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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8/7/2026

Wendy’s Slashes Dividend and Scraps Guidance as Nelson Peltz Applies the Pressure

Barron's (08/07/26) Tatananni, Mackenzie

Wendy’s (NASDAQ: WEN) pulled its full-year outlook on Friday and cut its annual dividend, citing declining customer traffic and shrinking franchisee profits. Wendy’s slashed its annual dividend payout to 28 cents a share, amounting to 7 cents a share each quarter, down from 14 cents. The fast food chain said its leadership was formulating a turnaround plan “including the optimal deployment of capital.” CEO Bob Wright, who was elevated to the company’s top role in May, said the company had identified five areas to drive the turnaround including rebuilding menus and improving the chain’s marketing. “Today we are clearly not performing at our potential,” Wright said. The updates came as Wendy’s reported a 7% decline in U.S. same-restaurant sales for the second quarter, driving a 6.5% drop in systemwide sales. Wall Street had expected a milder 4.7% decrease. Shares rose 1.7% on Friday as the benchmark S&P 500 index ticked up 0.2%. The stock was regaining ground following a sharp selloff on Thursday that saw shares fall 7.5% in the absence of obvious news. The second-quarter numbers beat expectations by a hair. Wendy’s posted adjusted earnings of 18 cents a share, ahead of analyst calls for 16 cents. Revenue ticked up 1.7% in the quarter to $570.6 million, narrowly beating Wall Street’s forecast of $557.1 million. The commentary surrounding the report is the latest sign of the fast-food chain’s deepening woes. Wright, the company’s former chief operating officer, departed in 2019 to lead Potbelly Sandwich Works (NASDAQ: PBPB) through its postpandemic recovery. He was appointed CEO of Wendy’s in May, ending a nearly year-long executive search. Wendy’s first teased a turnaround at the end of 2025, when it pledged to shutter around 300 of its underperforming U.S. restaurants. By the end of the first quarter, Wendy’s reported a net loss of 174 restaurants as part of its ongoing restructuring. The company also has faced pressure from Nelson Peltz, who noted in a securities filing in February that Wendy’s stock was undervalued. His investment firm, Trian Partners, first bought into Wendy’s in 2005 and spearheaded major changes including the spinoff of Tim Hortons into a stand-alone public company. In 2008, Peltz’s holding company, Triarc Cos., acquired Wendy’s in a $2.34 billion, all-stock deal and subsequently adopted the Wendy’s name. Peltz and Trian Partners hold a combined stake of over 24% in Wendy’s today, making them the largest shareholder. Peltz personally owns roughly 16%, while Trian holds 7.9%. The billionaire has disclosed ongoing discussions with Wendy’s leadership and shareholders regarding strategic transactions, saying he is exploring options to enhance shareholder value, which could include increasing his stake. Wendy’s management didn’t acknowledge the campaign on the earnings call Friday, though CEO Wright acknowledged execution had faltered. “When you have a strong brand and you have a strong culture, you have the opportunity to do something really special. It becomes a performance issue, and that’s what we’re facing,” Wright said. Management attributed the drop in foot traffic in the latest quarter to less discounting and the elimination of breakfast options at certain locations. But the issues run deeper, as Wendy’s grapples with consumer budget constraints, rising costs, and other issues facing the restaurant industry at large. Wendy’s shares have trailed behind the broader market this year, falling over 10% in 2026. The S&P 500 has gained 13% over the same period. Social media hype sent the stock sharply higher in late June, briefly framing Wendy’s as the next meme stock in the vein of GameStop (NYSE: GME) and AMC Entertainment (NYSE: AMC). That momentum didn’t last, however, and fundamental problems persist, including a multi-quarter sales slump. “Over time, we’ve drifted away from some of the standards that made Wendy’s distinctive,” Chief Financial Officer Steve Cirulis told analysts on Friday. “While we’ve maintained core practices in some areas, we’ve let cost and efficiency drive decisions that weaken that differentiation on value.” It remains to be seen whether the company’s new CEO can leverage his turnaround experience, or if Peltz’s intervention will bear fruit, but one thing is clear: Wendy’s is under pressure.

