5/21/2026

Activist Pressure in Korea Rises as Value Gaps Spur CEO Shake-Ups

Chosun Biz (South Korea) (05/21/26) Ki-young, Song

Recently, activism has quickly become routine in Korea's capital markets. Amendments to the Commercial Act and the value-up policy are strengthening shareholder rights and board responsibility, heightening market oversight of corporate management. In practice, global activist funds continue to press domestic listed corporations for larger dividends, share cancellations, and business restructurings, and in some corporations the push has expanded to board overhauls and management changes. Behind this change is a structural shift in investor expectations. Boston Consulting Group (BCG)'s Investor Perspectives Series shows that investors are demanding both short-term performance and growth investment with active capital allocation. Activism is less a particular investor's strategy than a result reflecting elevated market expectations. Even so, many management teams perceive it as external pressure. But the essence of activism is not strategy; it is a gap in value. According to global activist campaigns analyzed by BCG's ValueScience® Center in Dec. last year, about 48% of all campaigns concentrate on the so-called "undervalued zone," where total shareholder return (TSR) and valuation are both low. If this gap is left unattended, risk becomes reality. The likelihood of replacing the chief executive officer (CEO) rises by about 24%, and many corporations experience a relative TSR decline within a year after activist involvement. The problem is that value damage does not surface like a crisis. Corporate value weakens gradually through the management team's repeated decisions rather than collapsing abruptly. Conservative guidance, for example, may be stable in the short term but acts as a signal that lowers long-term growth expectations. BCG's recently released "The CEO's Value Test: Think Like an Activist, Deliver Like a Leader" shows that investor expectations have already shifted. More than half of investors demand both performance delivery and growth investment, and 36% prioritize growth over short-term results. In contrast, the share that focuses only on short-term performance remains in the 10% range. If corporations cannot clearly explain their value-creation story, the market will interpret it for them, and perceptions formed in this process do not change easily. A structure in which strategy, finance, and investor communications are siloed also widens this gap. What is needed in this environment is not defense but a shift in perspective. BCG emphasizes that CEOs should think like activist investors. The key is to structurally understand the elements that make up corporate value. They must be able to explain how sales growth, profitability, valuation, and capital allocation connect to corporate value, and the entire management team needs to be aligned under a single value-creation agenda. Understanding investors is also important. Investors assess short-term returns and long-term growth by different criteria, and accordingly, a corporation's strategic messages may differ. Performance management systems likewise need to be redesigned so that KPIs and incentives are directly connected to corporate value. The most effective way to fend off activism is not to build a separate defensive strategy. Rather, it is important for management to prove corporate value before an activist investor raises issues. According to BCG's analysis, the direction of success or failure in activist campaigns is set within the first 90 days. In this process, market reaction diverges significantly depending on whether the corporation demonstrates clear strategy and execution. Ultimately, in an activist phase, speed and clarity serve as the key variables. This trend offers important implications for Korean corporations. Although many currently have strategies, they still show limits in explaining them in a way the market can understand. Investor communications are limited, and performance management systems often remain focused on internal efficiency. As a result, a gap arises between intrinsic value and market assessment, which leads to a long-term valuation discount. Much of the "K-discount," critics note, stems from this structure. Activism is no longer an avoidable event. As market structures change, it is becoming a managerial environment that corporations must face continuously. In the end, the choice left to management is clear: be dragged by market demands, or get ahead by defining and proving value on their own.

