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Featuring all breaking news and in depth articles and editorial press coverage pertaining to shareholder activism and corporate governance.

Dropbox Faces Pressure From Activist Investor to End Co-Founder’s Control
‘No Compelling Reason’ to Support Rio Tinto Unification: ACSI
7-Eleven Parent Says Couche-Tard Is Understating Antitrust Risks of Potential Merger
U.K. Engineering Firm Smiths Posts 9.5% Rise in First-half Profit
Corvex Management's Keith Meister to Join Illumina’s Board
Cognizant Boosts Share Buyback Plan by $2 Billion
Engine Capital Is Pushing for Strategic Review of Lyft
Elliott Said to Build Significant Stake in Sumitomo Realty
Elliott Discloses Stake in RWE, Calls for Buyback Increase
Rapid7 Adds Three New Board Directors in Settlement with Jana Partners
Breakingviews: RWE Typifies Corporate Europe’s Investment Dilemma
Crown Castle Fires CEO After Selling Business Segments
Palliser Capital Urges Fellow Shareholders to Vote FOR Resolution Demanding a Review of Rio Tinto’s Dual Listed Company Structure
TOMS Capital Pushes for Kenvue Sale, Separation
Kao Shareholders Side with Management over Oasis, For Now
Carl Icahn Brings Two Directors to Caesars’ Board. What Could be Next as the Activist Aims to Build Value
Activist Hedge Fund Turns Prey as Spanish Media Fight Flares Up
Investor Wants Shake-Up at Billionaire Sports Owner Bill Foley’s Company
Elliott Meets BP Investors to Discuss More Changes, Sources Say
Bolton Removed from Keybridge Capital Board in Battle with Catalano
BP to Sell Gas Pipeline Stake to Apollo Funds for $1 Billion
Thames Water had Feared it Might be Left with Just £39 Million Cash by Month-end
Rio Chairman Takes Aim at Proxy Adviser over London Listing Vote Call
Atea Pharmaceuticals Issues Statement Regarding Director Nominations
Couche-Tard, Seven & i Solicit U.S. Store Interest by End of March
BP Activist Investor Urges Vote Against Chair Lund over Energy Transition
Investor Group Calls for Strategy Shift as Amarin Shares Continue to Flounder Post-Sarissa Capital Takeover
Carronade Says Dramatic Change Needed at Cannae Holdings to Halt Persistent Underperformance and Egregious Governance Practices
Southwest Air Extends Job Cuts to Workers at Four U.S. Airports
Delaware Corporate Law Overhaul heads to Final Vote amid Criticism it Favors Billionaires
Opinion: RWE’s Brush with Activism Could Prove Short and Sweet
Delaware’s Status as Corporate Capital Might Be on the Line in a Fight over Shareholder Lawsuits
Opinion: Shell Might be BP and UK Government’s White Knight
Goldman, McKinsey See Quest for European Champions Driving M&A
Proxy Season Could See More Activism Aimed at Consumer Companies
Irenic Capital Quickly Gains Ground
Competitors are Circling Southwest After the Airline Announced it's Going to Start Charging for Checked Bags
Firms Urged to Follow Sony in Defending Against Activist Investors
Korean Firms on Alert as Shareholder Activism Hits Record Levels
Dealmakers in Wait and See Mode, Expect M&A Pace to Pick Up Later in 2025
Former ISS Executive Cristiano Guerra Gives a Proxy Prognosis
Why UK and European Corporates are Building Investor Relations Capabilities in the U.S.
Video: Oasis' Fischer on Support for Its Proposals for Kao
Saudi Aramco Exploring Initial Bid for BP's Castrol Unit, Source Says
Southwest Airlines Promised to Take Care of Employees — Until It Couldn’t
Activist Pleads to ‘Bust Open’ Directors Club after Mounting Backlash to ASX Principles
BlackRock’s ‘Woke’ Era Is Over
Southwest Airlines Stock Catches a Downgrade. This One Thing ‘Can’t Be Ignored.’
Hedge Funds Hit Back Against New Leverage Limits
Activist Shareholders Tighten Grip on South Korean Companies
Nissan, Seven & I Deal Fallout Leaves Japan Companies Vulnerable
Duo Behind Hipgnosis Songs Sale Launch Activist Investment Trust Achilles
Elliott’s Paul Singer Gives Rare Interview. Here’s What he Said About Markets, Crypto, and AI.
Southwest Airlines Retreats on Clean Fuel and Climate Initiatives
Opinion: Unilever’s CEO Whiplash Isn’t a Confidence Booster
Corporations Embrace Shareholder Activism, Accepting Proposals from Quad Asset Management
GSK’s Sluggish Shares Seen at Risk of New Activist Campaign
Southwest's Layoffs Dent its Worker-first Culture
Megacap-chasing Activist Investors Set Sights on SoftBank, Disney, Pfizer
U.S. Investors to Lead Activist Charge in Europe in 2025, Study Says