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8/6/2026

Nelson Peltz Put 42% of His Fund Into One Stock, Then Took the Whole Company Private

24/7 Wall St. (08/06/26) Ehsan, Omor

Nelson Peltz’s Trian Fund Management, alongside General Catalyst, closed its take-private acquisition of Janus Henderson (NYSE: JHG) on June 30, 2026, at roughly $52 a share and around $8 billion in total value. The vote that mattered came in April 2026, when shareholders overwhelmingly approved the deal. What makes this transaction interesting to a retirement investor is what Peltz did next. Trian first disclosed its stake in late 2020 and spent the following five years in constructive engagement pushing Janus Henderson toward the same thing every activist eventually wants from a subscale asset manager: consolidation, scale, cost discipline, and a re-rating. The re-rating never fully arrived in the public markets. So Peltz did the thing activists rarely do. He stopped trying to fix the company in public and bought it. The price he paid is the first tell. Peltz raised his own bid from $49 to roughly $52 to get the transaction across the line, agreeing to pay more than double where the stock traded when Trian first appeared. The second tell is bigger. Rather than accept cash for the position Trian had built, Peltz rolled 25,136,205 shares into Jupiter Topco LLC, the private acquisition vehicle. That is a doubling down at a higher basis, in an illiquid wrapper, with a longer time horizon. Janus Henderson finished the March quarter with roughly $480 billion in AUM, up 29% year over year, $690 million in Q1 2026 revenue, up 11%, and an adjusted operating margin of 31.5%. Long-horizon performance is respectable, with 66%, 67%, and 68% of AUM outperforming benchmarks on 3-, 5-, and 10-year windows. Short-term performance is the sore spot: only 37% of AUM is outperforming on a one-year basis, and performance fees turned negative by $7.1 million in the first quarter. Which is where the strategic logic gets interesting. Bloomberg reported Peltz plans an AI overhaul of the business, an expensive, multi-year, headcount-disruptive rebuild that quarterly earnings calls tend to punish. Active managers are being squeezed by passive flows and by clients who now expect model portfolios and separately managed accounts wired into their advisor tech stacks. Fixing that under public scrutiny means every restructuring charge becomes a bear-case bullet point. Doing it privately means the P&L can absorb the rebuild without a quarterly referendum. Janus Henderson delisted, the regular dividend was suspended, and earnings conference calls are being discontinued. Public shareholders received cash at $52, a price Peltz himself raised to secure. Anyone still holding JHG at the close received the exit Peltz declined to take. The transferable lesson is what an activist rolling equity, rather than cashing out, actually means. It says the public market was mispricing what he thought the franchise was worth, and that the value creation from here needs privacy to happen. For a retirement investor, the read-through is toward the rest of publicly traded active asset management. If a five-year insider believes the fix requires escaping the quarterly cycle, the firms still stuck inside that cycle- Janus Henderson finished 2025 with $56.5 billion in full-year net inflows and still could not get the re-rating- are the ones to examine skeptically, not to chase.

