buy more companies outright in the future, the billionaire investor said on Tuesday. One of the best-known activist investors, Peltz helped found Trian in 2005 and has since campaigned to oust management and board members and change strategy at companies including Walt Disney (DIS.N), Kraft Heinz (KHC.O), and Procter & Gamble (PG.N). Trian and investment firm General Catalyst agreed in December to buy Janus Henderson (JHG.N) for $7.4 billion, the culmination of a more than five-year investment by Trian that started out as activism. Peltz told the WSJ Invest Live event in West Palm Beach, Florida, that the Janus deal harkened back to successful buyout investments earlier in his career, and market conditions were conducive for further dealmaking. "We used to buy all of a company, and I liked doing that as I don't have to do a dance for a boardroom," Peltz said, noting it allowed changes at a company to be implemented quicker than taking a stake and negotiating with an existing board. "Prices have become more reasonable, deals are becoming more productive. So we can do things the way we like to do them." The billionaire hedge fund manager said that while he liked a lot of things which U.S. President Donald Trump has done during his second term, he disagreed with his use of tariff policy and how it has been focused on revenue generation, instead of promoting free trade. "I think he is using tariffs the wrong way," he said. "I was hoping that the threat of tariffs was going to lower tariffs, so we had closer to free trade between us and our trading partners, and not being used as a source of revenue." He added that while there was still time for the course to be changed, tariff policy should help U.S. companies be more competitive, by bringing down the cost of selling U.S. cars in Germany for example.

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2/3/2026

Elliott Lowers Stake in Southwest Airlines

Dallas Business Journal (02/03/26) Albanese, Mike

Elliott Investment Management LP, which helped push Southwest Airlines Co. (NYSE: LUV) to enact major changes, has lowered its stake in the Dallas-based airline. Elliott sold more than 4 million shares in a series of transactions from Dec. 18, 2025, to Jan 22., according to a Feb. 2 filing with the Securities and Exchange Commission. That lowered its stake in Southwest to 9%, although Elliott noted its "combined economic exposure" was 10.7%, including options and swaps. The firm's holdings in Southwest had an aggregate value of about $1.3 billion at the time of the filing. At its peak, Elliott had a roughly 16% stake in the carrier. In the filing, Elliott said it made the transactions "for portfolio management purposes." The firm noted it intends to remain a "significant" shareholder and expressed confidence that Southwest's "execution of ongoing strategic initiatives will translate to greater profitability, accretive capital-allocation opportunities and shareholder value creation." Elliott sold a total of more than 6.4 million shares at a range of $40.70 to $43.51, according to the filing. The firm also reported purchasing almost 1.9 million shares at a range of $41.30 to $41.64. Previously, Elliott purchased 2.1 million shares in mid-December at a range of $40.92 to $42.20, according to a Dec. 16 filing. Southwest shares soared to their highest levels in years recently after the company reported fourth-quarter earnings on Jan. 28 that beat analyst expectations and also predicted its profit would quadruple in 2026. The stock reached $48.50 on Jan. 29 and has since continued to tick up, closing Feb. 3 up 3% to $51.19. Shares of Southwest have reached their highest level since November 2021 and have risen almost 24% year to date. In the fourth quarter, adjusted profit totaled $301 million, or 58 cents per share. While down 15% from the same quarter a year prior, Southwest edged out Wall Street analysts' projection of 57 cents per share. The company saw record revenue in the quarter and for the full year at $7.4 billion and $28.1 billion, respectively, as it implemented new initiatives like bag fees. Elliott began building up its Southwest stake in mid-2024 and pushing for changes, blaming management for a stagnant stock price. The two sides reached a deal that October to avert a proxy fight and reshaped the airline's board. Since then, Southwest has embarked on a major transformation, ending its widespread "bags fly free" policy and introducing other changes like premium seating. It also just made the switch last month from open seating to assigned seats, transforming a boarding process that for decades set Southwest apart from other airlines.

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2/3/2026

Nelson Peltz Takes a Shot at Bob Iger Over Disney’s CEO Transition

Wall Street Journal (02/03/26) Thomas, Lauren; Fritz, Ben

Nelson Peltz, two years removed from fighting for board seats at Walt Disney (DIS), threw a fresh zinger at Bob Iger and his CEO succession plan on Tuesday. In an interview at The Wall Street Journal’s Invest Live event, Peltz questioned the motives behind the selection of parks and cruise-ship head Josh D’Amaro as Iger’s successor. The company chose D’Amaro over entertainment Co-Chairman Dana Walden. “Iger needs a reason to stay on,” Peltz said. “And if he put the person in charge of entertainment as the CEO, he wouldn’t have an excuse to stay on.” Iger previously stepped down in 2020 in favor of former parks chairman Bob Chapek. The two men clashed internally over control after the transition and Iger ultimately came back as CEO in 2022. Peltz, the co-founder and CEO of Trian Fund Management, predicted that history would repeat itself and Iger would eventually announce that “Josh doesn’t know anything about the movie business…Therefore, I’m gonna stay on and guide them.” D’Amaro will become Disney’s CEO on March 18. Iger will stay on as a director and senior adviser for the company until his contract expires on Dec. 31. Disney’s succession process was run by board Chairman James Gorman, who previously helped manage his own succession at Morgan Stanley. Gorman said in an interview that the succession committee considered more than 100 people before homing in on several internal and external candidates. He said Iger was as involved in the process as other board members not on the succession committee, but his primary role was mentoring internal candidates including D’Amaro and Walden. Gorman, who wasn’t on Disney’s board during the Chapek era, predicted Iger’s second CEO transition would go more smoothly. “There’s no tension here,” he said. “This will go down well.” Peltz twice tried to force his way onto the board of Disney and battled Iger over who would take over the entertainment giant. But Disney investors backed Iger and the board, most recently in 2024, rejecting the activist’s concerns. Trian sold the stock the day after losing the vote in April 2024 and the shares have fallen about 15% since then. Trian no longer has a stake in Disney. “That’s what happens when you beat us in a proxy fight,” Peltz said.

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2/3/2026

Toyota Is Relying on Ties Over Price in Elliott Buyout Row

Bloomberg (02/03/26) Stevenson, Reed; Sano, Nao

Despite a tender offer that’s below market price and an aggressive counter-campaign waged by Elliott Investment Management, the Toyota group can count on a handful of loyal shareholders to subscribe to its buyout proposal of supplier Toyota Industries Corp. (6201.T). Owners of 4.1% of Toyota Industries stock have expressed their intent to tender shares at the below-market offer of ¥18,800 per share. That includes Toyota affiliates and suppliers as well as major insurers like Aioi Nissay Dowa Insurance Co., Mitsui Sumitomo Insurance Co., and Tokio Marine & Nichido Fire Insurance Co. The tender period closes on Feb. 12. Their willingness to side with management and the broader Toyota group despite the lowball pricing underscores the complexity of business dealings in Japan, and reflects the uphill battle facing Elliott in attempting to derail the transaction. For local investors in Japan, it’s not just price that will determine their support of the buyout, but also whether stable ownership and governance of the Toyota group — the country’s biggest and most important company — can be maintained. Domestic investors “are unlikely to deliberately stir up trouble, as they wish to maintain amicable business relations,” said Norikazu Shimizu, an analyst at Iwai Cosmo Securities. “While it’s an activist’s job to drive up prices and profit, companies actually running the business don’t operate that way. The goal is mutual development, aiming for improved capital efficiency by channeling proceeds from share sales into growth investments.” That divide is already apparent. One Toyota Industries investor, who asked not to be identified because of the sensitive nature of the transaction, said a key part of their decision would be whether the company could continue to have a meaningful role in Japanese society should it be taken private. The goal isn’t to generate profit from just one company, but have an investment that benefits from the development of the Japanese economy as a whole, the person said. Another investor, who also asked not to be identified, said price is a short-term consideration and their focus is on maintaining business operations for the long-term. For Elliott, which holds a 6.7% stake in Toyota Industries, those arguments are antithetical to the ethos of activist investing and the fund has repeatedly urged shareholders to reject Toyota group’s buyout proposal. Toyota Industries owns stakes in other companies that, combined, match or exceed the proposed buyout price — meaning that the Toyota group would be getting it, effectively, for free. Since the revised tender offer in mid-January, Toyota Industries shares have traded above the offer price and closed at ¥19,350 on Tuesday, giving it a valuation of ¥6.3 trillion. The buyout offer values Toyota Industries at ¥6.1 trillion. The culture clash has seen the deal, which stands to be one of the biggest acquisitions of its kind in Japan, emerge as a litmus test of corporate governance reforms designed to unwind complex cross-shareholdings and boost value for investors. The Toyota group’s privatization bid is set to cost it ¥5.4 trillion, which includes ¥4.3 trillion for the Toyota Industries buyout. Toyota Industries said Tuesday that it’s communicating with shareholders on the tender offer. The purchasing entity led by Toyota Fudosan Co. said on Monday that the current offer was the “best possible price reflecting the intrinsic value” of the company. Meanwhile, Elliott is holding firm in its opposition to the buyout as it publicly argues for other shareholders to join it in rejecting the deal. While the investor’s stake is much smaller that the 48% controlled by the business group behind Toyota Motor (NYSE: TM), it may only need an additional 7% of voting shares to win, according to Travis Lundy, an independent analyst who’s been involved in Japanese equities and investor activism for over two decades. Passive investors, which hold shares as part of index funds or ETFs and account for about 19% of the voting rights, aren’t likely to sell if the offer price remains significantly low. Tendering below the market price would present an “asymmetric downside risk” for passive fund managers, whose performance needs to track the broader stock benchmarks, Lundy said. Elliott this week reiterated its view that the Toyota group’s proposal “very significantly undervalues” Toyota Industries, setting the stage for a standoff that will run until next week’s deadline. The fund has suggested a standalone plan in which Toyota Industries could achieve a valuation of more than ¥40,000 per share by 2028 by unwinding cross-shareholdings, consolidating, improving capital allocation and implementing governance reforms. Whatever the outcome, the fight is likely to keep attention on whether take-private deals led by founding families deliver fair value to minority shareholders and could influence how forcefully investors challenge similar transactions in the future.

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2/2/2026

Nano Dimension Adopts Limited Duration Shareholder Rights Agreement

Globe Newswire (02/02/26)

Nano Dimension Ltd. (Nasdaq: NNDM), a leader in digital manufacturing solutions, announced that its Board of Directors has adopted a limited duration shareholder rights agreement. The adoption of the Rights Agreement is intended to protect the long-term interests of Nano Dimension and all Nano Dimension’s holders of American Depository Shares (“ADSs”) and enable them to realize the full potential value of their investment in the Company. The Rights Agreement is designed to reduce the likelihood that any entity, person or group would gain control of, or exert significant influence over, Nano Dimension. The Rights Agreement is not intended to prevent or interfere with any action with respect to Nano Dimension that the Board determines to be in the best interests of the Company. Instead, it will assist the Board with fulfilling its fiduciary duties to the Company by ensuring that the Board has sufficient time to make informed judgments about any attempts to gain control or significantly influence Nano Dimension. The Rights Agreement will encourage anyone seeking to gain a significant interest in Nano Dimension to negotiate directly with the Board prior to attempting to gain control or significantly influence the Company. The Rights Agreement is similar to those adopted by other similarly positioned publicly traded companies. Pursuant to the Rights Agreement, Nano Dimension will issue one special purchase right for every one ADS outstanding at the close of business on February 13, 2026. Each right will allow its holder to purchase from Nano Dimension one (1) ADS, at a purchase price of $0.01 per ADS, once the rights become exercisable. The rights would become exercisable only if an entity, person or group acquires beneficial ownership of 9.99% or more of Nano Dimension’s outstanding ordinary shares in a transaction or transactions not approved by the Board. The rights under the Rights Agreement will expire on February 1, 2027. The Rights Agreement does not restrict shareholders from engaging in a public proxy or consent solicitation.

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2/2/2026

Elliott Intensifies Standoff over Toyota Industries Buyout

Bloomberg (02/02/26) Du, Lisa

Elliott Investment Management said it continues to oppose the Toyota group’s proposal to buy out Toyota Industries Corp. (6201.T) at a ¥6.1 trillion ($39 billion) valuation, keeping up pressure on one of Japan’s most influential business groups after it refused to raise a tender offer. The investor, which held a 6.7% stake in Toyota Industries as of Jan. 15, said it maintains its position that the ¥18,800 per share revised tender offer “very significantly undervalues” the company. Elliott is ramping up its opposition as it looks to undermine what could be one of the largest buyout deals on record. The transaction would see Toyota Industries — a maker of looms and forklifts that fathered Toyota Motor Corp. (NYSE: TM) — delisted and solidify the founding family’s grip on Japan’s largest business group. Toyota Asset Preparatory, an entity formed to take control of Toyota Industries, said on Monday that the current offer was the “best possible price reflecting the intrinsic value” of the company. Elliott has been approaching other shareholders and already made repeated calls to persuade investors to resist the Toyota group’s offer. The investment firm has released a presentation outlining its opposition, saying Toyota Industries is worth at least ¥26,000 a share, and could be closer to ¥40,000 by 2028 if it focused on unwinding cross-shareholdings, consolidating, improving capital allocation, and implementing governance reforms. “Elliott does not intend to tender its shares into the Revised TOB at the current terms and strongly encourages other shareholders not to tender,” the firm said in its latest statement. Shares of Toyota Industries fell 2.2% on Tuesday morning in Tokyo, but at ¥19,370 they still trade above the buyout offer price. The company is scheduled to report its quarterly results Tuesday. The privatization proposal, led by Toyota Motor Chairman Akio Toyoda, was announced in June and drew quick criticism from investors who said the initial ¥16,300 per share offer undervalued the company. The group then boosted its offer in early January — raising it to ¥18,800 per share and kicking off a tender period that will run until Feb. 12.

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2/2/2026

Donerail Offers to Buy Superyacht Service Company MarineMax

Reuters (02/02/26) Herbst-Bayliss, Svea

Donerail Group has offered to buy MarineMax (NYSE: HZO) for $35 per share in an all-cash deal that would value the superyacht service company at just over $1 billion, three sources familiar with the matter told Reuters. The offer comes several months after the investment group pressed MarineMax to make sweeping changes, ranging from selling itself to replacing its chief executive as the marinas business becomes a hot investment area. Headquartered in Clearwater, Florida, MarineMax caters to a wealthy clientele through its 65 marinas and storage locations and 70 dealerships, with megayachts listed for sale on its website in the millions of dollars. MarineMax hired Wells Fargo bankers earlier this year after receiving the offer while Donerail and its investment partners retained Jefferies to pursue the takeover, said the people, who asked not to be identified in order to discuss the private talks. Donerail, co-founded by Will Wyatt and Wes Calvert in 2018, owns nearly 5% of MarineMax and met with management several times in recent months to lay out concerns about how capital is allocated. It also criticized the company for what it said was a flawed strategy as well as its oversight of financial matters, Reuters previously reported. MarineMax was trading around $26.09 earlier Monday, valuing the company at roughly $575 million. While MarineMax has made some changes and replaced several directors, including removing the chief financial officer from the board last year, the moves failed to satisfy Donerail. Donerail isn't the only party expressing interest in MarineMax, the sources said, noting that others have signaled possibly wanting to buy a portion of the company - namely its marina business. Industry analysts previously said there may be considerable interest for all of MarineMax or pieces of it, especially now that interest rates have dropped and consumer demand for boats appears to be rising. MarineMax's stock price has climbed 8% this year, getting a boost when the company reported last month that same-store sales rose 10% in its fiscal 2026 first quarter. But the stock price is down 12% in the last 12 months and has lagged even more over the last five years, dropping 37% while the broader S&P 500 index has risen 82%. Donerail's offer is coming to light just before the Miami International Boat Show, the world's largest, kicks off next week and also before MarineMax's annual meeting, currently scheduled for March 3. At the meeting, investors will decide who sits on the company's board, with three of the company's seven board members, including CEO Brett McGill, standing for election. McGill, son of MarineMax founder Bill McGill, took the reins in 2018 and has sought to pivot the company from a leading retailer to an integrated marine business by buying Island Global Yachting in 2022. The acquisition of IGY, which owns luxury marinas in the U.S., Europe, the Caribbean and Latin America, left the company with more debt, and industry analysts said the integration has not been smooth. In 2024, for instance, the Mexican Navy took control of the Marina Cabo San Lucas from IGY after the company failed to effectively renew its lease with the government. Ultra-wealthy yacht owners have only a few locations to dock their vessels, which provides a steady stream of income for these types of marina owners. Alternative asset manager Blackstone bought marina and superyacht-servicing business Safe Harbor last year for $5.7 billion.

