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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7/22/2026

Activists Dealt Disclosure Blow by SEC Over Investors Backing Campaigns

Bloomberg (07/22/26) Sun, Mengqi

There’s a little uneasiness in the activist world after new guidance from the U.S. Securities and Exchange Commission (SEC) forcing some 13D filers to disclose investors backing their campaigns. The directive takes aim at so-called sidecars, the special purpose vehicles (SPVs) that activist funds use to raise capital for specific campaigns. Potential investors are often told beforehand about an activist’s strategy and specific target. The SPV then allows the investors, sometimes including pension and sovereign wealth funds, to put money to work without being associated with the campaign. The new guidance is an important development in 13D disclosures, according to Sebastian Alsheimer, who leads the shareholder engagement and activism defense practice at the law firm Cleary Gottlieb Steen & Hamilton. “This will primarily complicate campaigns run by smaller funds who rely more on SPVs than the big established activist funds,” Alsheimer said. Those funds often deploy SPVs to temporarily increase their assets under management and raise money for a specific campaign. The guidance calls to mind an activist campaign against medical device firm Masimo a few years ago. Facing a challenge from Politan Capital Management, Masimo’s board changed its bylaws to require any activist planning to nominate directors to disclose its investors. Politan, however, won a legal battle over the move and the company rescinded the measure from its charter. The SEC’s guidance issued this month could tip the advantage back to boards fighting an activist. “It’s going to mean that some subset of investment funds are going to have to come up with different ways of doing business, not sure what that is yet,” said Ele Klein, who chairs the global shareholder activism group at law firm McDermott Will & Schulte, who represent many activist funds. One activist said that the real concern wasn’t the disclosure requirement itself, but that company boards would now be more emboldened to change their bylaws to demand dissident shareholders looking to nominate directors to disclose their financing source. The manager said that would have a chilling effect on proxy contests, as it would make it easier for companies to entrench their boards.

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7/21/2026

Why New SEC Disclosure Rules Could Defund Activist Campaigns

Pensions & Investments (07/21/26) Croce, Brian

New U.S. Securities and Exchange Commission (SEC) guidance will make it more difficult for some activist investing to get funding and give public companies another avenue to thwart outside board nominees. The move is the latest example of the commission under Chair Paul Atkins shifting power away from shareholders as he appeals to companies to go and stay public. The July 9 guidance from the SEC’s corporation finance division relates to disclosure obligations in shareholder activism campaigns and beneficial ownership reporting. SEC Exchange Act Rule 13d requires any person or group that acquires beneficial ownership of more than 5% of a company’s registered equity securities to publicly file a Schedule 13D with the SEC. Under the guidance, when an entity is formed to raise capital for a specific activism campaign, the identities of investors providing the acquisition financing must be disclosed under Item 3 of Schedule 13D, an explainer from law firm Goodwin Procter noted. That new disclosure requirement will likely lead to different approaches for those activist investors raising money this way, said Ele Klein, a partner who leads law firm McDermott Will & Schulte’s shareholder activism practice. While some investors do not mind if the public knows about their investments, others prefer the information to remain private, Klein said. “That could be a non-starter for certain investors,” he added. “If you're telling me the cost of investing in you is people have to know that I invested in you, it could be a problem.” Similarly, the SEC provided guidance on Exchange Act Rule 14a, which governs the solicitation of proxies in public companies. Under the new guidance, investors contributing more than $500 to an entity formed to purchase securities of a specific issuer and engage in a proxy solicitation to change the composition of the issuer’s board of directors will be considered “participants,” according to an explainer from law firm Debevoise & Plimpton. As a result, such investors are subject to the participant disclosure requirements of Schedule 14A. The move gives public companies another way to combat such board campaigns — if the requisite participants aren’t disclosed, a company could reject the board nominations as non-compliant.

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7/16/2026

Gulf Money Quietly Backing U.S. Activist Hedge Funds May Soon Have to Show its Face