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8/3/2026

Activists Face Resistance in Japan After Years of Easy Pickings

Bloomberg (08/03/26) Sano, Hideyuki

Shareholder activists who have raked in profits in Japan over the past few years are moving into a challenging phase, as they tangle with less compliant companies and a more skeptical government. Investors continue to pile into Japan, the second-largest market for activism after the United States. Yet potential options that remain are often those that have shown little willingness to engage, making campaigns more difficult and reducing the likelihood of quick wins. Stocks held by activists underperformed the Topix index by an average four percentage points in the first seven months of the year, according to an analysis of holdings in more than 300 companies, ending a four-year outperformance streak. The ratio of winners among private equity investments has tumbled to about 36%, compared with almost three-quarters in 2022. Japan transformed itself into a mecca for activist investors in the early 2020s, tightening corporate governance rules to pressure companies to be more responsive to shareholders. Some firms were quick to offer share buybacks, higher dividends and other benefits, enabling activists and the investors who piggy-backed on their campaigns to line their coffers. That’s starting to change. “The first stage of corporate governance was relatively easy,” said Stephen Harget, a portfolio manager at Man Group. “It focused on companies with too much cash, too much cross-shareholdings or non-core assets, and that was where activists could have the biggest impact.” Examples abound of companies digging in their heels. A bid by Oasis for reform at Kao Corp (4452.T), a venerable maker of household supplies from detergent to skincare, has so far been rebuffed. The company’s stock has risen far less than the broader TOPIX index since Oasis launched its campaign in 2024. Utility Kansai Electric Power Co (9503.T) hasn’t publicly responded to Elliott’s September demands that it hive off non-core assets. Its shares have lost momentum and trade at 75% of book value, making it one of a shrinking pool of such firms. Valuations below the worth of a company’s net assets mean investors have serious doubts about its ability to generate profits, which is why this measure has been a primary focus of Japan’s governance reforms. “Companies still trading below book value are, in effect, the hard core,” said Masashi Akutsu, chief Japan equity strategist at BofA Securities. “They are not the kinds of companies that can easily be changed through outside pressure. Meanwhile, companies that have already improved are trying to build on those gains, which is hardly straightforward either.” The proportion of Topix companies trading below book value has fallen to about 34% from roughly half the market in 2022, reflecting both governance improvements and rising equity valuations. “As the largest activist funds are now in the tens of billions of dollars in size, they need to target larger companies where the upside may be less obvious than in smaller, less well known companies,” said investor James Halse of Senjin Capital. Activists have become part of the zeitgeist in Japan, helping to end the career of a popular TV presenter in a sexual assault scandal and tussling with the world’s biggest carmaker, Toyota Motor (7203.T), over minority shareholder rights. And their recent results may look comparatively poor partly because of the AI boom, which has bolstered the performance of indexes. “Activist investing has become a crowded trade,” said Yasuo Sakuma, president of Libra Investments. “As the number of players has increased and stock prices have risen broadly, opportunities to generate excess returns have narrowed.” Some companies have become more willing to engage with shareholders in general. They have drastically increased share buybacks in the past few years, in some cases without activist pressure. The share buyback yield, or the percentage of market value spent on repurchasing companies’ own stock, has risen to 1.46% for the Topix index, narrowing the gap with the S&P. “In the past, there was a strong expectation that activists could drive corporate reform through dialogue with management,” Daisuke Uchiyama, a senior strategist at Okasan Securities. “Today, however, shareholders are increasingly able to push for change through engagement without relying on activist investors.” Japanese executives generally acknowledge that activists play a positive role in maintaining corporate discipline, but there remains considerable antipathy toward some activists because of what are seen as high-handed and intrusive tactics, including threats of legal action. “When we speak with companies, we are hearing about pushback on activism,” said Man Group’s Harget. “They say they’re having to spend too much of their own time talking to activists rather than actually running their own business.” “While activism is a healthy part of public markets, we think it may have sort of reached at least a short-term peak in Japan,” he added. Some investors also see a subtle shift in the policy environment. Prime Minister Sanae Takaichi’s administration has repeatedly warned against short-termism and is considering changes to shareholder proposal rules and governance guidelines that place greater emphasis on long-term value creation. While many investors and analysts expect only limited changes in practice, they say the tone is less supportive of activist investing than during the previous phase of governance reform. “More funds are resorting to public campaigns using social media and traditional media to rally public opinion,” said Uchiyama of Okasan Securities. “That is another sign that activist investing is no longer as easy as it once was.” One such campaign, which included posters in major stations, was run by Oasis during Japan’s annual general shareholder meeting season in June. The slogan: “Good governance builds good companies.”