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5/21/2026

Four States Launch Lawsuits Against Proxy Advisor ISS Over ESG Policies

ESG Today (05/21/26) Segal, Mark

Proxy advisory firm Institutional Shareholder Services (ISS) is facing a series of new lawsuits filed by the Attorneys General of Texas, Nebraska, Iowa, and West Virginia, alleging that the firm violated consumer protection and deceptive practices laws by promoting ESG and DEI-related policies in its advice to investors. The lawsuits, which follow a similar suit filed last year by Florida against ISS and its peer Glass Lewis, mark the latest in a series of actions by anti-ESG politicians in the United States, which has increasingly focused on the proxy advisory firms in the past few months, including an executive order by President Trump in December directing several U.S. federal agencies to increase oversight of ISS and Glass Lewis over their support for ESG and DEI issues and a warning from SEC Paul Atkins of plans to examine and propose actions focused on the role of proxy advisory firms over the “weaponization of shareholder proposals by politicized shareholder activists.” In the new suits, the AGs claim that ISS misled investors by marketing its proxy advice as objective, while incorporating DEI, ESG, and climate-related considerations that they argue were not tied to financial analysis or investor returns. Each of the suits also incorporate conflict of interest allegations, including claims that ISS provided ESG consulting services to companies on which it was covering in its research reports to investors. Several of the suits also claim that ISS failed to disclose that it is “owned by ESG activists.” ISS is owned by international exchange organization Deutsche Börse and growth equity investor General Atlantic. Texas Attorney General Ken Paxton said, “ISS has enormous influence over how billions of dollars are invested and managed across this country, and they have abused that influence in order to push woke ideology. This, in turn, has often resulted in terrible financial advice disguised as ‘progressive’ shifts. I will not allow this woke corporation to smuggle radical, liberal ideology into the companies they advise and hurt our financial system.” In a statement provided to ESG Today, an ISS spokesman said that the company “believe(s) the allegations lack merit and will vigorously defend against them.” The spokesman added, “ISS’ job is to provide sophisticated institutional investor clients with independent, timely, and expert research and vote recommendations based on the proxy voting policies the clients have selected or customized based on their determination of the best interests of the beneficiaries they serve.”

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5/21/2026

Exxon Blasts Proxy Advisers for Conflict of Interest in Fight Over Texas Move

Wall Street Journal (05/21/26) Eaton, Collin

Exxon Mobil (NYSE: XOM) is striking back at two proxy advisory firms opposed to the company’s plan to move its legal home to Texas from New Jersey, its latest clash over shareholder governance issues. The U.S. oil giant says Glass Lewis and Institutional Shareholder Services have a conflict of interest in recommending that investors vote against Exxon’s proposed plan to redomicile in Texas, given their ongoing legal battle with state Attorney General Ken Paxton. They are fighting over a Texas law that requires proxy advisers to disclose their motivations for their recommendations. Exxon said it intends to run full-page ads in major newspapers, including The Wall Street Journal, to make its case. The company, which has been incorporated in New Jersey since 1882, relocated its headquarters to Texas from New York City in 1989. “We’re not surprised the two dominant proxy advisory firms ISS and Glass Lewis are against our redomiciliation to Texas,” the ads read. “But we are surprised both firms didn’t disclose their ongoing litigation with the Texas Attorney General under their conflict-of-interest policies.” Glass Lewis and ISS are arguing the move would eliminate investor protections established under New Jersey law. Exxon has said it isn’t adopting any elective provisions of the Texas corporate statute that weaken shareholder rights. Investors will vote on the relocation plans at Wednesday’s annual meeting. “There is no conflict of interest,” a Glass Lewis spokeswoman said. “Glass Lewis’ proxy research, including our approach to assessing the governance implications of reincorporation proposals, is entirely separate from our lawsuit challenging Texas Senate Bill 2337, which is a matter of public record and has been disclosed on our website.” In July, Glass Lewis and ISS sued Paxton’s office over its enforcement of a 2025 Texas law requiring proxy advisers to disclose when their recommendations are based on nonfinancial factors, such as environmental considerations. They argued the law violated their First Amendment rights and won preliminary injunctions against its enforcement last summer. The fight continues to heat up. Paxton, who is in the middle of a contentious GOP primary race for Senate, on Wednesday filed a lawsuit against ISS for allegedly misleading investors. He claims the firm is giving priority to “its own environmental, social, and governance agenda over the fiscal well-being of its clients.” In his statement announcing the suit, Paxton said ISS is trying to “obstruct” Exxon’s planned move to Texas. A spokesman for ISS said it would defend itself in court against Paxton’s allegations, which ISS says lack merit. Texas Republicans have promised a pro-business ecosystem to companies looking to relocate from Democratic-led states. Tesla is among those that have made such a move, while Dell Technologies’ (NYSE: DELL) board voted earlier this month to relocate its legal home to the Lone Star State. Exxon's chief rival, Chevron (NYSE: CVX), moved its corporate headquarters to Houston from San Ramon, Calif., two years ago but is still incorporated in Delaware. In a March interview with The Journal, Exxon Chief Executive Darren Woods said the move to Texas is about protecting the company from shareholder “abuse,” a reference to what companies see as a proliferation of frivolous shareholder lawsuits in certain venues. He also said Texas better understands the oil-and-gas industry and is more invested in its success. New York City Comptroller Mark Levine is joining the proxy advisory firms in urging Exxon investors to vote against the relocation, warning it would “ultimately disenfranchise shareholders,” who he said would have fewer protections in Texas. Levine advises the New York City Police Pension Fund, a longtime Exxon investor. Levine's office also submitted a shareholder proposal to alter Exxon's new retail shareholder voting system. The company last year unveiled a program through which its thousands of individual investors could sign up to cast their votes on shareholder proposals in lockstep with the company. The other proposal up for a vote at next week's meeting calls for naming an independent board chairman. Exxon noted in its proxy filing that the same shareholder resolution has failed 16 times in recent years. Exxon has faced bitter fights over shareholder resolutions in the past. In 2024, the company sued sustainability investment firms Arjuna Capital and Follow This to try to stop them from putting forth a climate-related proposal. That lawsuit, filed in a Texas federal court, was thrown out later that year after Arjuna vowed not to file similar proposals in the future. Earlier this week, President Trump endorsed Paxton, who is trying to unseat longtime incumbent Sen. John Cornyn in next week’s primary runoff. Paxton, who has served as attorney general since 2015, has faced a series of scandals but survived an impeachment battle after being acquitted by the Texas Senate.