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2/2/2026

Japan's Top Business Lobby Invites Elliott for Governance Talks

Reuters (02/02/26) Yamazaki, Makiko

Japan's biggest business lobby, Keidanren, has invited investor Elliott Investment Management to a private meeting on March 5 to discuss issues of corporate governance, it told member firms in a notice seen by Reuters. Elliott's recent activity in Japan has seen it take stakes in several large companies such as Toyota Industries (6201.T), Tokyo Gas (9531.T), Kansai Electric Power (9503.T), Sumitomo Realty & Development (8830.T), all members of the lobby group. The rare meeting underscores the growing influence of shareholder activism in Japan, as Keidanren, a pillar of the corporate establishment, seeks direct dialogue with one of the world's most powerful hedge funds. An Elliott portfolio manager overseeing Japanese equity investments is expected to outline the fund's investment strategy and approach to engagement with companies, followed by "a frank exchange of views," it added. "We believe it is important to deepen our understanding of activists' investment policies and areas of focus, while also seeking to foster their understanding of how Japanese companies approach corporate governance," Keidanren said in its notice. Keidanren confirmed the planned meeting in response to Reuters' request for comment, but declined to give details. Elliott could not be reached immediately for comment. Investors' interest in Japan has grown as recent governance reforms, regulatory pressure for better capital efficiency and stock market undervaluation have boosted its appeal. There were 75 activist firms operating in Japan in 2025, a figure that has climbed steadily from 10 in 2015, says IR Japan. Activist firms' investment in Japanese equities has surged to 13 trillion yen ($84 billion) by 2025, as they increasingly target large, blue-chip firms, many among Keidanren's roughly 1,600 members, to go beyond small or mid-size companies. At the same time, concern is growing within Keidanren that some shareholders' emphasis on short-term profits could discourage longer-term growth investment and prompt uniform demands that do not fully reflect specific company's conditions. In policy proposals to the government in December, Keidanren said companies should ensure appropriate value distribution to a broad range of stakeholders, including employees, business partners and local communities, rather than just shareholders. The government is planning to revise the corporate governance code this year.

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2/2/2026

Devon Agrees to Buy Oil Rival Coterra for US$21.4 Billion in Stock

Bloomberg (02/02/26) Wethe, David; Carnevali, David; Davis, Michelle F.

Devon Energy Corp. (NYSE: DVN) agreed to acquire rival shale driller Coterra Energy Inc (NYSE: CTRA) for about $21.4 billion in stock, one of the largest oil and natural gas deals in years. The deal calls for Coterra stockholders to receive 0.7 Devon shares for each share they own, according to a statement Monday. The company will keep the Devon name, and Devon Chief Executive Officer Clay Gaspar will remain as CEO after the deal closes. Kimmeridge Energy Management Co., an oil and gas investor with stakes in both companies, has voiced support for a potential tie-up that would allow the combined company to focus on their Delaware Basin assets. The deal, expected to close in the second quarter and generate about $1 billion in pre-tax savings, illustrates how shale companies are pushing to consolidate as many of the best U.S. drilling sites have been tapped. The combination would strengthen their positions in the Permian Basin of West Texas and New Mexico, the country’s largest and most productive oil field, giving them more scale to better compete with rivals such as Exxon Mobil Corp. (NYSE: XOM) and Diamondback Energy Inc. (NASDAQ: FANG). “We’ve now built a diverse asset base of high-quality, long duration inventory to drive resilient value creation and returns for shareholders through cycles,” Gaspar said on Monday. Devon shareholders will own 54% of the combined company, and Coterra shareholders will own 46%. Devon has rights to about 400,000 net acres in a fast-growing swath of the Permian known as the Delaware Basin, where Coterra also has a 346,000-acre position. Coterra also has a large position in the Marcellus Shale. The combined company would be one of the biggest oil and natural gas producers in U.S. shale with pro-forma third quarter output of more than 1.6 million barrels per day of oil equivalent. The enterprise value of the deal is around $58 billion. Coterra was formed through the 2021 merger of Cimarex Energy Co. and Cabot Oil & Gas Corp. At the time, analysts were baffled by the logic of oil-heavy Cimarex pairing with Cabot, which focused on natural gas. After the close, Devon will move its headquarters to Houston while keeping a presence in Oklahoma City where it’s currently based.

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2/2/2026

Toyota Has ‘No Intention’ of Raising $34 Billion Take-private Offer After Elliott Challenge

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

Toyota (NYSE: TM) has said it has “no intention” of raising its ¥5.4 trillion ($34 billion) offer to take its largest subsidiary private, setting up a showdown with Elliott Management, which has staunchly objected to the carmaker’s price. Toyota Asset Preparatory, an entity formed to take control of car parts supplier Toyota Industries (6201.T), said on Monday that its offer of ¥18,800 a share was its “best possible price." “The tender offer price represents the best possible price reflecting the intrinsic value of the target company,” Toyota Asset said in a stock exchange filing, adding that it had “no intention to change the tender offer price." The bid by Toyota Asset — which consists of Toyota Motor, its chair Akio Toyoda, and real estate group Toyota Fudosan — is one of the world’s largest take-private deals and could reshape Japan’s biggest business empire and set the tone for corporate governance across Tokyo’s stock exchange. The proposal has been praised for seeking to unwind cross-shareholdings, which can lead to abuses of minority shareholder rights. But it has also provoked intense criticism from investors and corporate governance experts for its low offer and opaque valuation method. Toyota raised its offer once after investors and shareholders accused it of underpaying. Elliott has been on the offensive to block the deal, arguing that Toyota’s offer undervalues the business. It has taken a more than 6% stake in Toyota Industries and has been lobbying shareholders to withhold tendering their shares. The fund believes Toyota Industries, which is also the world’s largest forklift maker, should be valued at more than ¥25,000 a share. It published a note last week arguing the company had “a clear path to...more than ¥40,000 per share by 2028.” Toyota Industries currently trades at close to ¥19,800 a share, above the offer price. Shareholders have until February 12 to tender their shares, but the deadline can be extended. Elliott still faces an uphill battle to block the tender. Toyota can force a full acquisition by controlling two-thirds of all shares. It currently holds close to 50%, taking into account cross-shareholdings and companies close to Toyota, according to people familiar with the transaction. They added that Elliott was prepared to continue increasing its stake in the days before the tender closes and that it could launch an offer for enough shares to try to block the deal.

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2/2/2026

Fifth Third Closes Comerica Acquisition

American Banker (02/02/26) Leffert, Catherine

Fifth Third Bancorp (NASDAQ: FITB) officially acquired Comerica, marking the completion of one of the largest bank deals in recent history. The acquisition, which was valued at $10.9 billion when it was announced, crossed the finish line less than four months after it was announced. Now, Fifth Third will merge its retail strategy with Comerica's commercial footprint in hopes of locking down market share in markets such as Texas and Michigan. The deal not only signals that merger timelines are getting faster as the Trump administration eases up on regulatory scrutiny, it's also further affirmation that banks are seeking scale to compete. Cincinnati-based Fifth Third now has some $290 billion of assets, making it the 16th largest insured depository institution in the country. But the race to the finish line wasn't completely smooth sailing. HoldCo Asset Management had pressured Comerica to sell itself last summer, sued the banks for breach of fiduciary duties related to the transaction, in an attempt to block the banks from combining. A judge shot down HoldCo's claims last week, paving the way for Fifth Third and Comerica to cross the T's on their agreement. Fifth Third now has to integrate its purchase. The bank expects to convert Comerica's branches and systems early in the fourth quarter. Many analysts praised the transaction, which, unlike many bank combinations, didn't dilute tangible book value. From when the deal was announced until the last day of trading before the deal closed, Fifth Third's stock price rose some 13%, and Comerica's had surged more than 25%. In the same time, the Nasdaq Regional Banking index rose less than 9%. Fifth Third projected in October that the acquisition would boost earnings per share by 9% in 2027 and would include one-time charges of $950 million. The company expects to generate $850 million in savings, primarily from headcount reductions, but also through the elimination of facilities, systems and vendors. The bank had paused recruiting for open roles to keep positions available for Comerica employees once the companies combined. Fifth Third has also taken over as the financial agent for the Treasury Department's Direct Express prepaid debit card program. The bank announced it had won the contract, which had previously been Comerica's, in early September, before the CEOs said they began conversations about combining. Spence has said that the acquisition of Comerica will eliminate transition risk as Fifth Third runs the program, which disburses federal benefits to about 3.4 million Americans.

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1/31/2026

Opinion: Activist Dan Loeb Dusts Off His Poison Pen as He Seeks a Board Refresh at CoStar Group

CNBC (01/31/26) Squire, Kenneth

On Jan. 27, Third Point sent a letter to the CoStar Group (CSGP) board calling on them to replace a majority of the board and align management compensation to total shareholder return; consider strategic alternatives for Homes.com and related residential real estate (RRE) businesses; and refocus on the core commercial real estate (CRE) business. Third Point was previously bound by standstill restrictions following a settlement for board seats last year, which expired on Jan. 27. The firm now plans to nominate a new slate of directors. CoStar is a provider of online real estate marketplaces, information, and analytics in the property market. It manages major brands including CoStar Suite, LoopNet, Apartments.com, and Homes.com. Approximately 95% of the company’s revenue is derived from its core commercial real estate (CRE) franchises, which largely consists of CoStar Suite and Apartments.com. These businesses benefit from high barriers to entry, strong pricing power, proprietary data and subscription-based business models that drive recurring revenue and highly predictable free cash flow. Because of these dynamics, this business has historically traded at a premium to its Information Services peers but is now trading in line with them. This regression in the company’s valuation largely stems from CoStar’s aggressive investment into the residential real estate (RRE) marketplace, Homes.com, which the company acquired in May 2021, write Ken Squire, founder and president of 13D Monitor and the founder and portfolio manager of the 13D Activist Fund. From the beginning, CoStar’s plan to build a dominant online classifieds business in the U.S. RRE industry was deeply flawed. Unlike its core CoStar Suite and Apartment.com businesses, Homes.com lacks clear competitive advantages and meaningful differentiation and faces intense competition from well-established peers like Zillow (Z). Nevertheless, over the past five years, CoStar has invested roughly $5 billion in its RRE segment, $3 billion of which was in the U.S. Despite this massive investment, the U.S. RRE businesses generated only $60 million of revenue in 2024 and $80 million in 2025. Moreover, in addition to these direct financial losses, these initiatives have diverted focus from the core CRE business, limiting its growth potential. It was this backdrop that initially prompted Third Point to engage with CoStar last year, which ultimately resulted in a support agreement between the company, D.E. Shaw and Third Point. This agreement included (i) the addition of Christine McCarthy, John Berisford and Rachel Glaser as directors to the board; (ii) the retirement of Michael Klein, Christopher Nassetta and Laura Kaplan from the board; (iii) the appointment of Louise Sams as independent board chair; and (iv) the creation of a capital allocation committee. While these governance changes appeared to be a meaningful step in the right direction, progress has been deeply disappointing. Management has continued to move forward with its U.S. RRE initiatives, repeatedly shifting the strategy and missing targets even after they had been revised. In fact, the RRE business has gotten so bad that in 2025, the company cut Homes.com subscription pricing by over 30% and Homes.com is now expected to reduce 2025 adjusted EBITDA by more than 65%. Moreover, these losses are not going away anytime soon, as CoStar’s new medium-term guidance now projects that Homes.com will not break even until 2030. Unsurprisingly, these failures continue to be reflected in the company’s share performance, which has been underperforming the S&P 500 by over 45 percentage points since the date of the agreement and over 120 percentage points over the past five years. With the standstill period now expired, it’s perhaps no surprise that Third Point is escalating its engagement, issuing a letter to the CoStar board calling on them to (i) replace a majority of the board and align management compensation to total shareholder return; (ii) consider strategic alternatives for Homes.com and related RRE businesses; and (iii) refocus on the core CRE business. While the latter two of these initiatives may feel intuitive given the aforementioned track record, it prompts the troubling question as to why this has not already been put into motion. The answer to that is the board’s failure to hold management accountable. In fact, the company has rewarded CEO Andrew Florance. In 2024, he received approximately $37 million in total compensation, placing him in the top 10% of S&P 500 CEO earners despite the company being in the bottom 10% of performers. The board has done nothing to remedy this going forward as it has proposed tying only 25% of his future long-term incentives to total shareholder return, further disconnecting his pay from shareholder outcomes and particularly concerning for a CEO with de minimis stock ownership. This was done by the new board with three of eight directors recently appointed through the Third Point/D.E. Shaw settlement agreement, which appears to underscore the degree of control the CEO maintains over the company. While this may seem like a tall task, if Third Point succeeds, the upside potential appears significant. The firm points out that CoStar Suite alone has significant untapped pricing power, with an average selling price of just $350 per month, far below comparable information services products. Third Point also believes that the company has substantial opportunities to expand into adjacent end markets and develop new agentic products. Overall, Third Point believes that the CRE business should be capable of achieving EBITDA margins above 50% in the medium term, with further expansion over time given that peers ultimately achieve margins from 60% to 70%. In addition, the company’s under-levered balance sheet also provides capacity for meaningful share repurchases, creating further opportunities for shareholder value creation. Putting it all together, absent the RRE distraction, Third Point believes that the CRE business could compound revenue at a mid-teens rate and grow earnings power per share in excess of 20% annually. This engagement is an example of shareholder activism the way it ought to be. Third Point quickly and amicably agreed to a settlement with the company to give it a chance to show Third Point that it can change its ways and start to turn around its poor performance. Had CoStar Group done that, you would not be reading this right now. But the company did the opposite, leaning into the strategy that has been failing it and its shareholders. So, now Third Point knows two things for sure: (i) change is definitely needed and (ii) three new directors is not enough to release the grip that Florance has on the board. We would expect to see Third Point nominate anywhere from three to six new directors. Two of the three directors (Christine McCarthy and John Berisford) appointed in last year’s settlement were selected by Third Point, and we would expect them to not be targeted this year. So, assuming they are on the ballot as incumbents, Third Point could get a majority of the board by winning three seats. The decision whether to go for more than three will be made after consulting advisors on strategy and doing proxy math, particularly in the era of the universal ballot. There is an outside chance that the firm goes for eight if the company does not nominate McCarthy and Berisford. We would hope to see a Third Point executive nominated because in situations like this where substantial change is needed and that change has been met with resistance by a founder/CEO for so many years, it is helpful to have the activist in the room who designed the plan and is most passionate about it. While Third Point does not overtly call for it, it is hard to imagine a scenario where the firm wins meaningful board representation and Florance stays on as CEO – it does not seem like either of them would want that. Third Point, founded by Dan Loeb, is a true pioneer in shareholder activism, but has used it more sparingly in recent years as dictated by the market environment and available opportunities. He invented the poison pen letter in a time when it was often necessary. As times have changed, he has transitioned from the poison pen to the power of the argument. However, in this campaign we see shades of the old Dan Loeb – using phrases like “feckless board of directors” and “CEO and his supine enablers.” We particularly enjoyed his analogy of a CEO’s compensation to elementary school children who win participation awards for finishing last. CoStar Group saw the new, more amicable Dan Loeb in April when he settled for three new directors. Now, the company may have woken up the Dan Loeb of the past, who has been in a sort of hibernation for years. We will not know for sure until March 13 when the nomination window opens.