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7/31/2026

Institutional Investors Battle SEC Over Future of Shareholder Proposal Access

Pensions & Investments (07/31/26) Croce, Brian

Institutional investors and shareholder groups are urging the Securities and Exchange Commission (SEC) to preserve its rules governing the shareholder proposal process, arguing that rescinding the rules would upset a longstanding balance between investors and their companies. The SEC under Chair Paul Atkins — who’s long said fringe groups have weaponized the shareholder proposal process — is reviewing Exchange Act Rule 14a-8 and plans to propose changes by October. Investors, which largely support Rule 14a-8, say the rule package is an important tool to engage with public companies and that striking it down or diminishing it will hurt investors and markets broadly. To qualify a shareholder proposal under Rule 14a-8, which was first adopted in 1942, shareholders must meet specified ownership thresholds, hold shares for a defined period, and comply with procedural requirements, like submission deadlines and proof of ownership. Rule 14a-8 also establishes grounds on which companies may exclude proposals. The SEC’s decision could alter the way pension funds and retail investors interact with the companies they own and make effecting change — on issues like CEO pay, board composition and climate risk — at those companies more difficult and expensive. “Ultimately, weakening or taking away the shareholder proposal process is not going to make the sustainability risks for companies go away. It’s just going to make it harder for shareholders to raise them,” Illinois State Treasurer Michael Frerichs, who serves as vice chair of the Illinois State Board of Investment, managing roughly $29.8 billion in pension assets for state employees, said on a July 23 press call. “So naturally I am concerned that eliminating the 14a-8 process would reduce the rights of shareholders and limit our ability to engage companies facing material sustainability risks.” A coalition of investors and investor groups, including New York State Comptroller Thomas P. DiNapoli, sole trustee of the $295.4 billion New York State Common Retirement Fund, Albany; and Josh Zinner, CEO of the Interfaith Center on Corporate Responsibility, a coalition of 300-plus global institutional investors, filed a rulemaking petition with the SEC on July 23 urging the commission to preserve Rule 14a-8. “The petitioners believe that eliminating that cornerstone would destabilize corporate governance in America, removing a critical tool for board and management accountability to shareholders that investors rely upon in their investment and stewardship strategies,” the collation wrote. The coalition added that deferring to state law or corporate bylaws would create “unacceptable regulatory uncertainty and litigation risk for both proponents and issuers, and create impediments for access to the Rule for smaller shareholders.” Settling shareholder proposals in court would costs investors and businesses time and money, they argue. Atkins in a July 9 speech said the SEC is taking a holistic look at Rule 14a-8 and signaled his apprehension to maintaining the status quo. He said the SEC’s evaluation will focus on the question, “What is the federal government’s appropriate role in regulating shareholder proposals?” The SEC chair referenced an earlier speech he gave in 2008 when he was an SEC commissioner in which he noted that some people argue the rule “inappropriately infringes upon state laws that govern the relationships among shareholders and between shareholders and the corporations that they own.” He then added in that 2008 speech, “Despite the presence of Rule 14a-8, the Commission would be wise to continue