National Newspaper (UAE) (07/16/26) Essaid, Salim

The U.S. financial regulator has pressured activist hedge funds to reveal who is backing them. For Gulf family offices quietly co-investing in U.S. markets, that means their names could soon be public. The U.S. Securities and Exchange Commission (SEC) said activist investors in the United States must disclose the identities of their clients in regulatory filings, in a move that may rattle hedge funds by requesting information they have long fought to keep secret. The updated interpretations of 13D filings and proxy statements, issued last week, clarify how the agency views its rules on critical filings after a busy six months of activist campaigns. For the Gulf, where a fast-growing class of private family offices has been deepening its exposure to markets in North America, the implications go well beyond Wall Street. The SEC regulates US financial markets and is meant to ensure companies play by the rules. One area it has long monitored is activist investing, where hedge funds acquire large stakes in companies to force change, pushing for anything from cost cuts and leadership changes to outright sales. A structure known as a special purpose vehicle allows outside investors to back these campaigns without their names appearing publicly. That arrangement could now be over. The mechanics are straightforward. A Gulf family office, for example, learns that an activist fund is planning to pressure a major U.S. company to sell itself or replace its chief executive. Rather than investing in the fund broadly, the family office backs that one specific campaign, collects its share of the profits if the strategy succeeds and exits. Until last week, that arrangement could remain entirely private. It can no longer. Investors like Elliott Management, Carl Icahn and Bill Ackman's Pershing Square have reshaped major global companies through aggressive public campaigns, from pushing Twitter's board to oust its co-founder Jack Dorsey in 2021, to pressuring BHP Billiton (NYSE: BHP) into a multibillion-dollar corporate restructure. Their campaigns demonstrate the real power these funds wield, and precisely why the backers funding them have fought so hard to stay anonymous. Mohammed Soliman, senior fellow at the Middle East Institute, said, “the agency has effectively ended the long-standing practice of shielding investor identities in these targeted vehicles. The change applies broadly, compelling greater transparency in proxy fights and filings without singling out any particular category of capital.” However, Ben Charoenwong, associate professor of finance at Insead in Singapore, cautioned against treating the guidance as settled. “This is not a new rule, but just guidance on the interpretation without a consultation or open period,” he told The National. “A new rule would take over a year of comment letters and court fights that they may lose ... This is staff guidance, not law. The same staff can quietly kill it next year by issuing another guidance.” North America accounts for 50% of Middle Eastern family office portfolios, the largest single regional allocation, according to UBS's Global Family Office Report 2026. A younger generation of Gulf heirs is moving family wealth towards more sophisticated global strategies, including private equity co-investments and alternative assets, according to Ocorian. 68% of Middle Eastern family offices say the next generation is already taking a bigger role in investment strategy, with a growing focus on digital assets and alternatives, precisely the kind of shift that brings Gulf private capital closer to the co-investment structures this SEC clarification now targets. The total amount of Gulf private family office capital deployed in the United States is not publicly tracked. That lack of clarity is what makes this policy reinterpretation of interest. Some of that invisible money may have to show its face. Peter Unwin, head of private wealth and family office at IQ-EQ, offered insight into why Gulf investors have been drawn to these structures in the first place. “Gulf investors and family offices use activist investor vehicles to achieve greater influence over investment outcomes rather than simply waiting for management to improve performance,” he said. “These vehicles are well aligned to the fact family offices often have a longer-term strategy compared to a portfolio manager in a fund who's primarily looking for short-term gains. This style of investing can allow them to act more akin to private equity investors while retaining exposure to public markets.” For sovereign funds such as Mubadala, Abu Dhabi Investment Authority and Qatar Investment Authority, the direct impact is limited. Rachel Ziemba, founder of Ziemba Insights, said Gulf institutional investors tend to be “less involved in activist campaigns than some other institutional investors. They tend to invest in companies in which they trust and believe in the management rather than those they want to use leverage to change.” The picture is different for Gulf family offices and private investors. “The rule really only bites on the deal-specific structures, the single-company SPVs and the co-investments,” Mr Charoenwong said. “Being named, permanently, on a U.S. filing as the foreign money behind a campaign to break up an American company carries a political cost, both back home and in Washington, and also affects their privacy, which they were afforded previously.” Mr Soliman said the exposure is particularly acute where private wealth sits close to state power. “For Gulf family offices and private investors, whose capital often operates in a region where personal wealth and state interests can overlap, the new disclosure obligations introduce a specific layer of exposure. Public identification of backers in activist campaigns could invite unwanted political or media scrutiny in the United States.” Ms Ziemba cautioned against overstating the significance of the guidance. “The move doesn't make the United States more complicated or difficult for Gulf investors,” she said. “Many of these frictions have been in place for some time. The United States remains a complicated market but one that attracts a lot of Gulf capital due to its size, depth and involvement in capital for technology and key supply chains,” added Ms Ziemba. Mr Charoenwong expects the response from sophisticated investors to be structural rather than a withdrawal from U.S. markets. “Sophisticated money doesn't quit a strategy because disclosure tightens, it moves into the wrapper that shows the least,” he said, adding that they can shift back to mixing with larger funds and opt out of joining anything that names them in a co-bidder line.

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