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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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2/6/2026

Commentary: Toyota’s Buyout Options all Come With a Taint

Reuters (02/06/26) Lockett, Hudson

Hudson Lockett, Reuters Breakingviews columnist, says, "The battle lines have been drawn. Toyota Motor (7203.T), its Chair Akio Toyoda, and the family's unlisted firm Toyota Fudosan insist they have “no intention” of raising their revised bid of 5.65 trillion yen ($36 billion) to take Toyota Industries private. That's far too low, Breakingviews calculates, as does Paul Singer's Elliott Investment Management, which is lobbying other independent investors not to sell shares in the tender offer that closes on Thursday. Whatever happens in the next few days, though, this deal will stand as a lesson in how to conduct M&A badly. If the buyer consortium wins, it - and by extension the Toyota brand - will be marked as shortchanging shareholders. At 18,800 yen-per-share, the new offer put on the table last month merely adjusted for the increase in Industries' holdings in other publicly traded Toyota companies and undervalues the target by 40%, Breakingviews calculates. The bidders have a big advantage in their push to obtain the 67% of shares necessary for a squeeze out: thanks to Toyota group holdings and those of allies, they have 50% already locked up. But a win would not be the end of the affair. Elliott, which owns 7.1% of Industries, would probably take the new owners to court to have the price reappraised. Japanese judges are typically wary of ruling on matters of valuation, but in October 2024, Tokyo’s high court ruled in favor of Oasis Management that the fair value of FamilyMart shares was 13% higher than Itochu's (8001.T) successful buyout offer. That case is still under appeal but will embolden shareholders to keep challenging lowball deals. Comments published on Thursday by the Asian Corporate Governance Association would strengthen Elliott's case. It points out potential red flags in how Industries' board special committee conducted negotiations. It also estimates that the median price for Japanese tender offers launched since fair M&A guidelines were introduced in 2019 is 2.5 times book value; Breakingviews calculates Toyoda and team are dangling a ratio of just 0.9 times book. Insiders can try to avoid court by meaningfully increasing the price. There's a good reason to do so: with the shares trading above the tender offer, index funds are unlikely to sell, and they hold around 19%. Add on Elliott's stake, and that's not far short of the 33.1% needed to block the deal. Bumping up the bid would help secure more support, but at the cost of a loss of face for the corporate titan. The other possibility is that they don't raise the price, investors block the buyout and the Toyota trio walk away from the transaction. That would expose them as cynical opportunists only willing to strike a deal at the heavy expense of supine independent shareholders. All these options would leave a taint on Toyota group. If nothing else, other Japanese corporations considering how to unwind cross-shareholdings may learn how not to do it from its example."

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2/2/2026

Proxy Battle Crashes Jack’s Birthday Party

San Diego Business Journal (02/02/2026) Bloodworth, Donald

Quick-service restaurant chain Jack in the Box Inc. (Nasdaq: JACK) appears to be headed toward a proxy fight, with an investor calling for change on the company board. Sardar Biglari, 48, runs Biglari Capital Corp. and Biglari Holdings (NYSE: BH) as well as other businesses. He is CEO of Steak ’n Shake and owner of the Western Sizzlin steakhouse chain. Biglari’s entities have amassed slightly less than 10% of Jack in the Box stock. A proxy statement sent to Jack in the Box stockholders by Biglari Capital states that “shareholders need to send a strong message” to their board “that the status quo is unacceptable. This message can be rendered by voting against the reelection of Chairman David Goebel.” Jack in the Box has set its annual meeting for Feb. 27. The moves come as Jack in the Box works to stem losses and get back on the path to growth following several setbacks, including the purchase and money-losing sale of Del Taco. A company representative said people should get their information from the proxy statement filed by Jack in the Box Inc. “The Board recommends that you simply disregard any materials sent to you by, or on behalf of, the Biglari Group,” says a proxy statement filed by the corporation, dated Jan. 21. “We are not responsible for the accuracy or completeness of any information provided by, or relating to, the Biglari Group contained in any proxy solicitation materials filed or disseminated by, or on behalf of, the Biglari Group or any statements that the Biglari Group or its representatives have made or may otherwise make.” Goebel, 75, has been a company director since 2008 and chairman since 2020. He brings more than 40 years of leadership in retail, food service and hospitality to his job as chairman. “We believe that, under the right leadership and oversight, JACK can achieve long-term success, and we remain committed to working with leadership toward that end,” the proxy statement from Biglari Capital says. “In our view, however, the incumbent board does not have the right experience, skill set and/or willingness to address strategic missteps and reverse years of stockholder value destruction. As such, we felt compelled to take further action by bringing these issues directly to shareholders and allowing them to voice their dissatisfaction with the board and the company.” In addition to removing a board member, Biglari Capital’s proxy statement asks shareholders to reject pay raises for executives. Proxy statements from both Jack in the Box and Biglari Capital give timelines of events. According to Biglari Capital’s proxy statement, Biglari met with company officials in 2024 and 2025 to discuss finances, operations, his desire to sit on the board and whether his representatives might sit on the board. The Jack in the Box proxy statement says at one point, Biglari Group notified the company it was withdrawing its nomination of Biglari to the board. In November, Jack in the Box appointed two new board members and enlarged the board from eight to 10 members. Mark King and Alan Smolinisky joined the board in connection with a cooperation agreement between the company and one of its stockholders, GreenWood Investors LLC. Biglari Capital’s proxy statement alleges that Jack in the Box lost $460 million in its purchase and subsequent sale of Del Taco. “How can shareholders trust a board that just squandered $460 million?” the proxy statement says. The document also takes issue with the board hiring three CEOs in the last decade. This is not Biglari’s first push for change in the restaurant industry. According to Fortune magazine, the executive has attempted seven proxy battles with Cracker Barrel Old Country Store Inc. (NASDAQ: CBRL) and took part in the spirited national debate when the restaurant chain changed its logo last year. A shareholder dispute is not the kind of thing Jack in the Box’s marketing team wants to focus on. In addition to steering customers toward Jack in the Box stores, they would prefer to celebrate the 75th anniversary of Robert Peterson opening his first Jack in the Box store on El Cajon Boulevard in 1951. The year will bring several promotions and limited-time menu items to the chain, which now has roughly 2,135 company-owned and franchise outlets across the United States. On Jan. 14, the company invited a dozen reporters, bloggers, and TikTok videographers to the big kitchen in its corporate headquarters on Kearny Mesa. There they got the lowdown on 2026 promotions and assembled their own “Hot Mess” cheeseburgers, replete with runny cheese sauce, jalapeños and onion rings, all on a sourdough roll. The concoction was introduced in 2013 and will be available in stores this month. Meanwhile, the company is working on its financial situation. In mid-November, Jack in the Box reported same store sales in its fourth quarter declined 7.4% over Q4 of 2024, far surpassing the 2.1% decline reported one year ago. The business attributed the loss to a decrease in transactions and what it called “an unfavorable menu mix.” The business plans to report quarterly financial results again on Feb. 18. Shortly after the beginning of the year (Jan. 9), Jack in the Box announced that it repaid $105 million in debt – specifically its Series 2019-1 4.476% fixed rate senior secured notes, Class A-2-II. The move “reflects the meaningful progress we continue to make toward strengthening our balance sheet and positioning the company for sustainable growth under ‘JACK on Track,’” said CEO Lance Tucker, referring to the campaign to improve the business. “Our efforts to improve long-term financial performance, accelerate cash flow and simplify our company while preserving growth-oriented capital investments are working, and we remain committed to executing against these strategic priorities to deliver value for our shareholders.” The business says it plans to continue to pay down debt through a combination of cash on hand and targeted real estate sales. Jack in the Box announced on Dec. 22 that its sale of Del Taco Holdings Inc. to Northern California-based Yadav Enterprises had closed, bringing in approximately $109 million cash. The remaining $10 million is in the form of a 21-day promissory note. As Jack in the Box works to improve its financial situation, the promotions roll on. One of Jack in the Box’s giveaways this year is a collection of “Jibbi” bag charms – Jack in the Box characters rendered in the popular Japanese-inspired style. The company has also collaborated with The Hundreds, the Los Angeles-area streetwear brand. “The partnership taps into a larger cultural moment where food, fashion and identity are all becoming one, as brands move beyond traditional categories to meet fans where they are,” according to marketing materials.

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2/2/2026

Investor Engagement Reshapes Appian’s Strategic Landscape

Ad Hoc News (02/02/26)

Appian (NASDAQ: APPN), the enterprise software specialist, faces a pivotal period shaped by two significant developments. The entry of a notable shareholder and a dramatic reversal in a high-stakes legal battle have fundamentally altered the company's outlook. With management now under increased scrutiny, investor attention is zeroing in on the imminent release of the company's annual financial results. Adding a layer of complexity is the recent ruling by the Supreme Court of Virginia in Appian's lawsuit against rival Pegasystems (NASDAQ: PEGA). In early January, the court overturned a previous multi-billion dollar judgment in Appian's favor, ordering a new trial. This decision transforms a potential financial windfall into a long-term uncertainty, complicating investment calculations. Market analysts are divided in their assessment of the company amidst this confluence of events. Barclays maintains a skeptical stance, pointing to Appian's premium valuation relative to peers in the process automation sector. Conversely, Morgan Stanley (NYSE: MS) has recently highlighted the firm's growth potential within the government vertical. All eyes are now on February 19, 2026, when the company is scheduled to report its fourth-quarter and full-year 2025 results before the U.S. markets open. During the subsequent conference call at 14:30 CET, executives must demonstrate that growth in cloud-based subscription revenue meets expectations. Investors will also listen closely for management's 2026 guidance, framed against the new reality of activist pressure. In late January, it was revealed that investment firm Fivespan Partners has accumulated a 6.2% stake in Appian. Such activist engagements typically aim to push for operational improvements or evaluate strategic alternatives, including a potential sale. For Appian's leadership team, this translates to significantly tighter monitoring of their strategic decisions in the coming months. A central question is whether management can simultaneously meet the expectations of this new major shareholder and the broader investor base. The answer will largely depend on the efficiency of the company's progress in integrating automated workflows for enterprise clients—a sector analysts currently deem critically important.

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1/30/2026

The GameStop CEO Has an Audacious Plan to Clinch His $35 Billion Payday

Wall Street Journal (01/30/26) Thomas, Lauren; Rudegeair, Peter

GameStop (GME) shares have dropped around 80% since the retailer’s reign as king of meme stocks in 2021. Its chairman and chief executive has an ambitious plan to turn that slide around—and has Michael Burry of “The Big Short” fame cheering him on. GameStop CEO Ryan Cohen told The Wall Street Journal in an interview that he is aiming to turn the $11 billion company into a $100 billion-plus juggernaut. This larger company would do much more than just sell video games and collectibles. To do this, he is eyeing a major acquisition of a publicly traded company, likely in the consumer or retail industry, where he has spent most of his career. He has his sights set on a handful of companies that he declined to identify and plans to approach potential targets soon. Any deal will be “big,” the 40-year-old billionaire said. “It’s ultimately either going to be genius or totally, totally foolish.” Cohen co-founded online pet-products retailer Chewy (CHWY) in 2011. He served as its CEO through 2018 after leading the company to an over $3 billion sale to PetSmart. He pivoted to activist investing for a time, agitating for change at companies including Nordstrom (JWN) and Bed Bath & Beyond (BBBY), where he faced allegations—that he denied—of misleading investors. He said a few years ago he was modeling his strategy after those of Warren Buffett and Carl Icahn, finding undervalued stocks like the former and pressing for change like the latter. Earlier this month, GameStop’s board of directors adjusted Cohen’s compensation package to give him extra incentive to boost the company’s market value and profitability. He stands to make as much as $35 billion in stock if certain criteria are met. Part of the award starts vesting if GameStop’s market value reaches $20 billion and a measure of earnings before interest, taxes, depreciation and amortization reaches $2 billion. To get the full award, GameStop’s market value must reach $100 billion and the Ebitda measure must reach $10 billion. More executives have been following the lead of Tesla (TSLA) CEO Elon Musk, whose multibillion-dollar pay package from 2018 laid the groundwork for other moonshot pay deals. In November, Tesla shareholders approved a fresh record-setting pay deal for Musk that promises as much as $1 trillion in additional stock if certain milestones are reached. “This structure ensures that Mr. Cohen’s incentives are directly aligned with creating long-term value for GameStop’s stockholders,” GameStop said in a filing detailing the changes. Meanwhile, Cohen has been buying up more GameStop shares, including as recently as this month. He now has a stake of over 9% and remains the biggest individual shareholder in the business. The recent changes caught the attention of Burry, the doctor-turned-hedge-fund-manager whose bets against subprime mortgage bonds were chronicled in the Michael Lewis book. Burry closed his fund last year to launch a paid Substack newsletter. Burry wrote earlier this week that the video game retailer should run the Berkshire Hathaway (BRK.B) playbook and use its giant cash holdings to make transformative acquisitions. Cohen “has a crappy business, and he is milking it best he can while taking advantage of the meme stock phenomenon to raise cash and wait for an opportunity to make a big buy of a real growing cash cow business,” Burry wrote. Burry, a GameStop shareholder, said in the newsletter he bought more stock recently and sees upside in the company should Cohen spend $10 billion or more to acquire a quality business, such as an insurer with plenty of customer premiums to invest. GameStop’s substantial net operating losses, which allow it to offset future taxable income, could also make it an ideal acquirer for many targets, Burry wrote. Cohen told the Journal that he hasn’t spoken to Burry since at least 2019. “He’s one of the few investors I respect,” he said. “He has a track record of making prescient early calls.” Cohen gained a cult following after he built a big GameStop stake and in late 2020 criticized the company for moving too slowly toward e-commerce. He joined GameStop’s board in January 2021, when the business had a market value of a little over $1 billion. He rose to become chairman later that year and vowed to transform the struggling retailer into an e-commerce giant. The stock took off. So-called meme-stock investors poured into GameStop in droves and fueled a massive rally, many with a desire to squeeze out short-selling hedge funds that had bet against the business. GameStop shares reached a high of $120.75 five years ago this week. They closed at $22.81 Thursday. Cohen bristles at the term meme stock, telling the Journal it is “a label people use when they don’t want to do the work” on a stock. “You either create value over time or you don’t,” he said. Cohen said GameStop is finally in a good position to make bolder moves, after recent efforts to sell more collectibles and shut underperforming stores. GameStop has around $9 billion in cash and liquid securities on its balance sheet that could help fund a deal. “There are a lot of diamonds in the rough…that have sleepy management teams,” Cohen said about the retail industry. “I didn’t fix GameStop to stop there.”

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1/29/2026

How Investors Turned a Toyota Buyout into a Battleground

Reuters (01/29/26) Shiraki, Maki; Leussink, Daniel; Dolan, David; et al.