to respect the principles of federalism and avoid the temptation to exceed the limitations on its authority delegated by the Congress.” The SEC under Atkins reduced its role in the 2026 proxy season by stepping back from its traditional function as impartial referee in no-action disputes. While shareholders can file proposals before a public company’s annual meeting, if a company thinks a proposal is out of bounds or has already been addressed, it historically would file a no-action letter with the SEC, requesting permission not to include the proposal in its proxy statement. But in November, citing resource constraints from a lengthy government shutdown, the SEC announced that it would not partake in the no-action process during the most recent proxy season, giving companies the responsibility to determine whether to include a shareholder proposal on their proxy ballot. In March, Atkins said the agency was using the 2026 proxy season as a benchmark to determine whether it will resume its role as neutral arbiter over no-action requests in the future. The policy shift triggered legal challenges. The Interfaith Center on Corporate Responsibility and shareholder advocacy group As You Sow filed a lawsuit in March claiming the SEC failed to follow the Administrative Procedure Act when enacting the policy change. The case is still pending. Also, investors filed several lawsuits in the 2026 proxy season seeking to have their proposals placed on a company proxy ballot. That includes a lawsuit filed by four New York City pension funds against AT&T to get a workplace diversity proposal on its ballot. The two parties reached a settlement in February allowing the proposal to proceed. Atkins’ July 9 comments signal that the SEC is likely to stay out of the no-action process. “My greatest takeaway is that the Commission staff’s interposition between companies and shareholder proponents is unnecessary to effectively and efficiently resolve whether shareholder proposals should be included in proxy statements,” he said. “Consider the significant time and costs expended by the SEC in prior proxy seasons that have been avoided this season,” Atkins added. “It is difficult for me to order our talented staff to return to a tedious, and evidently ineffectual, task in future years when so many other vital filings and issues lie unattended awaiting a delayed resolution. That is certainly not good government, nor public service.” The investors in their rulemaking petition had a different view than Atkins on how the SEC removing itself from the no-action process affected proxy season. DiNapoli and the investor coalition implored the SEC to retain the traditional no-action process and suggested several reforms to make it more efficient. Their suggestions include establishing a two-week engagement period after an issuer submits a notice of intent to exclude a shareholder proposal, during which time the company and proponent could seek an agreement that may obviate the need for SEC staff review of the notice. “The suspension created chaos, not efficiency,” they wrote. “Investors who had satisfied every requirement to file a proposal, but who lacked the litigation budget to fight for inclusion in court, were effectively silenced. Issuers fared no better: stripped of substantive SEC guidance, many chose the path of least resistance and included proposals they might have legitimately excluded, simply to avoid the litigation risk of guessing wrong.” Investors are now watching to see what the SEC proposes on this subject and how the proxy season in 2027 and beyond could be impacted. The commission plans to propose a rule on the future of Rule 14a-8 by the end of October, according to its latest regulatory agenda. The proposal would be subject to public comment.