3/25/2025

Dropbox Faces Pressure From Activist Investor to End Co-Founder’s Control

Wall Street Journal (03/25/25) Glickman, Ben

Dropbox (DBX) is facing pressure from an activist investor to end founder control of the file-storage company, according to people familiar with the matter. Half Moon Capital, a small hedge fund, is criticizing the company’s slowing revenue growth and taking issue with its strategy on payment tiers, the people said. A shareholder proposal submitted by Half Moon seeks to remove Dropbox’s dual-class share structure, which gives CEO and co-founder Drew Houston a voting supermajority, according to people familiar with the matter. The proposal says the structure has prevented shareholders from holding management accountable after it made “significant missteps.” Half Moon Capital holds around 40,000 Dropbox shares, recently valued at about $1.1 million. The proposal would require a majority vote for approval, meaning Houston’s support would be needed for it to pass. Houston currently has a roughly 77% voting stake because of his Class B shares, which have 10 times the voting rights of Class A shares. Half Moon Capital believes the proposal, which is set for a vote at the company’s annual meeting, will pressure management and the board to make other changes, the people said. Dropbox’s paying user count at the end of last year was up less than 1% from 2023, and the company has guided for a decline in paid users this year. That would be its first drop since publicly reporting results. The company in recent years has pushed to thin its ranks, cutting 20% of its workforce in October after a 16% reduction in April 2023. Houston said in October that Dropbox was facing a tough consumer environment and inefficient operations. In an open letter to the Dropbox board in February 2024, Half Moon called on the company to re-emphasize its lower-priced family plan. Dropbox had said it was moving away from the plan after concluding some business customers used it as a loophole to get a cheaper subscription. Half Moon has been in private talks with Dropbox since the summer, the people familiar with the matter said. In discussions with the company, Half Moon has called out Dropbox for losing market share to competitors and misplaced bets on its own artificial-intelligence tool, the people said.

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3/25/2025

7-Eleven Parent Says Couche-Tard Is Understating Antitrust Risks of Potential Merger

Toronto Globe and Mail (03/25/25) Van Praet, Nicolas

Japan’s Seven & i Holdings Inc. (3382) says Canada’s Alimentation Couche-Tard Inc. (ATD) is downplaying the antitrust risks of a potential tie-up between the two retail giants, vowing it won’t be drawn into “limbo for multiple years” as regulators decide its fate. The Tokyo-based company, owner of the global 7-Eleven convenience store chain, released two documents late Monday that aimed to set the record straight about its dealings so far with Laval, Que.-based Couche-Tard. In them, Seven & i says its directors have always been open to a merger or go-private transaction but only under circumstances that offer some certainty about a likely outcome. “Couche-Tard is understating the risk here” in its effort to buy Seven & i, the Japanese retailer said in one of the documents. “Resolving antitrust matters is not nearly as simple as selling a few stores – the divestiture package required for this transaction to even have a chance would be unprecedented in size, complexity, and scale.” The Seven & i board refuses to “blindly enter into a transaction with no clear path to closing that could leave the company in a value-destructive limbo for multiple years,” the company said, throwing cold water on the notion that Couche-Tard could easily win regulatory approval for a Seven & i takeover. “This is a vastly different transaction than any mergers and acquisitions Couche-Tard has previously undertaken,” Seven & i said. It said Couche-Tard’s previous deals have been significantly smaller, primarily focused on regional or more marginal transactions rather than the transformational cross-border acquisition this one would be. Seven & i published the documents in response to what it called “misinformation” about the way it has been engaging with Couche-Tard, which is trying to take over the Japanese retailer with a current offer worth about US$50-billion. It’s also aiming to dispel belief among some investors that it’s shutting the door to its potential suitor, confirming for example that the two sides met face to face on January 11. But how Seven & i’s public counterpunch will play with Couche-Tard and how it will affect the relationship between the two companies going forward remains to be seen. In the documents, Seven & i is critical of the way Couche-Tard has handled itself. And it challenges the Canadian company’s stated frustration with the slow pace of engagement between the two retailers, suggesting Couche-Tard is to blame. Seven & i says that in October, it proactively shared a draft non-disclosure agreement and joint defense agreement (to address antitrust challenges) with Couche-Tard in order to advance talks. It says that Couche-Tard responded by deleting “many provisions” in the draft agreements that would be “customary for a friendly deal,” including language on a standstill clause. A standstill clause would restrict Couche-Tard from taking certain actions while the parties negotiate a potential deal, such as purchase Seven & i shares or other things that could lead to a hostile takeover. A Couche-Tard spokesman did not respond to a request for comment Monday night. Couche-Tard made an initial, unsolicited bid for Seven & i on July 25 of last year worth US$14.86 per share, according to Seven & i’s timeline of events. The Japanese company claims that Couche-Tard has “repeatedly refused to constructively address the real and relevant regulatory hurdles” until February of this year. The two companies are now working together with investment bankers on soliciting buyers for stores they might have to sell if they agree to a tie-up. The Japanese company sees obtaining regulatory approval as a “threshold issue” that needs to be resolved before it commits to move forward in negotiating a final deal. “We have reiterated several times over the past few months that we intend to be friendly and persistent in pursuing a transaction,” Couche-Tard chief executive Alex Miller told analysts on the company’s third-quarter earnings call last Wednesday. “We look forward to fulsome engagement with Seven & i so that we can reach definitive terms and move forward.” Merging 7-Eleven stores with Couche-Tard’s Circle K outlets would see the combined company control more than 100,000 stores globally and roughly 20,000 in the United States, more than 7 times the number of nearest competitor Casey’s. The U.S. Federal Trade Commission (FTC) would likely require the sale of about 2,000 stores to allow a deal, analysts have estimated. Couche-Tard executives have said there is a “path to regulatory approval” in the United States, where the antitrust issues are expected to be toughest. But it’s far from a slam dunk given recent regulatory scrutiny in that country, Seven & i says. The recent failure of Kroger Co.‘s (KR) US$24.6-billion proposal to take over grocery rival Albertsons (ACI) provides ample evidence of that, according to Seven & i. The deal was blocked by the FTC and litigated in court, with the judge agreeing with the regulator that the tie-up would be anti-competitive. The two companies are now accusing each other of bad faith in fallout legal action. “Seven & i’s approach to insist on determining if there is a clear path to certainty of closing the transaction before there is a signed definitive agreement is fully consistent with the risks inherent in a potential combination” of the two companies, Seven & i said in its documents. “No shareholder of Seven & i or Couche-Tard should want to repeat the disastrous story of Kroger/Albertsons.”