Toyota's plan to take an affiliate private looked unremarkable at first. Instead, the bid for Toyota Industries (6201.T), or TICO, ignited a battle between investors demanding top dollar and a Japanese corporate culture that prizes stakeholder harmony over shareholder returns. This month, Toyota sweetened its bid by 15% to around $27.8 billion but failed to quell the uprising. Elliott Investment Management said the revised 18,800 yen-a-share offer undervalued TICO by almost 40%, and potentially much more as a standalone entity. The U.S.-based fund, which holds 6.7% of TICO, has attacked the bid as opaque and said it falls short of basic governance standards. Since Toyota announced its initial 16,300 yen-a-share offer in June, Elliott has led the charge for a higher price. The standoff pits Paul Singer's fund, known for extracting big paydays from Argentina and Peru, against the world's largest automaker and its chairman, Akio Toyoda. The 69-year-old grandson of Toyota's founder has a personal stake in the outcome: He's investing about $6.5 million to boost his TICO holding from 0.05% to 0.5% and tighten his grip on the maker of forklifts, engines and RAV4 SUVs. The pushback threatens to upend Toyota's plans to revamp a key affiliate. Elliott has urged investors not to take the offer price, arguing TICO would be worth more independent -- a gambit that could force Toyota to pay significantly more or kill the deal outright. This account of how a routine buyout turned into a corporate battle is based on regulatory filings and interviews with more than two dozen people, including investors and Toyota group executives. It shows how the transaction has become a test case for dealmaking in Japan -- and whether the principle of "sanpo yoshi," which prizes benefits to all stakeholders and society, can withstand pressure from shareholders. "Over the years, Toyota has tended to annoy investors because it doesn't really care about shareholders," said Stephen Codrington, CEO of research firm Codrington Japan. Toyota rejects that view. A representative said the group sees shareholders as important and their support as critical to growth. In an interview with Reuters just before the bid was raised, Masahiro Yamamoto, the automaker's chief risk officer, said it was incorrect to portray talks with shareholders as confrontational. A representative for Toyota Fudosan, the real-estate unit leading the buyout, this week defended the offer, saying it reflected TICO's intrinsic value and represented a premium to historic market prices. A TICO representative said it had taken steps to ensure the bid was transparent, including consulting outside directors and independent firms, and received three fairness opinions. An Elliott spokesperson declined to comment in response to written questions from Reuters. Founded in 1926 as Toyoda Automatic Loom Works, TICO later added an automobile division, spun off as Toyota Motor (7203.T) in 1937. Toyota says it wants to take TICO private to remove the burden of short-term profit targets as the group pivots to connected cars and advanced software. After the deal was announced, TICO shares settled near the offer price, signaling confidence Toyota would succeed. But overseas investors, alarmed by what they saw as opaque financial disclosure and shoddy treatment of minority shareholders, complained to the Tokyo Stock Exchange (TSE) over the summer that the transaction went against its drive to improve governance, two people briefed on the matter said. The TSE had never experienced such "fury" from investors, said one of the people. The exchange declined to comment on the complaints, which haven't been previously reported. In September, TICO shares began to tick higher as investors bet Toyota would bump the price. That conviction deepened when Elliott disclosed its stake in November. Still, Toyota executives gave no sign of budging. Following investor complaints, Kenta Kon, a director at Toyota Fudosan, told other executives that raising the price to appease some shareholders would create a dangerous precedent, according to two people. Kon contended that such a move would amount to "He who speaks the loudest wins," these people said, unfairly rewarding some stakeholders because they created a fuss. In an interview, Kon, who is also the automaker's chief financial officer, told Reuters he didn't recall using that expression. The group had been "careful to ensure that we do not prioritize anyone unfairly," he said. As TICO's shares kept rising, a buoyant market also lifted the value of its cross-shareholdings in other Toyota companies, which investors said made the offer price look less attractive. "They've tried to buy Toyota Industries on the cheap, and now they have to face a bull market in the cross-shareholdings that Toyota Industries holds," said Hugh Sloane, co-founder of Sloane Robinson Investment Management in London, who holds shares in TICO. He doesn't plan to tender his shares, he said. In mid-December, TICO executives wrote to Toyota Fudosan urging it to increase the offer, citing the rising share price, a regulatory filing showed. Toyota Fudosan eventually settled on 18,800 yen, which TICO accepted as final, according to the filing. TICO shares closed at 19,585 yen on Wednesday. Another rationale for the TICO deal is to unwind its holdings in other Toyota companies and better align the group with TSE governance changes intended to improve shareholder value. Yet the backlash has eclipsed previous governance complaints against Toyota. In August, the Asian Corporate Governance Association advocacy group raised concerns about the buyout in a letter to TICO and Toyota signed by some two dozen investors. They cited inadequate financial disclosure and said Toyota group companies shouldn't be classified as minority shareholders, as that lowers the voting threshold Toyota would need to clinch the deal. The Toyota Fudosan representative said the group companies were independent, listed firms that made their own decisions. TICO released more financial details this month. Not everyone views Japan's efforts to prioritize shareholders as entirely positive. Japan risks having its manufacturing prowess eroded by U.S.-style "short-termism and financialization" where quarterly earnings take precedence over long-term investment, said Ulrike Schaede, a professor of Japanese business at University of California San Diego. One executive at a Toyota group company said those complaining about price were chasing quick returns, at odds with the longer-term view typically taken by Japanese companies. A person familiar with Elliott's thinking said the fund had approached the deal with a focus on corporate value and that had resonated with other investors. The Toyota representative said the group recognizes investors may have different investment horizons. Inside the Toyota group, there is a "sense of concern" about Elliott, one person said, adding the automaker hadn't expected the fund to start raising its stake last month. Elliott has been a shareholder in TICO for more than a year, two people said. It first confirmed a 3.3% holding in November, which it has since doubled. In a filing that month, the fund flagged that it could increase its stake to 20% or more.

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1/29/2026

Proxy-Voting Trends in 2025: Widening Gaps in Asset Manager Voting Preferences

Morningstar (01/29/26) Stewart, Lindsey

Morningstar's latest research paper looks at the proxy-voting patterns of 50 of the largest U.S. managers of equity and allocation funds. The researchers found that as a group, voters at these entities have become more supportive of management over recent years. Average support for management resolutions at companies in the Morningstar U.S. Large-Mid Cap index increased in the 2025 proxy year to just over 96% from close to 95% in the prior two years. The increase was largely driven by greater support for director elections, which make up around 78% of all management resolutions each year. Advisory votes on executive compensation (which comprise around 8% of all management resolutions) consistently attract around 10% shareholder opposition each year on average. However, there has also been a noticeable increase in support for these proposals in the last three proxy years. Meanwhile, over the same period, average support for shareholder resolutions fell. Shareholder proposals on environmental and social themes fared worst, with these bearing the strongest impacts from the SEC’s actions during the year. However, when the top 50 U.S. asset managers were split according to size, the opposite of coordinated activity is observed. In fact, there’s a marked divergence between the voting patterns of the largest 10 US asset managers and the other 40 U.S. managers in the study. The top 10 include the Big Three index managers: BlackRock (BLK), Vanguard, and State Street (STT); plus Capital Group, Dimensional, Fidelity including funds subadvised by Geode, Invesco (IVZ), J.P. Morgan (JPM), Schwab (SCHW), and T. Rowe Price (TROW). Looking first at management resolutions, the top 10 asset managers recorded the strongest increases in support for management resolutions. Average support for management resolutions among the top 10 U.S. managers increased to 97.5% in the 2025 proxy year compared with 97.1% in 2024 and 96.1% in 2023. Among the Big Three index managers, the same trend with higher support levels was observed. On average, the Big Three managers backed 98.7% of management resolutions in the 2025 proxy year, compared with 98.0% in 2024 and 96.0% in 2023. In contrast, the remaining 40 U.S. managers’ average support stood at around 94% to 95% over the past three years, with a slight increase in 2025. In the past three proxy years, average percentage support for shareholder resolutions by the Big Three index managers stood in single digits. In 2025, this number stood at 7.5%, having fallen from around 9.0% in the previous two proxy years. A falling trend in support for the top 10 as a whole was also observed. On average, the 10 firms cast 12.4% of their fund votes in support of shareholder proposals in the 2025 proxy year, down slightly from 13.3% in 2024 and 15.2% in 2025. The other 40 firms’ average support for shareholder resolutions also displayed a falling trend but stood consistently higher than that of the top 10 over the three-year period. In the 2025 proxy year, the 40 firms’ average support for shareholder resolutions was 28.8%, compared with 34.6% in 2024 and 38.2% in 2023. It’s worth also mentioning the differences in voting patterns by sustainable funds and European managers. Both groups show noticeably lower-than-average support for management resolutions, and higher than average support for shareholder resolutions over the last three years. Asset owners rely on proxy-voting records to assess alignment between their own objectives and the asset managers they appoint. The data from Morningstar set out in our paper can help asset owners make that assessment. The clear differences in approach to proxy-voting by asset managers can be a boon to asset owners seeking close alignment between their governance and sustainability priorities and asset managers’ implementation methods. We’ve already seen asset owners in the United States and Europe seek better alignment by shifting mandates, or considering doing so. But with ongoing regulatory and political scrutiny of proxy-voting practices, it remains challenging to contend with the constantly shifting landscape.

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1/28/2026

Elliott Stands a Chance at Foiling Controversial Toyota Deal

Bloomberg (01/28/26) Takahashi, Nicholas; French, Alice

At first glance, Elliott Investment Management appears to have an insurmountable disadvantage in its campaign to block the business group behind Toyota Motor Corp. (TM) from buying out a key unit in one of Japan’s largest take-private deals of all time. After all, the group already owns about 48% of Toyota Industries Corp. (6201), and holds deep ties with many of the buyout target’s top minority shareholders. Meanwhile, the U.S. fund only has a 6.7% stake — a far cry from what’s needed to scuttle what it describes as a lowball offer before the tender period closes on Feb. 12. So Toyota may look closer to the two-thirds majority required to push through the deal than the 33% of eligible shares Elliott needs to block it, but a closer look indicates billionaire Paul Singer’s fund may not be so far from pulling it off. Elliott may only need the support of an additional 7% of voting shares to win, according to Travis Lundy, an independent analyst who’s been involved in Japanese equities and investor activism for over two decades. That’s because he’s betting passive investors, which hold shares as part of index funds or ETFs and account for about 19% of the voting rights, won’t sell to Toyota at the below-market offer of ¥18,800 a share. Should Elliott prevail, it would go down as one of the biggest victories for shareholder activism in Japan. Such an outcome, which may dilute the founding family’s stronghold on the business empire, is likely to embolden other investors to agitate for changes in the country’s tight-knit business community. “The deal is going in the blockable direction,” Lundy said in an interview. “If you take the combination of what Elliott has, what Elliott might have, what Elliott could do, and what other people have and could do, I would be surprised if this got done at ¥18,800.” The offer values Toyota Industries at ¥6.1 trillion, though Toyota group is seeking to buy the shares it doesn’t own in the unit through a ¥4.3 trillion tender offer bid, which would make it one of the biggest acquisitions of its kind in Japan. When adding a separate transaction tied to the buyout, the group estimates the Toyota Industries privatization would cost ¥5.4 trillion. Elliott declined to comment beyond its public statements, while Toyota Industries said it plans to keep holding sincere talks with all shareholders. Toyota Fudosan Co., which is leading the buyout, said it will continue striving to gain shareholders’ understanding. Toyota Motor declined to comment. Since revealing in November it had taken a stake in Toyota Industries, Elliott has already managed to pressure Toyota to raise its initial offer by 15%. But the fund continues to urge other investors to spurn Toyota, arguing that the shares are worth at least ¥26,000 each and could climb to ¥40,000 in a couple of years if the company were to remain a standalone company. On Tuesday, Elliott stepped up its campaign by issuing a 52-page presentation laying out its case against the deal. The fund is even weighing a counter-bid for Toyota Industries, according to a Nikkei report on Wednesday. It’s a “reasonably safe assumption” that passive investors won’t tender their shares unless Toyota raises its offer above the market price, according to Lundy, who’s based in Hong Kong. Tendering below the market price would present an “asymmetric downside risk” for passive fund managers, whose performance needs to track the broader stock benchmarks, Lundy said. Toyota Industries shares have traded above the offer price since the revised offer and closed at ¥19,855 on Thursday. According to Lundy, passive investors such as BlackRock Inc. (BLK) could boost the Elliott camp’s share of voting rights, which exclude treasury shares, to about 26%. BlackRock declined to comment. Meanwhile, the Toyota camp probably has about 55% of Toyota Industries voting rights “locked up” when counting things such as cross-shareholdings, according to Lundy’s estimates. Still, beating one of the country’s most storied and well-connected conglomerates would be a tall task. “Many investors think there’s little point in trying to resist the Toyota group,” said Masatoshi Kikuchi, an equity strategist at Mizuho Securities Co. While shareholders such as Elliott may protest the price, the deal still has a good chance of going ahead, he said. Toyota Industries counts the country’s public pension fund as well as megabanks and major insurers among its investors, with many of their stakes representing cross-shareholdings. “These institutions are likely to tender their shares, unless the share price rises sustainably above the offer,” said Bloomberg Intelligence senior auto analyst Tatsuo Yoshida. Yet Elliott isn’t alone in balking at the offer. “We find it difficult to regard the proposed price increase as appropriate,” said Kaz Sakai, head of Japan research at UK-based fund Asset Value Investors Ltd. Sakai declined to say whether the fund, which holds about 0.1% of Toyota Industries, according to data compiled by Bloomberg, would tender its shares.

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1/27/2026

Shareholder Activists Have Better Odds if Big 3 Stop Voting, Says Morningstar

Responsible Investor (01/27/26) Webb, Dominic

Morningstar has said that if the Big 3 asset managers were prevented from voting, activist investors would be more likely to succeed rather than having their chances harmed as some U.S. critics are claiming. The remarks came ahead of the publication of Morningstar’s 2025 review of U.S. proxy voting trends at the just over 500 firms in its large and mid-cap index. The firm analyzed proxy voting records from 50 U.S. firms, eight European and UK managers and 601 U.S. sustainable funds. Across all groups, the findings showed increased support for management resolutions and declining support for environmental and social proposals. The support for management proposals across the 10 largest managers increased to 97.5% in 2025, up 0.4 percentage points on 2024 and 1.4 percentage points on 2023, with support from the remaining 40 firms averaging out at 95%. Turning to shareholder resolutions, Morningstar said that the top 10 asset managers “led opposition” against these proposals, with low backing by these firms leading to a “dampening effect” on overall support levels due to the size of their shareholdings. The Big 3 supported an average of 7.5% of shareholder resolutions, while the top 10 supported 12.4%. The U.S. sustainable funds supported 36.4% of shareholder proposals, while European firms backed 46.7%, a steep drop from their 2024 level of 60.3%. Among the top 50 U.S. firms, seven increased their support for environmental and social proposals. Schwab Asset Management saw the largest increase in support, with its backing rising 13 percentage points, while Northern Trust (NTRS), Morgan Stanley (MS), Janus Henderson (JHG), Parnassus, and Neuberger Berman (NBH) also among those bucking the trend. BlackRock (BLK) also posted a slight increase in support, supporting 3.2% of environmental and social proposals in the sample versus 2.7 in 2024, but it remained in 45th place for overall support. Average support by the 50 managers was down across all ESG subtopics apart from society-related resolutions where average support rose from 30.9% to 34.6%. Governance saw the highest average support, while workplace-related resolutions declined to last place as the managers supported just 10.4% on average. Lindsey Stewart, director of institutional investor content at Morningstar, said that “some critics have claimed that preventing BlackRock, State Street (STT), and Vanguard from voting would lead to less activism at shareholder meetings. “However, our research indicates that these firms are supportive of the market overall, and if they were removed from voting, that would actually increase the probability of a successful activist campaign.” Large passive managers' voting has come under the focus of a number of officials at the Securities and Exchange Commission (SEC) in recent months. Brian Daly, director of the division of investment management, suggested in a speech that “it may be appropriate” for index-tracking funds “to consider whether taking positions on fundamental corporate matters, or on precatory proposals, is consistent with their investment mandates.” Similarly, commissioner Mark Uyeda warned that fund managers which automatically vote based on proxy adviser recommendations may be considered a group with other investors that do so if the aggregate shareholding exceeds 5%. This latter point was picked up by president Donald Trump in an executive order targeting proxy advisers, ordering the SEC to investigate whether and under what circumstances a proxy adviser “serves as a vehicle for investment advisers to co-ordinate and augment their voting decisions,” and whether investors thereby form a group.

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1/27/2026

A Decade After Campbell’s Soup, Dan Loeb’s Third Point Is Back

Semafor (01/27/26) Goswami, Rohan

Dan Loeb’s Third Point last mounted a proxy fight 10 years ago, delighting shareholders with his biting letters and scorched-earth attacks on management. Now, the investor is ready to mount another campaign, at a real estate giant he says has badly lost its way. Loeb alleges that the “anemic performance” at CoStar Group (NASDAQ: CSGP), the $30 billion company behind Homes.com and a suite of commercial real estate products, “can be ascribed entirely to the misallocation of billions of dollars” into its residential expansion. Loeb reserved particular vitriol for CoStar CEO Andy Florance. “Like an elementary school child who wins a prize even for finishing last, Mr. Florance’s bonuses are perhaps the costliest ‘Participation Award’ our firm has witnessed,” Loeb wrote in a blistering letter to shareholders. Loeb and multi-strategy hedge fund D.E. Shaw had struck a deal to avert a proxy fight last year, but the agreement expired Tuesday at midnight. Now, Loeb wants to replace a majority of CoStar’s board and go after the CEO’s “exorbitant pay packages,” he said. CoStar refutes Loeb’s assertions but says it will continue to engage with Third Point. “Over the past year, CoStar Group has conducted extensive engagement with stockholders to inform our updated strategic vision and capital allocation priorities,” a spokesperson told Semafor. “We intend to continue to engage with our stockholders, including Third Point, to help them better understand our strategic plan, which has already garnered support from many stockholders and analysts.” Loeb’s hardly been in exile — he issued letters about Intel (NASDAQ: INTC) and took positions in US Steel and Kenvue (NYSE: KVUE), both of which were taken over. But his emergence from a bit of proxy-fight hibernation is a bullish signal for activist investors and M&A bankers alike — an indication that the market dislocations of Trump 2.0’s early term are now more digestible and navigable, and that the robust pipeline bankers have been promising might actually start coming to fruition. Bankers have for months now been predicting that 2026 would be a banner year for dealmaking, with Bank of America (BAC) CEO Brian Moynihan telling Semafor last week that “the pipelines are full.” Of course, they also said that about 2024 and 2025, on the cusp of what was expected to be a dealmaking renaissance ushered in by U.S. President Trump’s laissez-faire approach to antitrust enforcement. But activist presence is one of the top catalysts for M&A. That’s certainly true here, where Loeb is looking for CoStar to get out of a major business altogether. Should more activists come out of the woodwork, bankers’ M&A dreams may finally, durably come closer to reality. Most of the big deals seen last year were generational, now-or-never pieces of M&A. If anything, the environment has gotten muddier for CEOs looking to do big deals, with disruption in Europe and trade continuing. As the U.S. midterm elections near, and the president refines his focus on affordability, some form of Trump-style antitrust enforcement may come back into vogue and potentially derail deals.