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7/27/2026

Japan’s New Activists Blend McKinsey And Blackstone

Forbes (07/27/26) Daugherty, Robert

For decades, activist investing was viewed skeptically in Japan. Outside investors demanding asset sales, larger dividends or changes in management were often portrayed as short-term opportunists that are more interested in extracting cash than building enduring businesses. That perception is changing. Japan’s capital markets are undergoing their most significant transformation in a generation, creating an opportunity for a more constructive model of activism: part McKinsey-style strategic consulting, part Blackstone-style operational and financial discipline. The timing is particularly important. The Tokyo Stock Exchange (TSE) has asked companies listed on its Prime and Standard markets to operate with greater awareness of their cost of capital and stock price. Its guidance emphasizes sustained returns above the cost of capital, thoughtful allocation of management resources and restructuring of underperforming business portfolios—not simply one-time dividends or share repurchases. The TSE’s reforms are frequently described as an effort to encourage companies trading below book value to improve their price-to-book ratios. But the broader objective is more fundamental. Companies are being asked to understand why their return on equity is inadequate, explain how they intend to improve it and continuously evaluate whether their balance sheets and business portfolios are creating value. The TSE has specifically encouraged investment in research and development, human capital, intellectual property and productive assets, as well as the restructuring of business portfolios. Dividends and buybacks may be appropriate, but the exchange has made clear that companies should not treat one-time distributions as substitutes for sustained operational improvement. At the same time, Japan is adjusting to a dramatically different macroeconomic environment. The weak yen has made many Japanese companies and assets relatively inexpensive for dollar-based investors, while also increasing the international competitiveness of major exporters. Government bond yields and corporate financing costs are rising as Japan moves away from decades of extraordinarily loose monetary policy. The era in which cash could accumulate indefinitely, and capital appeared almost free is ending. Higher interest rates will place greater pressure on companies to justify the cash, real estate, cross-shareholdings and underperforming subsidiaries sitting on their balance sheets. These conditions have helped make Japan one of the world’s most important markets for shareholder engagement. Several of the world’s largest and most prominent activist investors are increasingly active in the country. Elliott Investment Management has invested in companies including SoftBank Group (OTCMKTS: SFTBY), Toshiba, Toyota Industries, Daikin Industries (6367.T), and Mitsui O.S.K. Lines (9104.T). ValueAct Capital has established a reputation for longer-term, relationship-oriented investments and has engaged with major Japanese companies including Olympus (7733.T), JSR (4185.T), and Seven & i Holdings (3382.T). Hong Kong-based Oasis Management has conducted campaigns involving companies such as Fujitec, Kao (4452.T), and Kyocera (6971.T). Elliott’s recent investments demonstrate the growing scale of the opportunity. In announcing its investment in Mitsui O.S.K. Lines, Elliott praised the quality of the company’s underlying businesses while arguing that its shares remained materially undervalued. More importantly, Elliott expressed a desire to work constructively with the company on a more ambitious medium-term strategy. A broader group of specialists is also helping shape Japan’s activist ecosystem. Tokyo-based Strategic Capital has engaged companies with excess cash, cross-shareholdings and underutilized assets. Kaname Capital focuses on smaller and midsized Japanese businesses, frequently emphasizing governance, capital allocation and the interests of minority shareholders. Singapore-based Hibiki Path Advisors describes its approach as constructive engagement intended to unlock companies' long-term potential. 3D Investment Partners, also based in Singapore, has become one of the most visible activists in Japan through investments including Fuji Soft. Together, these firms illustrate that Japanese activism is no longer dominated by a handful of large American funds. It is developing into a diverse investment discipline that includes global institutions, regional specialists and locally based investors with a deeper understanding of Japanese business culture. The next stage of Japanese activism, however, should move beyond the traditional activist playbook. The best activists should approach a company as McKinsey might: developing a rigorous, fact-based assessment of its markets, competitive position, organization and strategic alternatives. They should identify where the company possesses genuine competitive advantages, which divisions can become global leaders and where management should invest to accelerate growth. This process should begin with listening. Activists need to understand the company's history, relationships with employees and suppliers, competitive advantages and obligations to the communities in which it operates. Constructive engagement is more likely to succeed when investors distinguish between practices that merely preserve tradition and capabilities that represent a genuine source of long-term value. Activists should then bring the ownership mindset of a leading private equity firm such as Blackstone. That means establishing measurable operating priorities, recruiting specialized executives where necessary, restructuring low-return divisions, improving procurement and pricing, pursuing disciplined acquisitions and holding management accountable for results. Capital returns remain part of the equation, but they should follow strategy rather than replace it. Selling unnecessary cross-shareholdings, disposing of noncore real estate or repurchasing undervalued shares can create value. Yet the proceeds should also support research and development, automation, employee productivity, international expansion and acquisitions that strengthen the company's long-term position. This approach is especially well suited to Japan. Many Japanese companies possess trusted brands, exceptional engineering capabilities, loyal employees, valuable intellectual property and substantial financial resources. Their problem is frequently not the quality of the underlying business. It is that these assets have not been organized, measured or financed to produce competitive returns. Constructive activists can help bridge that gap. They can respect Japanese corporate culture while still insisting on clearer strategy, stronger boards and better capital allocation. Successful activism increasingly depends on patience, private dialogue and a willingness to help management build a credible transformation plan. Activism has already become more accepted as Japanese boards have added independent directors and placed greater emphasis on accountability. Investors are also learning that approaches tailored to Japanese culture are more effective than simply importing confrontational tactics developed in the United States. Japan does not need activists who merely demand that companies empty their balance sheets. It needs engaged owners willing to help companies build better businesses. The winning model will combine the analytical depth of a global consulting firm, the operational discipline of private equity and the patience of a long-term shareholder. Done properly, investor activism can become not a threat to corporate Japan, but an important partner in its renewal.

