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4/29/2029

Shareholder Activism in Asia Drives Global Total to Record High

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

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

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1/16/2027

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

Reuters (01/16/27) Summerville, Abigail

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

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9/17/2026

Editorial: The SEC’s Big and Welcome Proxy Reform

Wall Street Journal (09/17/26)

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

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9/16/2026

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

Skadden (09/16/26)

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

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9/15/2026

Hoban's Insatiable Appetite: Group Founder Targets Korean Air

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

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

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9/14/2026

Ex-Unilever Boss Takes Swipe at Activist Investors

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

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

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9/11/2026

South African Boards Court Investors as Pay Votes Become Binding

Bloomberg (09/11/26) Kew, Janice

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

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9/8/2026

How the Passive Boom Gave ASX Loudmouths a Megaphone

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

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

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9/3/2026

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

Bloomberg (09/03/26) Hughes, Chris

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

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