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3/25/2025

Corvex Management's Keith Meister to Join Illumina’s Board

Wall Street Journal (03/25/25) Hopkins, Jared

Keith Meister will join the board of directors of troubled gene-sequencing maker Illumina (ILMN), and current board member Scott Gottlieb will become chairman. The moves will take effect Friday. Meister’s hedge fund, Corvex Management, first invested in Illumina in 2023 and has a stake of about 2.5% of the company’s shares, people familiar with the matter said. He serves on the board of GeneDx (WGS), a gene-testing company and Illumina customer. “I’m a big believer in the long term growth of the genomics market, and I believe Illumina is the enabling technology for that market,” said Meister. “I’m excited to work with management to execute against their plan.” Gottlieb, a former Food and Drug Administration commissioner, will succeed current chairman Stephen MacMillan, who will retire from the board. Illumina, of San Diego, is a world leader in the manufacture and sale of genetic-sequencing machines and the chemicals the machines use. It has been buffeted in recent years by tougher antitrust enforcement, a proxy fight with Carl Icahn and most recently, geopolitics. Meister had worked for Icahn, serving as a top executive for Icahn’s company, before striking out on his own and building Corvex into a multibillion-dollar activist hedge fund. Icahn ran the Illumina proxy fight in 2023, after antitrust regulators in the U.S., as well as in Europe, challenged the company’s agreement to buy cancer blood-test maker Grail. MacMillan, one of two Icahn allies who joined the board, was named nonexecutive chairman. Francis deSouza, Illumina’s CEO who championed the Grail deal, left the company, and Jacob Thaysen was eventually picked to run the company. In recent months Illumina has been caught up in the tariff fight between the U.S. and China. After the Trump administration imposed extra tariffs on Chinese imports, Beijing added Illumina to a list of “unreliable entities” and then barred sales of Illumina gene-sequencing machines. Earlier this month, the company reduced its forecast for this year’s financial performance and said it would cut $100 million in spending. Shares of Illumina have fallen 34% this year to date.