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5/21/2026

Palliser Capital Welcomes Japan Post Holdings’ New Group Medium-Term Management Plan

Business Wire (05/21/26)

Palliser Capital, a global multi-strategy fund with a top 15 shareholding in Japan Post Holdings Co. Ltd (TYO: 6178), today responded to JPH’s new Group Medium-Term Management Plan, “JP Plan 2028.” Palliser commends JPH for its constructive engagement with shareholders and the commitments it has outlined in its new Group Medium-Term Management Plan, which include: Improvements to transparency and accountability – Clearer disclosure on capital allocation, the strength of its core balance sheet, and enhanced segment-level accountability. Focus on profitability and capital efficiency – A clear step-up in ROE ambition and reassessment of cost of equity, alongside a stronger focus on profitability and structural reform of the core postal and post office business to ensure long-term sustainability and continued provision of universal services. Enhanced shareholder return policy – Introduction of a structured shareholder return framework, including a minimum 50% TSR target with a plan of progressive dividends and ongoing share repurchases. Real estate value unlock – Elevation of real estate as a core earnings pillar with expanded strategy including a plan to develop an asset recycling model and enhance disclosures. James Smith, Founder and CIO of Palliser, said, “The new JPH plan is a meaningful move in the right direction. Successful execution on these commitments will significantly help to address the Company's persistent valuation discount and increase corporate value. We support JPH's increased focus on capital efficiency and shareholder value creation. We also appreciate their openness to shareholder feedback and look forward to continuing our constructive engagement with the Company.”

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5/20/2026

GameStop Increases Stake in eBay to More Than 6%

Reuters (05/20/26) Herbst-Bayliss, Svea; Varghese, Harshita

GameStop (GME.N) increased its stake in eBay (EBAY.O) to about 6.6% from around 5%, according to a regulatory filing, the latest step in the video game retailer's push to buy the e-commerce giant. "Together, the 25,000 shares of Common Stock beneficially owned directly and the shares of Common Stock underlying Put/Call Pairs constitute approximately 6.55% of the outstanding shares of Common Stock," the filing made by GameStop with the U.S. Securities and Exchange Commission said. Earlier this month GameStop Chief Executive Officer Ryan Cohen surprised Wall Street with an unsolicited offer to buy eBay for roughly $56 billion. eBay, which is roughly five times as large as GameStop, rejected the offer, calling the proposal "neither credible nor attractive." Disappointed but not deterred, Cohen has said in interviews that he was sticking with his plan to try and buy the company and would take the offer directly to shareholders if needed. By increasing his holdings, he might be laying the groundwork to pursue options like calling a special meeting, analysts said. A representative for Cohen had no comment beyond the regulatory filing. eBay's shares jumped 35% this year as it reported strong first-quarter earnings amid a fresh focus on high-growth categories like collectibles. Since Jamie Iannone took over as eBay CEO in 2020 after other investors forced his predecessor out, eBay's stock has climbed more than 201%. GameStop shares are up about 9% this year but have fallen 65% since Cohen took over as chairman in 2021.