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1/25/2026

Canadian Companies Growing Wary Amid Increased Interest in Takeovers, Bank of America Exec Says

Globe and Mail (01/25/26) Marotta, Stefanie

Canadian companies are increasingly discerning between friendly and predatory investment as a weaker dollar and lower rates make domestic companies more attractive to foreign buyers, according to Bank of America’s (BAC) head of Canadian investment banking. The Canadian dollar has weakened against its U.S. counterpart in recent years, and interest rates are relatively low compared with global peers, spurring interest in takeovers of domestic companies. Last year, Canada was the third-largest target for cross-border merger and acquisition activity, behind the United States and Britain, according to Deep Khosla, head of Canadian investment banking at Bank of America. The bank’s large defensive advisory business on Bay Street is helping clients “to be ready if there’s an activist or anybody trying to make an opportunistic bid for a company,” Mr. Khosla said in an interview. “That's something that we've been spending a lot of time on and taking that defensive posture and making sure that's covered so our clients can go on offence and start to be more of the acquirers.” At the same time, rising geopolitical tension has triggered alarm bells in Ottawa over foreign investment and shareholder activism. In March, 2025, the federal government increased its power to block foreign investments in Canadian companies. The decision followed a move from the United States to enact sweeping tariffs on goods from Canada. The new guidelines determine when a foreign investment could come under a national-security review. They were updated to include “the potential of the investment to undermine Canada's economic security.” Last year, Canadian companies attracted some major U.S. investors. Mr. Khosla said shareholder activism has started edging higher in Canada. “Activism is very prevalent in the United States right now. It has not been as frequent in Canada, but it's picking up and so we're all about not being reactive, but proactively getting ready in case that call comes,” Mr. Khosla said. Last year, Bank of America advised Calgary fuel distributor Parkland Corp. on its sale to Dallas-based Sunoco LP (SUN) valued at US$9.1 billion, which started as a friendly takeover bid. The deal also ended a battle with Parkland's largest shareholder, Simpson Oil Ltd. To help pay down its debt, Rogers Communications Inc. (RCI) closed a deal in June to sell a minority stake in its wireless infrastructure for $7 billion to a consortium led by New York-based Blackstone Inc. that includes four of Canada's largest pension plans. Mr. Khosla said the transaction was a friendly deal that Rogers actively sought out. Bank of America is one of 16 U.S. lenders that operates in Canada. U.S.-based bank subsidiaries and branches in Canada collectively hold about $113 billion in assets, according to the Canadian Bankers Association. The bank has been growing its Canadian team, with 1,000 employees in offices in Toronto, Montreal, Vancouver, and Calgary. Last year, it hired more than 140 employees across its business, including markets, operations and technology. “The investment that Bank of America makes in Canada is representative of our view of the Canadian market,” the bank's Canada president, Drew McDonald, said in an interview. “It shows our long commitment to the country and we're proud of our employee base and the fact that we regularly expand and hire a lot of people.”

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1/23/2026

Commentary: Elliott's Toyota Bet Already Looks Golden

Reuters Breakingviews (01/23/26) Lockett, Hudson

Hudson Lockett, columnist for Reuters Breakingviews, writes that Elliott has picked the right target, the right opponent, the right argument and the right time with its challenge to insiders’ $36 billion bid to take Toyota Industries (6201.T). Having helped successfully press Akio Toyoda and other Toyota group insiders for a higher offer, Elliott Investment Management led by Paul Singer has now upped its stake in Industries to about 6.7%, according to a disclosure on Thursday. The move underscores that there is more to gain from this campaign in Japan than just return on investment. The shareholding of nearly 7% recalls a similar stake taken by Elliott in its bid to block an intergroup merger at Samsung in 2015. While shareholders narrowly waved through that deal after the South Korean group sent them fruit baskets, the environment for activism today in Japan appears more evolved. With its latest bet, Elliott is already winning: the take-private consortium, which includes Toyota Motor (7203.T) and unlisted real-estate firm Toyota Fudosan, raised their proposal by 15% last week to 18,800 yen per share. Back-of-the-envelope maths suggest Elliott paid around 16,650 yen per share across September and October for its original stake of 5.01%. That shakes out to a cost of purchase of around 255 billion yen, about $1.6 billion at current exchange rates. Even at the revised offer price, that would amount to a return of about 33 billion yen on the activist's initial stake. But as of Friday afternoon in Tokyo, shares in Industries were trading at 19,600 yen, 4% above the tender offer price. That represents a potential barrier to insiders’ deal: if minority shareholders want to cash out their shareholdings, they would do much better to sell into the market if they can find buyers than take the tender offer. A Breakingviews estimate suggests the consortium's higher offer still undervalues its target by 39%. Elliott can’t take sole credit for share price resistance, nor for the revised tender offer. An open letter in August from the Asian Corporate Governance Association flagged obvious deficiencies in the deal. The U.S. fund, though, is due recognition for doubling down on its bet. Even if the tender is successful at the current offer price, a larger stake could play to Elliott's advantage in court by bolstering its claim to speak on behalf of minority shareholders. Either way, the fund will have still broken new ground as an activist in Japan by taking on an iconic conglomerate and proven itself a trustworthy partner to other minority shareholders—as well as banking a return. That makes a bigger stake well worth the cost.

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1/23/2026

Insight: Shareholder Proposal Reform Must Center on Facts, Not Philosophy

Bloomberg Law (01/23/26) Cunningham, Lawrence

Lawrence A. Cunningham, presiding director of the John L. Weinberg Center for Corporate Governance at the University of Delaware, writes that nearly all constituencies in corporate governance—shareholders, directors, and professionals—agree on one thing: The Securities and Exchange Commission’s (SEC) handling of shareholder proposals isn’t working. A recent large-scale survey reveals broad dissatisfaction with the agency’s administration of Rule 14a-8, citing unpredictability, opacity, and inconsistent application of standards. That consensus spans groups that otherwise disagree over the legitimacy of certain proposals. The problem isn’t just philosophical polarization—it’s institutional design. This matters because the SEC is signaling a willingness to reconsider its role under Rule 14a-8. At stake is a fundamental question: Should a federal securities regulator continue to referee disputes that often turn on corporate governance, or should greater responsibility rest with the states that traditionally oversee internal corporate affairs? The debate has gained new salience, yet much of the public discussion remains abstract, dominated by anecdote and ideology. The survey data offer a more grounded starting point. First, dissatisfaction with the current process is nearly universal. Even those who favor shareholder activism agree that the SEC’s no-action system has for many years been unpredictable and costly. That convergence suggests reform should focus less on proposals’ merits and more on how the process works. Second, the data distinguish areas of consensus from genuine dispute. Traditional governance proposals—on voting rights, board accountability, or takeover defenses—are widely viewed as legitimate. By contrast, environmental and social proposals provoke sharp disagreement—not only about outcomes but also about the proper scope of shareholder involvement. Yet even here, respondents often agree on underlying principles: materiality, feasibility, and a connection to firm-specific business concerns. Third, cost asymmetry looms large. Submitting a proposal is cheap; responding can be expensive. That imbalance shapes perceptions of fairness and effectiveness, especially among directors. Whether seen as a necessary feature of shareholder voice or a distortion of incentives, it underscores that Rule 14a-8 now carries consequences well beyond disclosure. Finally, the system is often misunderstood as shareholder democracy. In reality, most proposals never reach a vote—they’re withdrawn or blocked through no-action relief. Of those that do reach the ballot, most fail. That’s not a flaw; it reflects corporate law’s design. Corporations aren’t democracies but hierarchical institutions where boards exercise plenary authority and shareholders have limited, episodic rights. Federal proxy rules were meant to complement that structure, not replace it. The survey’s findings give concrete details on what might otherwise sound like an abstract federalism debate. Shareholder proposals increasingly require judgments about authority, fiduciary duty, and the boundaries between shareholder input and board discretion—questions traditionally addressed under state law. Yet the SEC remains responsible for administering a process embedded in federal proxy rules, using tools developed for a disclosure-oriented mandate. The survey also points to a third option: private ordering. Many respondents favor letting companies set their own rules for shareholder proposals in bylaws and charters, subject to disclosure and fiduciary duties—flexibility long embraced in Delaware law. The survey doesn’t dictate a single solution. Reasonable observers differ on whether clearer federal standards, greater deference to state law, or some hybrid approach would best improve predictability and legitimacy. But the data make clear that the status quo satisfies few participants and that reform discussions should begin with how the system actually operates rather than caricatures of activism or reflexive defenses of existing arrangements. If the SEC proceeds with reconsidering its role, it can reframe the debate in practical terms. The question isn’t whether shareholder proposals should exist, but how they should function—and which institutions should make the judgments the system now requires. Any durable reform, federal or state, must reckon with those realities. The goal should be a process that is predictable, transparent, and aligned with corporate law’s allocation of authority—while enabling private ordering for companies that seek tailored solutions. Getting this right matters. Shareholder proposals shape corporate priorities, imposing real costs while also offering potential benefits—tradeoffs that remain sharply contested. Reform should start with facts, not philosophies.

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1/22/2026

This Time, Lululemon’s Founder Blames Its Board for See-Through Pants

Wall Street Journal (01/22/26) Kapner, Suzanne

When Lululemon (LULU ) Athletica had a sheerness problem years ago, founder Chip Wilson blamed its customers. Now, in yet another see-through dust-up, he’s blaming the company’s board. “This is a new low for Lululemon,” Wilson wrote in a LinkedIn post days after customer complaints pushed the athleisure company to pause online sales of a new line of active wear. Some said the material of the Get Low leggings was too sheer to do much bending or squatting. “Despite any finger pointing internally following this mishap, this is not the fault of any hard-working employees,” he continued. “This is the fault of the Board.” A Lululemon spokesman declined to comment on Wilson’s post. It isn’t the first time the company famous for its yoga wear has run into issues with the sheerness of its materials. Back in 2013, when Wilson was still on Lululemon’s board, he suggested in a TV interview that sheerness and pilling problems with yet another style of Lululemon pants were the fault of its customers. “Quite frankly some women’s bodies just actually don’t work for it,” he said. Later that year, he apologized and stepped down as chairman. He left the board entirely in 2015. This week’s tongue-lashing is the latest salvo in Wilson’s campaign to remake Lululemon’s board. Wilson, who is the company’s largest individual shareholder, has been critical of Lululemon’s management and board for months, blaming them for the retailer’s having lost its “cool” and “its way as a leader in technical apparel.” In December, he launched a proxy fight to replace several board members while the company looks for a new chief executive. Its now-former CEO Calvin McDonald stepped down from the role earlier that month. Lululemon paused online sales of the Get Low line of activewear just days after launching the collection. It pulled the products from its website “to review early guest feedback and insights,” it said in a statement, though they were still available in North American stores. It restored the Get Low collection to its website Wednesday evening after adding more guidance on sizing and how to use the garments. A stack of Lululemon Get Low leggings in various colors and patterns. “We take our guests’ feedback seriously and value their input in shaping the products and experiences we create,” the company said. In 2024, Lululemon stopped selling its Breezethrough leggings after customers complained that the fabric was too thin and the V-shaped seam lines were asymmetrical and unflattering. Lululemon got its start as an innovator in athletic apparel, designing leggings that were so flattering and comfortable that women wore them to the gym and just about everywhere else. It helped create the athletic apparel category and dominated it for years. But more recently, it has stumbled with quality issues and a lack of new styles while rivals are gaining steam. “For years, Lululemon’s results (particularly in North America) have shown how the Company has struggled to deliver products that are compelling and beloved; now it is unable to simply deliver products that work,” Wilson wrote in his post. “It is clear that persistent failures like this are born out of this Board’s lack of experience in creative businesses, disinterest in product development and quality, and focus on short-term, self-interested priorities,” he continued. One solution, according to Wilson’s post, would be for the board to have a Brand Product Committee with oversight of the product pipeline and quality testing. Wilson doesn’t want a board seat for himself. But as part of his proxy fight, he nominated three directors to Lululemon’s board. He also wants David Mussafer, who is a managing partner of private-equity firm Advent International, to relinquish his board seat. Mussafer joined the board in 2005, when Wilson sold 48% of Lululemon to Advent and stepped down as CEO. This month, Lululemon said its sales and earnings for the year-end quarter would likely come in at the high-end of its previously guided range. The move comes after several challenging quarters in which North American sales fell. Lululemon is also being engaged by Elliott Management, which took a roughly $1 billion stake in the firm in December and has been working with former Ralph Lauren (NYSE: RL) executive Jane Nielsen as a potential candidate for its CEO role.

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1/20/2026

Activist Investors Do Not Plan to Play Nice This Year as They Eye More Corporate Breakups

Reuters (01/20/26) Herbst-Bayliss, Svea

Corporate agitators who patiently prodded companies for changes last year will not be as nice in 2026. Activist investors are planning to push more companies to sell or break up this year as deal activity heats up and opens a faster – and more profitable – way to realize gains, according to a dozen bankers, lawyers, and investors who spoke to Reuters. The trend became visible last year after more than half, or 54%, of all activist campaigns launched in the second half of 2025 pressured companies to sell. That is up from the first half when only 35% of campaigns included demands for M&A, data from Barclays (BCS) shows. "M&A is a big theme these days and we are seeing activist investors trying to catalyze more mergers and acquisitions," said Amy Lissauer, global head of activism and raid defense at Bank of America (BAC.N). Company sales and even speculation about possible M&A helped Anson Funds, which often takes positions in companies and then pushes for changes including mergers or acquisitions, deliver a 21.2% gain for its investors last year, one investor said, outperforming both the broader S&P 500 Index and many of its activist peers. Lionsgate Studios (LION.N), where Anson has been pushing for a sale since 2024, rallied as Warner Bros Discovery (WBD.O), a separate film and TV studio, began exploring a sale of all or some of its holdings late last year. Canadian rental housing owner InterRent REIT (IIPZF), which Anson also urged to sell itself, was acquired by a consortium of CLV Group and Singapore's sovereign wealth fund GIC in early 2025. Then late in the year, news that Abu Dhabi's Mubadala Capital was considering buying Clear Channel Outdoor (CCO.N) helped contribute more gains after Anson along with other activists had long pushed for a sale. Though a deal was not announced, Clear Channel's shares shot up by about 20% the next day and are currently up by about 51% since the Mubadala news emerged. On average, activist investors returned 13.4% last year, Hedge Fund Research data shows, making activism one of the most profitable hedge fund strategies tracked by the firm. The S&P 500 gained 17.9%, including dividends, last year. While a handful of activists could brag about their double-digit returns, others had middling or even disappointing years, investors said, adding that these portfolio managers now face fresh pressure to deliver better performance to satisfy impatient investors. The booming M&A market, which just clocked its second-best year on record with $5.1 trillion in deals signed in 2025 thanks largely to megadeals, is expected to trickle down to smaller companies. Activists perceive an opportunity to make more money by pushing for sales of mid-cap and small-cap companies and as private equity firms look to take more publicly traded ones private, said Jim Rossman, global head of shareholder advisory at Barclays. "The activist's tool kit is now wide open for 2026," he said. Experienced activists as well as newcomers are ready to push for even more action, certain this is the fastest and most lucrative path to eye-popping returns, bankers, lawyers, and investors added. Earlier this month, software maker BlackLine's (BL.O) stock price jumped 2.4% after Reuters reported that Engaged Capital is planning to try to replace board directors amid criticism from the firm that the company has not yet reached a deal to sell itself even after interest from a large rival. Starboard Value late last year pushed technology company Clearwater Analytics (CWAN.N) to sell itself when its shares were trading around $21.76 in early December. Almost two weeks later, private equity firms led by Permira and Warburg Pincus announced plans to buy it for $8.4 billion. Its shares are currently trading above $24. Kenvue (KVUE.N) investors, including Toms Capital and Third Point, long urged the Tylenol and Band-Aid maker to sell itself before a deal was made with Kleenex maker Kimberly-Clark (KMB.O) in early November. At least one activist planned to launch a proxy fight at Kenvue if there was no movement on a sale, a person familiar with the matter said. Kenvue's stock price has jumped some 20% since news of the planned sale. The hedge funds either declined to comment or did not respond to requests for comment on their strategies and performance. "Plan A is always for M&A because breaking up a company, or better yet selling it, has the potential to bring in a lot more money than anything else the activist may have planned," said Kai Liekefett, co-chair of law firm Sidley Austin's shareholder activism and corporate defense practice. Looking ahead, bankers and lawyers said they are expecting more, noting this means more activism campaigns generally as well as the push for companies to pursue deals within those campaigns. "Improving M&A conditions (are) creating viable opportunities for transactional-related activism," Lazard bankers wrote in their 2025 report about key trends to watch.

