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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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9/3/2026

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

Bloomberg (09/03/26) Hughes, Chris

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

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9/3/2026

Shareholder Activism Is Booming and Boards Should Be Worried

Forbes (09/03/26) Osman, Jim

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

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9/3/2026

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

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

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

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9/3/2026

Commentary: Winter for Macron Brings Springtime for Hedge Funds

Bloomberg (09/03/26) Laurent, Lionel

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

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8/31/2026

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

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

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

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8/31/2026

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

InvestmentNews (08/31/26) Randall, Steve

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

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8/31/2026

2026 Proxy Season: Shareholder Proposals

Harvard Law School Forum on Corporate Governance (08/31/26) Ahmadi, Zally; King, D.F.

The 2026 proxy season saw a sharp decline in shareholder proposal activity, with total submissions falling nearly 25% from 2025 to the lowest level in a decade. Despite fewer proposals, shareholder support generally remained steady, while governance proposals surged nearly 50%. Environmental proposals declined, but average support increased 33% to 16.5%, although none received majority approval. Greenhouse-gas emissions remained the most common environmental topic. Social proposals also decreased, with anti-ESG measures remaining the most frequently submitted but receiving only 1.3% average support. Political contributions, lobbying, human rights, and emerging AI-related risks were prominent issues. Governance proposals focused heavily on independent chairs, written-consent rights, board declassification, and special meeting thresholds, although the number achieving majority support nearly halved. Say-on-Pay proposals maintained strong support, with failures dropping nearly 60%, while equity-plan approval remained high. Compensation proposals were limited, with severance agreements generating the strongest shareholder support.

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