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5/19/2026

Target Assigns New Supply Chain Chief to Accelerate Development, Cut Out-of-Stocks

HomePage News (05/19/26)

As it faces pressure from investors on leadership and operations, Target Corp. (NYSE: TGT) announced Jeff England will join the company as executive vice president, chief global supply chain and logistics officer. England, whose appointment is effective May 31, reports to Lisa Roath, Target’s COO. The company has given England responsibility for accelerating supply chain development as a means of improving the consumer shopping experience. England joins Target from building products producer QXO (NYSE: QXO). At QXO, England served as chief supply chain officer. Target said current chief supply chain and logistics officer Gretchen McCarthy will transition into a strategic advisor role through August. Target reported England joins the leadership team as the company enters a new chapter of growth with a focus on leading with merchandising authority, elevating the guest experience, accelerating technology and strengthening its team and communities. As part of company plans moving forward, Target said it intends to build supply chain capabilities to deliver greater speed, reliability and precision. Target added England's appointment reflects its continued focus on delivering growth, delivering a best-in-class shopping experience in stores and online. Out-of-stocks were one of several factors that prompted Mercy Investment Services, SOC Investment Group, and Trillium Asset Management to call for a shareholder vote against returning executive chairman Brian Cornell and independent director Christing Leahy to the board at the company's annual meeting on June 10. “Guests come to Target for great style, design and value, and they trust we'll be in stock and ready for them every time they shop,” said Michael Fiddelke, Target CEO, in announcing the latest company executive appointment. “Elevating that guest experience is one of our top priorities, and Jeff's deep expertise across operations, engineering, technology and automation, along with a strong track record of leading operations of various sizes and complexities, is exactly what will be required to strengthen how we deliver for our guests.”

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5/19/2026

Hanwha Solutions Investors Demand Korea Zinc Share Sale

Business Korea (05/19/26) Suk-yee, Jung

Hanwha Solutions (KRX: 009830) minority shareholders argued on May 19 that instead of a 1.8 trillion won (approximately $1.2 billion) paid-in capital increase, it is necessary to sell or securitize the Korea Zinc shares held by Hanwha Impact and its subsidiaries. According to the shareholder activism platform ACT, a representative of Hanwha Solutions shareholders posted on the platform on May 19, stating, “Sell the Korea Zinc shares held by Hanwha Impact, and withdraw the paid-in capital increase.” The author stated that Hanwha Impact, in which Hanwha Solutions holds a 47.93% stake, owns a 1.88% stake (373,820 shares) in Korea Zinc (KRX: 010130), while one of Hanwha Impact’s North American corporations holds an additional 5% (993,158 shares). They explained that based on the closing price on May 15, the value of these shares reaches approximately 1.96 trillion won. The representative criticized that although the funds could be utilized in various ways, such as special dividends, share repurchases and cancellations, or inter-affiliate share transactions, the company is not considering them. Currently, the self-rescue plan presented by Hanwha Solutions is to sell a portion of its Hanwha Impact stake to a third party and review the securitization of its Hanwha Hotels & Resorts stake, aiming to complete asset sales or securitization worth around 300 billion won within the third quarter of this year. However, the shareholders believed that the disposal of Korea Zinc shares is necessary instead of such measures. The shareholder representative raised suspicions of friendly shares toward the company for not disposing of the Korea Zinc shares, asking if it is a case where they ‘cannot sell them.’ He argued, “The pretext is a business alliance, but in reality, I suspect it was to play the role of a white knight for Korea Zinc's Choi Yun-beom and to use Hanwha's treasury shares for succession.” While Hanwha and Korea Zinc swapped 7.25% and 1.2% of their treasury shares respectively in 2022, the shareholder representative alleged there are circumstances showing that after Hanwha Energy's tender offer to secure control over Hanwha failed in 2024, Korea Zinc handed over its Hanwha shares to Hanwha Energy at a lower price than the tender offer price. The implication is that if Korea Zinc supported the strengthening of the Hanwha owner family's control in the past, Hanwha is now conversely maintaining its Korea Zinc shares to act as friendly shares (a white knight) for Choi Yun-beom's side. The shareholder representative emphasized, “If the Korea Zinc shares held by Hanwha Impact can be sold, Hanwha Solutions' paid-in capital increase can be withdrawn or at least its scale can be drastically reduced,” adding, “Conversely, if they cannot be sold, the reason must be clearly explained to the shareholders.” With the Financial Supervisory Service having rejected Hanwha Solutions' securities registration statement for the paid-in capital increase twice, Hanwha Solutions changed the schedule related to the paid-in capital increase through a corrective disclosure on May 14. The record date for the allocation of new shares was changed to June 5, and the determination date for the issuance price of new shares was also changed from June 17 to July 7. The scheduled listing date of new shares was revised from July 10 to July 31.

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