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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1/15/2026

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

Citywire (01/15/26) Robins, William

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

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1/14/2026

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

CNBC (01/14/26) Meredith, Sam

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

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1/13/2026

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

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

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

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1/13/2026

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

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

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

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1/13/2026

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

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

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

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1/8/2026

Opinion: British Business Faces a Rude Activist Awakening

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

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

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