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1/20/2026

Delaware Supreme Court Sides with Moelis over Stockholder Agreement

Reuters (01/20/26) Hals, Tom

A Moelis & Co (MC.N) shareholder cannot challenge an agreement with Ken Moelis that gives the founder broad control over the investment bank's board, the Delaware Supreme Court ruled on Tuesday. The ruling is the second in recent weeks by the court that reversed a landmark decision that had sparked outrage among tech founders and other powerful investors, who worried the state's judges were undermining Delaware's business-friendly reputation. Last month, the court revived Elon Musk's record-breaking compensation from Tesla (TSLA), worth more than $100 billion. Tuesday's ruling reverses a 2024 decision by Travis Laster of the Court of Chancery that cast doubt on thousands of stockholder agreements that allow powerful investors like private equity firms and founders to control various aspects of board decisions. Laster said the Moelis stockholder agreement conflicted with Delaware corporate law, which empowers directors to manage the business to benefit all investors. The Delaware Supreme Court said Laster erred when he determined that the West Palm Beach Firefighters' Pension Fund was not required to sue within three years of the 2014 Moelis agreement because the arrangement amounted to an ongoing violation of Delaware law. The fund had sued in 2023. The high court said it did not need to address the validity of the Moelis agreement. In the Musk ruling, the Delaware Supreme Court issued a similar narrow ruling that only addressed the remedy. Within months of Laster's ruling, Delaware lawmakers rushed to amend the state's widely used corporate law to protect stockholder agreements. As a result, the ruling by the Delaware Supreme Court will have limited practical impact on the state's corporate law.

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1/15/2026

Will Trian's Takeover Work? We Ask Founding Janus Henderson CEO

Citywire (01/15/26) Robins, William

Janus Henderson (JHG) is returning from public listing to become a privately-owned asset manager. Is it a good idea? Will it work? Will we see more of this thing? The answers, according to one of the men who helped create that business are: yes; it will have to; and probably not as much as there should be. In case you missed it, Janus Henderson has been bought by a consortium led by long term investor Nelson Peltz, for $7.2 billion. Peltz’s own business, Trian, had already built a sizable stake in the asset manager. Indeed, in 2022 he took a seat on its board in an activist move that resulted in the appointment of current CEO, Ali Dibadj with a cost-cutting and deal-making agenda. In 2024, the firm posted its first positive net flows since 2015, to the tune of $2.4 billion. Why, then, has Trian put together this deal now? In search of answers Citywire put a call into Sydney, Australia, where former Henderson Group CEO and then Janus Henderson co-CEO, Andrew Formica, now resides as executive chairman of Magellan Financial Group. Former fund manager Formica became CEO of Henderson in 2008, while still in his 30s, and after acquiring Gartmore and New Star, led the merger with Janus in 2016. He became co-CEO with Janus’ Dick Weil but departed in 2018. The business, he said, now needs ‘transformational change,’ the kind the market will not support. A lot of this is about technology. Janus Henderson, like many other asset managers, needs to catch up to where other financial firms have got to already, says Formica, and it specifically needs to start working hard on developing its AI capabilities. And all that will take time and serious investment. ‘Our industry has been too stuck in the past, too much stuck in what’s always worked. We need to adapt and we need to change,’ Formica told Citywire. ‘Look at the winners in the wealth space or platforms, these are people who’ve made huge investments in their business and have changed the way they engage with their clients, and reaped the rewards for that. Asset managers have struggled and you can see that across the piece.’ While some asset managers are enjoying a recent pick up in share prices, it is fair to say the last few years have not been kind. Margins have fallen, with unabated cost pressure among the reasons for that, while private asset groups opened up a battle for wealth clients on the opposite flank. Some merger and acquisition deals have not succeeded in creating value either. Looking back at his own Janus and Henderson merger experience, Formica confides that the ‘challenge of bringing both those businesses together was hard’ and would have preferred to have stayed on a longer than he did, but that the ‘rationale of the deal and the outcome for clients’ has stood the test of time, 10 years on. ‘It’s fair to say these aren’t the heydays,’ Formica continues. ‘The heyday was 15 years ago. ‘The world’s changed but asset management businesses haven’t changed sufficiently and fast enough to keep up with it. And that I think is what is driving this.’ Janus is ‘a successful firm’ which has got itself ‘steered in the right direction’ under Dibadj. ‘But if you want to accelerate that growth, you need to make bigger investments. But the market doesn’t like investments without significant returns in the very short term, so they downgrade that. That is why Peltz is saying: I’m prepared to give you the support and the time to make those investments.’ What then are the ‘transformational’ changes required? ‘If I’m honest, it’s across the whole spectrum,’ says Formica. Though, it seems to boil down to the implementation of AI. Starting with the investment side, the ‘speed of analyzing information’ can be greatly improved. Formica likens it to the way access to data was ‘revolutionized’ by Bloomberg in the 1980s. ‘AI is just going to be a quantum better than that,’ says Formica. ‘The investment process can be significantly enhanced and improved and sped up.' Next is distribution. Here, the game everyone wants to win is customization. Asset managers must standardize their own processes to keep costs down, ‘but we want to look as customized as possible to our clients.’ AI has the ‘unique ability to take a complete data set and make it look very much individual’ but the only way it can do this is if behind the scenes an asset manager has a ‘very scalable data set.’ In short, AI will need to be applied across the board. In operations, in compliance, client engagement and investment.

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1/14/2026

How Investors Plan to Take on Big Oil at the 2026 AGM Season

CNBC (01/14/26) Meredith, Sam

Dutch group Follow This on Wednesday launched a newly revised strategy to take on Big Oil at the upcoming proxy season, seeking to increase shareholder pressure on the financial sustainability of fossil fuel business models. The prominent climate activist group, which paused filing shareholder resolutions last year due to a lack of investor appetite, said it will change tack to focus on the financial risks associated with declining oil and gas demand — rather than requesting emission reduction targets. The pivot comes as oil and gas majors double down on hydrocarbons and scale back green energy investments as part of a push to boost profit. Alongside 23 institutional investors with 1.5 trillion euros ($1.75 trillion) in assets under management, Follow This said it has co-filed new shareholder resolutions for the Annual General Meetings (AGMs) of Britain’s Shell (SHEL) and BP (BP). The resolutions request that both London-listed companies disclose strategies for creating shareholder value under scenarios of falling oil and gas demand, including under the International Energy Agency’s Stated Policies Scenario (STEPS) and Announced Pledges Scenario (APS). “Every investor in his right mind knows — even BlackRock (BLK) knows — that climate change is threatening their entire portfolio. They all know it, but they don’t dare to take action,” Mark van Baal, founder of Follow This, told CNBC by video call. “We concluded that OK, if we want to increase the pressure on the oil companies to change, we need to raise the votes, and we need to raise an extra talking point into the discussion,” Van Baal said. “They are only going to change if their business model is not profitable anymore, if their license to operate is gone, or if their shareholders steer them in a different direction. We have always been working on the shareholder lever.” In response, a spokesperson for Shell said: “As with any resolution that meets the procedural requirements, the Board will consider it and respond with a recommendation to shareholders in our Notice of Meeting for the AGM.” Follow This, which has previously achieved majority investor backing, has seen support plateau at around 20% in recent years, partly due to concerns about legal risks, particularly in the United States. It says a change of approach is necessary, given that many investors remain wary about supporting climate-labeled resolutions. Financial risk, by contrast, is an issue boards cannot dismiss as non-financial, Follow This said. “Everybody is hesitant. Politicians are hesitating because we have a climate denying president in the United States, while in Europe, right-wing politicians are just repeating that message, and the politicians in the middle don’t dare to talk about climate much anymore,” Van Baal said. Climate scientists have repeatedly warned that a substantial reduction in fossil fuel use will be necessary to curb global heating, with the burning of coal, oil, and gas identified as the chief driver of the climate crisis. For Shell, which plans to become a net zero company by 2050, Follow This said the shareholder resolution had been co-filed by current and former Shell employees for the first time. It said the resolution includes five current and 19 former Shell employees. “The board should be transparent about how Shell plans to create value as fossil fuel demand declines,” said Arjan Keizer, one of the former Shell employees supporting the resolution. He held various roles at the company, including working as the chief strategy officer of Shell’s unit formerly called NewMotion. Shell and BP have both watered down their plans to invest in green energy projects in recent years, favoring a renewed focus on their core hydrocarbon businesses. Speaking to CNBC last year, Shell CEO Wael Sawan said gas and liquefied natural gas (LNG) will be critical to the energy transition, adding that the biggest contribution the firm can make is through its LNG sales. The firm expects global demand for LNG to rise by around 60% by 2040, largely driven by economic growth in Asia and emissions reductions in heavy industry, among other factors. BP, which became the first oil major to announce a commitment to become a net zero company by 2050, recently announced the appointment of its fourth CEO in six years. The company said Meg O’Neill, who currently serves as CEO of Australian gas giant Woodside Energy (WDS), will assume the role as BP chief executive from April 1, taking the reins from Murray Auchincloss. “Shareholders are rightly requesting vital transparency from BP on its long-term business strategy,” said Sara E. Murphy, director of system-level investing at the Sierra Club Foundation, one of the co-filing investors. “Multiple trusted analysts, including the IEA’s STEPS and APS scenarios, project a decline in oil and gas demand. BP’s current strategy, which assumes growth, thus warrants serious investor concern,” they added. BP announced a green strategy U-turn in February last year, pledging to slash renewable spending and ramp up annual expenditure on its core business of oil and gas. The move, which was broadly welcomed by energy analysts, included plans to reach $20 billion in divestments by the end of 2027. As part of this push, BP said last month that it had agreed to sell a 65% shareholding in lubricants business Castrol to Stonepeak for $6 billion.

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1/13/2026

As Activism Becomes a Year-Round Sport, Possible Regulatory Changes Could Impact Both Activists and Companies

Skadden (01/13/26) Gonzalez-Sussman, Elizabeth R.; Berenblat, Ron S.; Cohen, Roy

Despite geopolitical volatility, tariff policy uncertainty, and a slower-than-expected M&A market in the first half of 2025, shareholder activism has not cooled. In fact, 2025 experienced another record year in the United States for activism, even though global activity fell slightly behind the previous year’s pace. In 2025, 313 campaigns were launched against U.S. companies compared to 302 campaigns in 2024, while 583 global campaigns were launched in 2025 compared to 593 in 2024, according to FactSet. At the same time, the United States is experiencing a number of regulatory and political changes that may transform activism in 2026 and beyond. Below are our key observations on the current state of play of activism in light of these changes and other developments. M&A-focused campaigns are back on the rise. In the second half of 2025, M&A-focused campaigns picked up after a slow start to the year, with 40 campaigns against U.S. companies compared to 25 in the first half. Recent M&A campaigns have focused on breaking up large conglomerates, forcing companies to divest non-core assets or putting the company up for sale, although a push for consolidation has been a focus for certain industries like banking and energy. Most activist campaigns continue to settle. With proxy fights becoming more expensive — they cost U.S. issuers roughly $7.24 million on average for campaigns that went to a vote in 2025 — more than 90% of U.S. board seats gained by activists in 2025 were achieved through negotiated settlements rather than a shareholder vote. Even so, activists have been more successful when fights went the distance: They secured at least one seat in six of 15 U.S. election contests in 2025 (a 40% win rate) compared to five of 18 in all of 2024 (a 28% win rate). There is no longer a proxy season. Activism is increasingly a year-round sport, as campaigns are no longer clustering around traditional nomination windows. Off-cycle pressure campaigns using sophisticated multimedia and digital strategies are becoming more effective, and surprise attacks without any prior private engagement are more common. “Withhold” campaigns (where activists call upon shareholders to vote against directors) continued to play a prominent role in 2025 and garnered significant shareholder support, including at one company where the activist issued a single letter. The regulatory and political landscape is shifting. Significant regulatory changes and political pressure directly impacting the shareholder activism arena and its key players may create less predictability in voting outcomes for contested elections and M&A. Earlier in 2025, the Securities and Exchange Commission (SEC) issued guidance narrowing the scope of activities that more-than-5% stockholders may undertake while preserving “passive” status necessary to qualify to file a short-form Schedule 13G. As a result, certain traditionally passive institutional investors have become more cautious in their engagements with companies. Some institutional investors also announced they were splitting their proxy voting teams into distinct units with separate decision-makers, while others are expanding their pass-through voting programs, allowing their underlying clients to indicate their voting preferences. At the same time, proxy advisory firm Glass Lewis announced that it would eliminate its standard benchmark voting recommendations in 2027. Most recently, the White House issued an executive order directing federal regulators to review and consider actions to limit the influence of proxy advisory firms, including by examining their treatment of diversity, equity and inclusion (DEI) and environmental, social and governance (ESG) priorities and assessing how such considerations influence voting recommendations. These developments could materially affect how institutional investors and proxy advisory firms shape shareholder outcomes and, in turn, make proxy voting outcomes less predictable. As a result of these developments, companies may want to expand their investor engagement programs to reach a wider audience and recalibrate the manner in which they engage with underlying index fund investors or retail holders. On the flip side, activists may become even more emboldened to launch campaigns and resist settlement given the unpredictability of vote outcomes. For boards, the implications are clear: They must be prepared for off-cycle challenges and activity after nomination deadlines by maintaining continuous engagement with key investors and strategizing on how best to reach smaller holders. Transparency is critical, particularly where non-core assets or strategic options could be misunderstood. Regular board-level education and preparedness sessions remain essential, as does continuous evaluation of board structure and composition to ensure each director provides a critical, demonstrable skill. Each director should be a distinct value-add with a clear, defensible profile, while the board as a whole must present a cohesive, strategically aligned front capable of withstanding increasingly sophisticated activist campaigns.