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7/27/2026

Commentary: How Britain Can Beat the Hedge Fund Opportunists

Bloomberg (07/27/26) Hughes, Chris

Chris Hughes, Bloomberg Opinion columnist, says, "The UK is fabled for its gold-plated corporate governance, and yet London-listed companies often perform poorly and subsequently attract shareholder activists or takeover bids. That disconnect points to the inconvenient truth that British boards are incentivized to tick boxes rather than drive performance. This year has seen yet more interlopers eyeing chances to run UK companies better. Two U.S. private equity firms offered to pay more than double the recent share-price low for EasyJet Plc (LON: EZJ). They wouldn’t be doing so unless they saw opportunities to improve the budget airline’s profit margins and finance it more efficiently. Shares in Vodafone Group Plc (NASDAQ: VOD) are up nearly 20% since French entrepreneur Xavier Niel agreed to buy a 16% stake, calling out the telecoms giant’s untapped value and implicitly offering to help unlock it. Elliott Management Corp. took a position in Bunzl Plc (LON: BNZL), seeking a review of the distribution firm’s American business after the unit triggered a profit warning last year. Boaz Weinstein, whose activism shook up the British investment-trust sector, is calling on London office operator Workspace Plc to accelerate property disposals. Like Elliott, he’s pushing for share buybacks. Bidders and activists are the market’s natural response to an underperforming share price. But situations like these raise questions about whether boards could themselves react quicker to an extended bad patch on the stock market, before such interventions take place. Partly by design, partly by convention, UK non-executive directors generally own few shares in the companies on whose boards they sit. The norm is for their fees to be paid in cash. Moreover, the country’s corporate governance code forbids them from getting performance-based pay. The UK Financial Reporting Council (which is responsible for the code) stressed last year that it is actually permissible to pay non-exec fees in company stock, and to award share options, countering a widespread misconception. Greater use of share-based pay would bring Britain more in line with United States and private markets and address a longstanding activist-shareholder bugbear, as Tom Matthews, partner at law firm White & Case, has noted. Given the prevailing culture, non-exec share ownership remains marginal and typically comes from directors buying stock off their own bat. EasyJet’s non-executives collectively owned only about £1.3 million ($1.7 million) of its shares at its financial year-end, with roughly 40% of that held by the chair. At Vodafone, it was £2.4 million, with the chair holding around 60%. Bunzl's non-execs owned just £630,000 of stock and Workspace's (LON: WKP) £180,000. The traditional concern about stock-based pay for non-execs is that it compromises independent, objective judgment. Might directors be inclined to endorse a takeover bid that undervalued the company because they could make a quick buck? That potential downside seems worth living with if you could have a board that directly feels the pain when the stock price has fallen for months on end — a pain that should spur them to ask whether it's time to buy back shares, or change the company's strategy or executive team. Independence is also more necessary for some non-execs than others. Share incentives probably aren't appropriate for the chair of the audit committee. Other areas for improvement include hiring more non-execs with more immediate industry expertise. Kudos to Diageo Plc (NYSE: DEO) Chair John Manzoni for reportedly seeking to fix the problem at the drinks giant. The warm reaction to Niel’s arrival on Vodafone’s ownership register underscores the role that engaged shareholders can play in a firm’s overall governance. The billionaire replaces e&, an Emirati telecoms operator. While Niel won’t inherit that company’s board seat, he has put his reputation and a chunk of his personal wealth on the line. Most UK companies have fragmented, passive registers — they are “ownerless corporations” in the phrase of Paul Myners, author of several reviews of British investment. Even where a dominant shareholder exists, it’s no panacea. EasyJet founder Stelios Haji-Ioannou still has a 15% holding and has played an activist role in the past, while property developer Nicholas Roditi has long held a dominant position in Workspace, yet both stocks have still lagged. A strong board, financially aligned with shareholders, is a better backstop. The U.S.-listed companies and private equity firms sniffing around Britain have no qualms about paying non-executive directors highly and aligning them financially with shareholders. If you can’t beat them, join them."

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