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1/13/2026

Opinion: Japan’s Activists Grapple with a New Problem — Success

Financial Times (01/13/26) Keohane, David

FT correspondent David Keohane writes that for decades, shareholder activists in Japan struggled to make headway, often facing deeply entrenched resistance from companies as well as cultural and legal obstacles. Now, as Japan’s stock market hits successive record highs and the number of buyouts continues to soar, they have to reckon with a new and pervasive problem: their recent success. With some activist funds that focus on Japan having made as much as 20-30% annualized returns over the past five years, according to people familiar with the matter, they have now grown to the point where deploying capital is becoming more difficult. “All the big endowments and pension funds, in the United States and elsewhere, have taken positions in the biggest activists in Japan and they have gotten so big that the question now is how that size plays out,” said one senior investor in Tokyo. “As they grow up they have to do bigger things.” It is a problem that activists of other eras in Japan would have dreamed of having. When Texan oilman, corporate raider, and investor T. Boone Pickens bought 20% of a Japanese company making lights for cars in 1989 and started advocating for board seats and higher returns, he spoke of the effort in glowing terms. “It’s going to be a new experience for me,” Pickens said in an interview that year. “We’re very hopeful we’re going to learn how all this operates in Japan.” Over the next two years, as he learned, he would label Japanese business a “cartel” and then sell out of his entire stake in Koito Manufacturing (KOTMY) in 1991. But today a rising stock market and ever higher deployment of capital mean that activists owned 1.1% of the total market capitalization of Japanese equities at the end of November based on public campaigns, according to estimates from Nomura analysts. The real exposure is probably much higher, with one senior banker in Tokyo suggesting that only 20% of activist campaigns are public. Positions are often built using options and stay below mandatory disclosure limits. As success and new scale add pressures, advisers and investors in Tokyo suggest 2026 could see activists adopt more aggressive tactics, including the acceleration of efforts to take over companies. Pickens and others that came after him were sometimes seen as too aggressive or too naive. They were certainly too early. Their complaints about Japan, however, were consistent: the country’s managers had become too comfortable, many companies were not run for shareholders and there was no real market for corporate control. Now, in an inversion few back then could have seen coming, the establishment is hailing the presence of successful activists as evidence that the corporate landscape has changed. Japan’s politicians and watchdogs are welcoming them with open arms and supportive regulation, hoping they can lift stock market valuations. Not only are companies less afraid of greenmailers, some are even welcoming activists and engagement funds as catalysts for change. One fund, Japan Activation Capital, is taking advantage of that and looking for companies that will invite them in. Activists are accordingly getting more confident. They are taking on more difficult and operational turnarounds, such as Hong Kong-based Oasis Management’s campaign to improve the performance of cosmetics company Kao (KAOOY). And they are taking stakes in ever bigger companies that are core to Japan. Recently Palliser Capital — founded by an alumnus of Elliott Management — has taken a stake in Japan Post (6178), which runs 24,000 post offices across the country and offers core banking and insurance under a public service mandate. Its campaign follows Elliott Management itself taking a top three position in Kansai Electric Power (KAEPY), a nuclear energy utility. Rising activism has spurred private equity deals as well. Often an activist will take a position with buyout funds following up, offering to acquire companies or funds for management to take a business private. Crucially, activists are also increasingly launching offers for entire companies and disrupting management attempts to take their own businesses private — driving up prices to the benefit of minority shareholders as they do so. Activist Effissimo Capital Management recently went toe-to-toe with management of Soft99 (4464), a car product supplier, launching a competing tender offer which has left it as the company’s largest shareholder. Such tactics raise the stakes for activists. As the Tokyo-based senior investor said: “Activists have been able to go for the low-hanging fruit so far?...it will get riskier from here.”

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1/13/2026

David Webb, Hong Kong’s Most Vocal Investor, Dies at 60

Bloomberg (01/13/26) Prasso, Sheridan; O. Bergman, Jonas

David Webb, Hong Kong’s most vocal investor whose investigations into corporate malfeasance triggered regulatory probes and made him a celebrity in the city’s financial industry, has died. He was 60. Webb passed away peacefully in Hong Kong on Jan. 13 from metastatic prostate cancer, according to a statement on his official X account. Diagnosed in 2020, he said in February that he might have only months more to live. A resident of Hong Kong since being transferred there by Barclays Plc in 1991, the British-born Webb made his name and fortune spotting investments in the city’s notoriously volatile small- and mid-cap market. He railed against the city’s monopolies and tycoon-dominated industries, even gaining a board seat at bourse operator Hong Kong Exchanges & Clearing Ltd. (HKXCY), where his dissection of operations meant meetings ran at least an hour longer than average, according to fellow director Oscar Wong. For his efforts to root out corruption and increase corporate transparency, Webb was honored in June as a Member of the Order of the British Empire. For a one-man show (he did have one assistant), Webb’s output was prodigious. Besides the management of his fast-growing portfolio, Webb helped champion corporate governance reforms and often called out public companies he believed were at fault. The most famous of these was a group of 50 Hong Kong firms he named the Enigma Network and advised investors “not to own” in 2017. This assortment of brokers, construction firms, an umbrella maker, and others shared common owners and business ties, and their share prices were artificially inflated as a result, Webb wrote. Six weeks after he alleged that the stocks were entwined in a complex web of cross-shareholdings that had pushed their valuations to unsustainable levels, 38 of them plunged suddenly, some by more than 90%. That triggered the largest-ever investigation by the Securities and Futures Commission, the city’s financial regulator, and several public company executives ended up being charged. Webb compared himself to an expert mechanic who walked around second-hand car lots looking at vehicles that had been discounted for risk of being lemons. By avoiding most of the lemons most of the time and “getting a substantial discount on good companies, I have been able to outperform,” he said in a 2018 speech at The University of Hong Kong. Parlaying his savings from his time in corporate finance, Webb began trading full time at the age of 33, amassing a fortune of at least $170 million by 2019, according to an analysis by Bloomberg. With few analysts covering Hong Kong’s mid- and small-cap market, Webb often worked until 2 a.m. pouring over company announcements and press reports. He filled giant filing cabinets in his Mid-Levels home office with clippings before eventually going digital. He favored large stakes in small undervalued companies where he would be noticed and could agitate for change. “If you are going to be a minority shareholder, it’s better to be a big one,” he said when discussing his strategy. He didn’t use leverage or short stocks to make money off declines. Early on he started webb-site.com as a forum for his views on regulation, corporate developments, and other market news. It featured the Latin phrase “scientia potentia est,” meaning “knowledge is power.” Despite a layout that never changed since the dial-up age, the ad-free site and its extensive database of information on Hong Kong companies, organizations and individuals became required reading in Hong Kong investing circles. As his reputation grew, so did the site’s impact. When in October 2016 he posted a demand that hotel amenities maker Ming Fai International Holdings (3828) pay a special dividend from a property sale, the shares jumped around 7% within minutes. Later at a shareholder meeting, the firm’s mom-and-pop investors stood to shake his hand and thank him for intervening. In October 2018, his research on companies linked to China Huarong Asset Management Co. (2799), a scandal-plagued bad-loan manager, sent several stocks tumbling by about 10%. In mid-November that year, he triggered a $228 million selloff after highlighting shares at risk of trading suspensions because of what he called a misguided Hong Kong Stock Exchange proposal to change its listing rules. His reports on companies to avoid were a byproduct of his stock-picking process. “I am looking for good companies, but when you do that, you find an awful lot of rubbish,” he said. “Things like the Enigma Network pop out.” In hopes that his website would live on without him, Webb said he tried handing it over to the University of Hong Kong along with offers of substantial donations to support it, only to be turned down. Maintaining a repository of data about companies and powerful individuals had become more perilous as Hong Kong’s government moved to restrict public access to such information. The website servers were shut down on Oct. 31, though he continued to write on Substack. Webb’s last post was on Dec. 15. David Michael Webb was born on Aug. 29, 1965. Attending school in Yorkshire, he encountered his first computer — a teletype terminal that printed results on a roll of paper — at around age 14 when the parent-teacher association acquired one second-hand, he recalled in a 2007 interview with the South China Morning Post. A self-confessed computer geek, he wrote books on coding as a teenager as well as a number of games for early 8-bit home computers such as the Sinclair Spectrum and Commodore 64. He graduated in mathematics from Exeter College, Oxford University, and designed his own code to scrape government and stock exchange websites for data, which was then uploaded on his site as a valuable tool for researchers. He spent 12 years as an investment banker, the first five in London before moving to Hong Kong. According to his website, he was a corporate finance director of BZW Asia Ltd., an arm of Barclays (BCS), until 1994, when he became in-house adviser to the Wheelock group of Hong Kong companies. He retired in 1998 to run his website and research the Hong Kong market. A member and past chairman of Hong Kong’s chapter of Mensa, the society for people with exceptionally high IQs, Webb could recall from memory the city’s listing codes and securities regulations. In his first interview with Bloomberg Businessweek in 2000, Webb said he had previously been a habitual writer of newspaper letters to the editor, but with the advent of the internet, he discovered he could launch his own website and speak to the public directly with an aim to “stop the rot in corporate governance.” Webb had his fair share of detractors. He was quick to dismiss the viewpoints of Hong Kong’s local brokerage community, Choi Chen Po-sum, a vice chairman of the Hong Kong Stock Exchange in the 1990s, told Bloomberg in 2019. An ultimately successful campaign to end stock trading-fee minimums in the mid-2000s spurred some in the local press to label him an agent of foreign hedge funds, an allegation he laughed off. For decades a mainstay in the city’s financial press, Webb found a new audience in 2014, during the so-called Umbrella Movement. In front of thousands of pro-democracy protesters, he took to the stage to call for reform of the city’s electoral system. “Don’t worry about the small economic impact of these protests,” he told the crowd blocking a major highway in front of the city’s legislative building, according to a copy of the speech on his website. “Think about the large economic benefits of a more dynamic economy, ending collusion between the government and the tycoons who currently elect the chief executive,” he said. “When 70 old tycoons visit Beijing for instructions, you just know something is wrong. It should be the Great Hall of the People, not the Great Hall of the Tycoons,” he said. He continued to champion political reform in the years after the Umbrella Movement and was often stopped in the street by well-wishers. His efforts also attracted scorn from some in the financial community who saw the city’s various protest movements as annoyances and misguided. Some financiers even alleged Webb was an agent of America’s intelligence agencies, a claim Webb said was nonsense and emblematic of the gossiping that Hong Kong delighted in. Strangers were sometimes spotted rummaging in his apartment building’s trash bins, presumably looking for dirt on him, he said. He criticized the city’s “draconian” isolation during the Covid pandemic as well as the growing crackdown on civil liberties in the city. Webb said it wasn’t enough to just have wealth. One should contribute to society with expertise, similar to a pro-bono lawyer, or by running for political office, he said. “I don’t want to reach the end of my life and say I was a really good investor,” he said. “That was fun, but I didn’t advance the human condition.”

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1/8/2026

Opinion: British Business Faces a Rude Activist Awakening

Financial Times (01/08/26) Gapper, John

The Financial Times' John Gapper writes that this is not a happy new year for Jonathan Simpson-Dent, chair of Edinburgh Worldwide Investment Trust (EWI), which offers exposure to technology companies including Elon Musk’s SpaceX. He is the latest target of Boaz Weinstein, a U.S, investor who has accused him of tolerating “years of dire underperformance” at the FTSE 250 trust. Weinstein’s Saba Capital is nothing if not persistent. It was overwhelmingly defeated by other shareholders last year in its effort to restructure the trust’s board, but it has increased its stake to 30% and is trying again. There is an unspoken message: if you alienate him, he will not go away. Weinstein is the fiercest face of U.S. activism in his rolling campaign against sleepy trusts. But he is far from alone these days: hedge funds have been agitating for change at many UK companies, from BP (BP) to Smith & Nephew (SNN), and are increasingly powerful. They don’t always get what they want, but they are difficult to ignore. There is more to come. The UK was the top market in Europe for activists last year, including break-up campaigns at M&C Saatchi (SAA) and Smiths Group (SMGZY). Alvarez & Marsal, a consulting firm that works on corporate defenses, estimates that more than 50 UK companies are at risk of becoming targets in 2026. Activism is now part of UK corporate life and it is not enough for companies to complain about hedge fund opportunism and refuse to engage. Some activists set their sights on a quick buck — often a return of cash to investors — but more professional ones suggest ideas that are worth considering. Activists cannot simply turn up and shout. They need to persuade not only boards but other investors, since they usually have only a small stake themselves. UK companies are now used to defending themselves and will summon an array of expensive advisers and bankers to get other investors in line. Weinstein has a strategic advantage here, since trusts have thousands of small investors who mostly left boards in peace before he came along, selling shares if they were unhappy. EWI cannot have a quiet word with a few influential institutions to win the day: it needs to campaign for a high turnout in a shareholder vote this month to defeat Saba’s 30%. But so be it. Saba lost all of its attempts last year to place its nominees on boards, yet its argument that trusts were short-changing investors had an effect. Several of them took steps to reduce the discounts at which they traded and Terry Smith, the Mauritius-based fund manager who likes a fight himself, conceded that Weinstein was right about his Smithson trust. Weinstein’s mere presence now helps: the expectation that his targets will take steps to fix their valuations has become self-fulfilling. That is double-edged in EWI’s case, since the trust has performed quite well since last year’s vote, and heavily reduced its discount. He remains unhappy but he has less to be dissatisfied about. He has responded by getting personal, accusing Simpson-Dent of being “a pawn of Baillie Gifford,” the trust’s investment manager, and criticizing the sale of part of its SpaceX stake. Simpson-Dent says he acted to improve performance after becoming chair in 2024. He thinks Saba wants to seize control, while Weinstein insists his three board nominees are independent. This is free entertainment for those not involved, and illustrates activism’s impact. Everyone has their say in public, often rudely, and the shareholders then decide. Weinstein is acting for his own benefit and that of investors in Saba funds, but EWI’s 24,000 investors can also gain. You could almost call him public-spirited. An open brawl is not always needed. Investor funds such as Cevian Capital prefer to wield influence privately and avoid hostility, although it called publicly last year for UBS (UBS) to leave Switzerland. Paul Kinrade, a senior adviser at Alvarez & Marsal, says that “many more” funds are now choosing to work behind the scenes. The demands of activists should be scrutinized for short-termism and dismissed if they will damage the interests of long-term investors and the company itself. But these U.S. funds tend to be sophisticated as well as financially driven, and can shine a light on weaknesses that boards know about but have allowed to linger. The fact that UK trusts can hear Weinstein’s winged chariot hurrying near is no bad thing. My advice to EWI’s shareholders is to ignore all the noise and focus on whether he offers an advantage. Democracy won last time and will hopefully win again.

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1/8/2026

Toms Capital Investment Management Could Force Even More Change at Target

Modern Retail (01/08/26) Parton, Mitchell

The same hedge fund that pushed for change at Kellanova and Tylenol maker Kenvue (KVUE) now has its sights set on Target. New York-based Toms Capital Investment Management (TCIM) has made a significant investment in Target (TGT), the Financial Times reported Dec. 26. It’s unknown how large the stake is or what the firm wants out of Target. The firm had built a stake in Kenvue ahead of its almost $49 billion sale to Kimberly-Clark (KMB) in November and advocated for the sale of the company, according to Reuters. TCIM had also amassed a stake in food giant Kellanova and had pushed the company to pursue strategic and organizational changes before it was acquired by Mars for about $36 billion in 2024, per CNBC. Target has faced year-over-year comp sales declines for three consecutive quarters. As previously reported by Modern Retail, many saw last year as when Target betrayed the trust of shoppers and employees with its pullback of DEI initiatives. It was also the start of turnaround efforts such as a CEO change, operational changes and mass corporate layoffs. TCIM did not immediately respond to a request for comment. A Target spokesperson provided a statement to Modern Retail with no specifics on what the new investment means for the company, other than that it is confident in the strategy previously outlined by incoming CEO Michael Fiddelke. “As part of our robust shareholder engagement program, we maintain a regular dialogue with the investment community,” the spokesperson said. “Target's top priority is getting back to growth, and our strategy to do so is rooted in three strategic priorities: leading with merchandising authority, providing a consistently elevated shopping experience and leveraging technology.” Investors buy stakes in public companies to push for changes that they believe will improve a company's finances, unlock some kind of additional value and, in turn, increase shareholder value. Target previously faced pressure from investor Pershing Square in 2009, led by Bill Ackman, who wanted to spin off the retailer's real estate but was rejected by shareholders, per Reuters. While TCIM's stake in Kenvue and Kellanova preceded acquisitions, that doesn't necessarily mean that will happen to Target, as well. Mike Ross, consumer markets deals leader for PwC, said activist investors can help speed up internal changes, including those that may already have been contemplated. Their demands could include management changes, specific divestitures or a board seat. “I would expect the management team to be working very closely with the board to understand what the goals of the activist investor are,” he said of any company facing activist pressure. “Activists rarely start with a strategy of: ‘Sell the company.’ They often have a specific objective in mind here.” Ross declined to comment on Target specifically. But he said that when companies consider private ownership, boards will want to show they’ve run out of options as a public company and can demonstrate greater value to shareholders through such a deal. “There are not a lot of precedent transactions for anything in the size that we’re talking about here,” he said. “They usually happen only when all other options are kind of exhausted.” The emergence of TCIM has left some in the retail industry — who were disappointed that Target chose the insider Fiddelke as its next CEO and kept current CEO Brian Cornell as chairman — optimistic that more changes could be made to revive the struggling retailer. The Accountability Board, a nonprofit activist group, has also acquired shares and urged Target to appoint an independent chairman through a shareholder proposal in October. “To us, [the TCIM stake] signals that investors are hungry for change and means our shareholder proposal likely has an even stronger chance of passing,” Matt Prescott, president of the Accountability Board, told Reuters. “This is such a dangerous crossroads for them,” said DeAnn Campbell, a store operations and experience consultant. “[Target’s] performance is on the wane, activist investors are at the gates, and they have Walmart (WMT) evolving into [serving] the type of customer they used to have.”

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1/7/2026

Matthews International Faces Another Proxy Fight with Barington Capital

Pittsburgh Post-Gazette (01/07/26) Grant, Tim

Matthews International Corp. (MATW) is bracing for a proxy war with a hedge fund for the second time in less than a year. The based casket and funeral products maker confirmed that hedge fund Barington Capital, which owns about 3% of Matthews’ outstanding shares, has reignited a proxy fight to reshape the company from the top down, making good on a threat it issued after losing a boardroom battle at Matthews’ annual meeting last February. Barington is again seeking to shake up the board of directors, nominating three new directors as it presses the case that Matthews needs sharper focus, leaner operations, and a stronger balance sheet. The company has not yet set a date for its annual meeting this year, which is when shareholders will once again vote on the future of one of Pittsburgh’s oldest continuously operating companies. For more than a decade, Matthews has endeavored to reinvent itself as something far more than a company known for burying and memorializing the dead. Through a series of acquisitions and investments, it pushed into everything from warehouse automation to brand solutions and advanced manufacturing technologies. In a 2025 interview with the Post-Gazette, Matthews CEO Joseph Bartolacci said he believes the takeover attempt was driven, in part, by the company’s complexity, which leaves an opening for critics who don’t fully grasp the long-term strategy. However, with the company under sustained pressure from Barington, Matthews has softened that stance, saying the board and management “have rigorously evaluated the company’s portfolio of businesses, thoughtfully considered shareholder feedback and decisively acted to enhance shareholder value,” according to a Dec. 7 statement. In recent months, Matthews has moved to execute two of the strategies Barington has been pushing, striking deals to sell its warehouse automation business for $230 million and its SGK Brand Solutions business for $350 million. The SGK merger 10 years ago was so big it doubled the size of Matthews International and shifted the weight of the company’s revenue heavily towards the brand solutions side rather than its bread-and-butter funeral and memorialization products. The sale of both the warehouse automation and SGK divisions are expected to generate significant cash, much of it earmarked for debt reduction. “The ongoing strategic review has already simplified the company business mix and strengthened our balance sheet,” the company said in a statement. The sale of the two business segments underscores a renewed focus on the company’s core identity — memorialization — while freeing up capital and management attention to pursue high growth areas that include energy storage solutions, a fast-growing market where Matthews sees long-term opportunity; and its Product Identification business, which traces back to the company’s industrial roots. Matthews reported higher year-over-year revenue in its memorialization segment — which includes casket and tombstone sales — reinforcing management’s argument that the company’s foundation remains solid even as it explore new growth industries. While Matthews’ expansion into new industries has created opportunities, it’s opened the company to serious challenges too. Matthews' push into advanced manufacturing and energy technology drew the company into a $1 billion lawsuit from Tesla (TSLA), which claimed Matthews stole trade secrets tied to battery technology. “Matthews has already successfully prevailed in numerous rulings against Tesla,” the company said. “We believe that this litigation is evidence of how valuable Matthews’ proprietary technology is.” The hedge fund also has pushed for changes at other iconic brands, such as Victoria’s Secrets (VSCO) and Macy’s (M).

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1/6/2026

US Activist Investors Target UK Companies at Record Levels in 2025

Investment Week (01/06/26) Nelson, Michael

The UK retained its place as the most targeted country in Europe for activist investors, with companies facing record levels of U.S. activist pressure in 2025. According to Alvarez & Marsal's (A&M) latest A&M Activist Alert Outlook, 41% of all public activist campaigns in the UK were launched by U.S. funds – a record – while 31% of all activist campaigns initiated in Europe also targeted UK companies. However, the 39 activist cases launched in Europe engaging UK firms last year marked a drop from the 50 that took place in 2024. Activists chose not to interfere as much with company management teams, instead preferring to launch campaigns based on operational underperformance and use of capital, which represented 23% and 20% of demands, respectively, up from 20% and 19% in 2024, the report found. ESG-focused campaigns also increased in 2025, representing 14% of campaigns, up from 9% the year prior. Strong shareholder rights and perceived low valuations have also been driving further interest, the firm noted. "Even in volatile times, investors expect companies to adapt and outperform after the initial shock subsides," said André Medeiros, managing director and co-head of consumer and retail, EMEA, at A&M. "Boards only have a short window to set out their stall before investor scrutiny and challenges return." Companies in the consumer sector remained in the spotlight in 2025, accounting for 21% of campaigns in 2025, up from 19% in 2024, driven by a range of demands, including agitation from activists for improved returns on capital invested, A&M found. The firm noted this pressure is expected to increase in 2026, with 41 companies identified as being at risk, including in sub-sectors such as apparel, retail and personal care, where activists are expected to look closely at companies that fail to capitalize on improving household budgets. Industrials companies are also expected to face more activist attention in the face of challenges attributed to tariffs and international trade dynamics. Combined with the creative disruption being generated by AI and other geopolitical uncertainties, investors will look to executive teams to clearly demonstrate how they are navigating these opportunities and challenges to outperform, the report stated. A&M managing director Malcolm McKenzie explained: "In this AI world, investors are often scrutinizing companies' investment strategies as closely as their financials. This year, corporates need to be creative, imaginative and, above all, action oriented."

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1/6/2026

Law Firms Nab Activism Defense Stars as Competition Heats Up

Bloomberg Law (01/06/26) Hutchinson, Drew

Attorneys who specialize in defending companies against activist investors are in high demand, fueling partner moves that have boosted existing leaders such as Sidley Austin and helped other firms like Skadden become more entrenched in these specialties. Firm migration among activism attorneys has been ticking up for a couple of years with hiring that included longtime investor-side adviser Elizabeth Gonzalez-Sussman’s 2024 jump to represent companies at Skadden, Arps, Slate, Meagher & Flom LLP. Last year was no different: Firms were asking for specialists—not dabblers—as they looked for lawyers, said legal recruiter Avery Ellis, managing partner at CenterPeak LLC. The need to bolster activism defense practices stems from a rapidly changing regulatory environment governing shareholder engagement—but also the swell of activist investors, such as hedge funds, looking to influence companies on operational and financial matters, said Columbia law professor Eric Talley. “There’s been a big uptick in activism practice and with it, kind of a bidding war for the best activism-oriented attorneys out there,” he said. Activists launched 763 new campaigns in 2025, a slight uptick from the previous year’s 753, according to Bloomberg data known as league tables. Elliott Investment Management exemplified both sides of this legal work in 2025. Olshan Frome Wolosky LLP helped the hedge fund engage PepsiCo Inc. (PEP), and Skadden defended Honeywell International Inc. (HON) from Elliott in the first half of the year. The Bloomberg data relies partially on law firm submissions, which catapulted Japan-based Nishimura & Asahi into third place for engagements this year after submitting its non-public work for the first time. Sidley Austin LLP held its years-long top spot as the busiest shareholder activism defense firm. Meanwhile, Latham & Watkins LLP rose to second place, up from third last year. Skadden earned the top spot for the value of campaign stakes, which represents the value of shares investors held in companies facing investor action. That’s due in part to Gonzalez-Sussman joining the firm, where she led Skadden’s existing experts to forge a formal shareholder activism unit. “When you’re dealing with a large-cap company, that’s why your numbers go up,” she said of Skadden’s $11 billion in campaign stakes. “When they’re hit with a very big activist, we’re perfectly primed to do it. That’s why our numbers in total may be lower but our dollar amounts really demonstrate that we’re representing the most high-profile activist campaigns.” Other notable personnel changes: Carmen Lu joined Paul, Weiss, Rifkind, Wharton & Garrison LLP as an activism defense partner last January after eight years at Wachtell, Lipton, Rosen & Katz. One month later, White & Case LLP brought on Richard Brand from Cadwalader, Wickersham & Taft LLP as its global shareholder engagement head. It marked the firm’s first foray into activist-side work in the U.S. Sullivan & Cromwel LLP moved up the 2025 list of rankings after picking up two shareholder activism co-chairs from Vinson & Elkins LLP, and Sidley Austin LLP added a former Skadden activism defense partner. Firms view activism defense in different ways. It can bolster relationships with companies and funnel business into other practice areas, or it can be a specialty that carries its own weight. “You want specialists,” said Kai Liekefett, co-chair of Sidley’s shareholder activism and corporate defense practice. “If you have heart problems, would you rather go to a heart surgeon or a general practitioner?” When firms are looking for new talent, they often want people who’ve worked exclusively with either companies or activists, Ellis said. Practices themselves are often the same, either representing one or the other. But corporations and activist investors are so well-capitalized these days that representing either side feels like general commercial litigation, Talley said. Firms realize they have a lot to gain from both blue-chip companies and sophisticated investment funds. White & Case is taking a dual-sided approach, with Brand and his team representing both boards and investors. “It gives us a unique perspective,” Brand said. “If you have well-rounded corporate lawyers working on activism matters, they’re going to be more effective as advisers.” Activism is closely tied to other areas of corporate law. Lu, who joined Paul Weiss to meet client demand for shareholder activism expertise, says the firm’s M&A practice creates new clients, and vice versa. Deals close, activists pounce on the new entities, and companies need representation. Latham & Watkins has a similar dynamic. The firm serves as primary corporate governance counsel for more than 400 public companies, so shareholder activism defense growth is a testament to the firm’s overall expertise, said Christopher Drewry, global co-chair of Latham’s shareholder activism and corporate defense practice. “We’re at the top of the league tables in all of these areas,” he said. “If you treat activism as this own special thing rather than as a broader perspective,” clients lose out. Sometimes, law firms invest in activism defense experts but don’t formalize the practice group. Wachtell Lipton views itself as a board and company adviser, and shareholder activism defense is a natural outgrowth, said Elina Tetelbaum, head of activism defense. Activist-side firm Olshan is an example of a specialized operation—and it’s working out great, said Andrew Freedman, chair of its shareholder activism practice. “Because this is all we do, we’re very unique,” he said. To complement the activism practice and drive new business, the firm plans to launch a fund formation group this year, Freedman said. The practice would help clients create hedge funds or additional investment vehicles, he said. Activism defense will only become more important as more first-time activists engage with companies, Liekefett said. While the past year was the busiest he’d seen, boards are still underestimating the threat activist investors present, he said. Attorneys eyeing the space will need empathy, well-roundedness, and the ability “to be a therapist to some degree,” Liekefett said. “Most of your clients will face enormous stress,” he said.

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1/5/2026

Citgo Is a Crown Jewel of Venezuela’s Oil Industry. Elliott Is Set to Reap the Benefits

Wall Street Journal (01/05/26) Morenne, Benoît

For Elliott Investment Management, Nicolás Maduro’s swift exit comes at an auspicious time. A U.S. judge in November backed a roughly $6 billion bid by Elliott for Citgo Petroleum, the refining firm owned by Venezuela’s state-run company Petróleos de Venezuela, known as PdVSA, in a forced sale to satisfy creditors. Citgo, based in Houston, owns a U.S. network of refineries, pipelines and terminals that some analysts have said could be worth between $11 billion and $13 billion. The deal was controversial in Venezuela. Maduro’s government denounced the proposed sale as fraudulent. The board recognized by the U.S. government as the legitimate overseer of PdVSA’s overseas oil assets vowed to fight to keep Citgo under Venezuelan control. Less than two months after receiving the judge’s endorsement, Elliott is looking at a more favorable—albeit chaotic—landscape. Maduro is being held in a New York jail. President Trump has sidelined the opposition, accused Venezuela of stealing American crude and said U.S. firms would be strongly involved in its oil industry. Now, Elliott appears poised to reap the rewards of owning Venezuela’s most valuable foreign oil asset. The regime change could lead to an increase in Venezuelan oil production, which would likely provide cheap feedstock to Citgo’s Gulf Coast refineries and increase the company’s value, analysts and refining experts said. “Maduro is out, so a lot of the threat is out,” said Jay Auslander, a litigator who represents sovereign interests and private-equity funds. “It looks like a potentially quite good deal that remains high risk.” Elliott isn’t in the clear yet. The hedge fund still needs approval from the Treasury Department to conclude the deal. Plus, PdVSA and Venezuela have appealed the judicial sale. The appeal is likely to be decided in the first half of the year, and the sale can then close if the Treasury has approved it, according to people familiar with the situation. Elliott sees an alignment between the sale, which was held to satisfy some of Venezuela’s creditors, and the White House’s articulated goals of getting U.S. companies repaid for Venezuela’s previous asset seizures. Elliott has a history of clinching lucrative deals in risky locales. After Argentina defaulted on its sovereign debt in 2001, most foreign bondholders settled for pennies on the dollar, but Elliott held firm. The hedge fund spent tens of millions of dollars on a legal, lobbying and PR blitz around the world to make the country pay. The efforts eventually led to a $2 billion payday. People walk past a billboard in Caracas that reads "Give Citgo back to the Venezuelans. Vice Presidency of the working class PDVSA." After Maduro’s capture, some Republicans have sought to draw attention to Elliott’s dealings. Kentucky congressman Thomas Massie, a Trump critic, said Sunday on X that according to Grok, xAI’s chatbot, Elliott’s billionaire founder Paul Singer “stands to make billions of dollars on his distressed Citgo investment, now that this administration has taken over Venezuela.” Massie said Singer, an influential GOP donor, has already spent $1 million to defeat him in the next election. Last year, Singer gave $1 million to MAGA KY, a super PAC seeking to oust Massie, according to a filing. The investor donated about $8 million to help Trump get re-elected, and he contributed $1 million to Trump’s inaugural committee, filings show. With Citgo, Elliott is set to get its hands on one of the crown jewels of Venezuela’s energy empire. PDVSA first purchased a stake in Citgo in the 1980s before acquiring it in full in 1990. After Maduro succeeded Hugo Chávez as Venezuela’s president in 2013, continued mismanagement and under investment sapped Venezuela’s oil production. Citgo and its three U.S. refineries, which today have a combined total refining capacity of about 807,000 barrels a day, became a critical source of petrodollar revenue for Maduro’s government. That lifeline was severed in 2019. Trump enacted economic sanctions against PDVSA in a bid to empower the opposition and cripple Maduro’s regime. His administration placed control of Citgo with U.S.-backed opposition leaders and shielded it from the claims of creditors owed money by the bankrupt government in Caracas. But the opposition’s efforts to unseat Maduro failed. In 2023, the Biden administration indicated it would no longer protect Citgo from seizure, backing a forced sale of the company to satisfy the creditors, which included miner Crystallex International (CRYFQ) and oil-and-gas producer ConocoPhillips (COP). Several firms including Elliott’s affiliate Amber Energy placed bids for Citgo, with the sale proceeds earmarked for certain creditors of the refiner’s ultimate owner, the Venezuelan government. After a tortuous and contested process, a federal judge endorsed a roughly $6 billion bid by Amber. Elliott is contributing about one-third of the equity and is working with a consortium of investors, the people familiar with the situation said. Elliott sees Citgo’s refineries as good investments that it wants to hold for a while, the people said. It sees itself as a well-capitalized investor that is going to increase production of gasoline and help with the White House’s goals to keep fuel prices down. Apollo Global Management is leading debt financing for the deal, a person close to that company said. Charles Kemp, a vice president at energy consulting firm Baker & O’Brien and a former strategic planning engineer at Citgo, said opening up the floodgates of Venezuela’s production would translate into more crude making it to Gulf Coast refiners, including Citgo, at a time when these firms are looking for new sources of heavy oil. Citgo’s refineries are designed for heavy sour crude from Venezuela but since the 2019 sanctions have been running a mixture of crude from Canada and Latin American countries such as Brazil and Ecuador. “You want the cheapest, nastiest crude others can’t run,” Kemp said. “It’s definitely going to help them.” For some political experts, the sale of Citgo’s U.S. refineries would amount to Venezuela’s crude losing a guaranteed gateway to the American market. “It would be a good strategic asset to have to be able to sell some extra heavy oil in the U.S’s market,” said Francisco Monaldi, director of the Latin America Energy Program at Rice University’s Baker Institute for Public Policy. Alternatively, Venezuela could sign long-term contracts with American refiners, he said.

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