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3/25/2025

Engine Capital Is Pushing for Strategic Review of Lyft

Bloomberg (03/25/25) Tse, Crystal

Engine Capital has taken a stake in Lyft Inc. (LYFT) and is pushing for a strategic review of the ride-hailing app. The activist investor, which has about a 1% stake, has been engaging with Lyft management in recent weeks to express concerns about the company’s stock price, strategic positioning, and corporate governance, a letter showed. Engine Capital wants Lyft to announce a strategic review, improve capital allocations, and eliminate its dual-class share structure. It has also presented candidates for the board. The stake is worth about $50 million, according to a person familiar with the matter. Shares in Lyft have lost more than a third of their value over the last 12 months, giving it a market capitalization of about $5.3 billion. The stock rose 4.1% at 1:03 p.m. in New York trading Tuesday. Investors are worried about the future of Lyft’s model, which is reliant on human drivers, as autonomous vehicles are becoming more commonplace in the U.S. Since Lyft does not have an international business outside of the U.S. and Canada, it’s more exposed to domestic competitors such as larger global rival Uber Technologies Inc. (UBER) and emerging autonomous vehicles. Uber already has an exclusive partnership with Alphabet Inc.’s Waymo to provide driverless rides in Austin and is planning a similar offering in Atlanta. Meanwhile, Elon Musk intends for Tesla Inc. (TSLA) to launch robotaxis in Austin and California this year. Lyft has struck a few of its own autonomous partnerships, the first of which is set to launch later this year in Atlanta. Lyft’s shares took a hit in February after the company gave a disappointing outlook for first-quarter gross bookings, warning that cold weather has hurt demand for ride hails and bike rentals. It also said it expects bookings growth to be negatively impacted in the second quarter because Delta Air Lines Inc. is ending a partnership with the company in April. The company has more broadly been looking for new ways to deepen user loyalty and win over customers from Uber. This month, Bloomberg News reported that Lyft will launch a simplified version of its app for elderly riders later this year, as part of this effort. Engine Capital was founded in 2013 by Arnaud Ajdler.

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3/24/2025

Elliott Said to Build Significant Stake in Sumitomo Realty

Bloomberg (03/24/25) Du, Lisa

Elliott Investment Management has built a sizeable stake in Japanese real estate developer Sumitomo Realty & Development Co. (8830), according to people familiar with the matter. The activist investor has engaged with Tokyo-based Sumitomo Realty on measures to improve shareholder value, the people said, asking not to be identified because the matter is private. Elliott has a number of investments in Japan that have focused on boosting returns through share buybacks, selling off older real estate holdings and unwinding equity stakes in other companies. The size of Elliott’s stake in Sumitomo Realty isn’t known and it’s not clear when the firm accumulated its stake. A Sumitomo Realty representative confirmed that the company had met with Elliott to exchange views and that Elliott has largely agreed with their management policies. Sumitomo Realty will continue to engage with Elliott, as it does with other long-term shareholders, the representative said. An Elliott representative declined to comment. Shares of Sumitomo Realty rose as much as 16% in Tokyo trading Monday, the most since August, after the Bloomberg report, valuing the company at 2.9 trillion yen ($19.3 billion). Other Japanese developers such as Mitsui Fudosan Co. (8801) and Mitsubishi Estate Co. (8802) also jumped. Japan has become one of the biggest markets for activist investors, with the government and institutions such as the Tokyo Stock Exchange pushing companies to pay more attention to stock prices and shareholder returns. The country was the second-busiest market for activist investing last year, with about 150 campaigns — a near 50% jump from 2023, according to data compiled by Bloomberg. Elliott — founded by billionaire Paul Singer — has been one of the most prominent funds active in Japan, and previously engaged companies such as Mitsui Fudosan, Tokyo Gas Co. (9531), and Dai Nippon Printing Co. (7912). Sumitomo Realty is the third-largest real estate developer by market value in Japan. For both Mitsui Fudosan and Tokyo Gas, one key part of Elliott’s campaign was for the companies to sell off older real estate assets to profit from gains on unrealized market value of the properties. Sumitomo Realty has a portfolio of over 200 office buildings in Tokyo, including several well-known buildings in the Roppongi and Shinjuku central business districts, and is also a landlord of prominent luxury condos in the capital. Unrealized real estate gains, which has become a popular theme for hedge funds to engage, stem from an accounting quirk when Japanese companies hold on to properties for long periods. The value of the real estate is accounted for at cost minus annual depreciation. But as Japan’s property prices have soared in recent years, especially in metropolitan areas, it’s created an opportunity to record large profit from selling the properties at market value. Sumitomo Realty is due to unveil a new mid-term business plan later this year and Elliott’s investment is likely tied to influencing what is announced in the plan, as it has done with Mitsui Fudosan and Tokyo Gas. Sumitomo Realty has already taken steps to boost shareholder value. Last year, it announced a 35 billion yen share buyback, and said that it would accelerate the pace of its dividend increases. The developer also has one of the highest levels of cross shareholdings among real estate developers — at over 595 billion yen. Among its top holdings as of March 2024 were Daikin Industries Ltd. (6367) and Unicharm Corp. (8113), according to its annual report. Elliott has also built a large stake in Japanese trading company Sumitomo Corp. (8053), Bloomberg reported in April. Although the company shares a name with Sumitomo Realty and has done business together, the two firms operate independently, despite both owning cross shareholdings in each other.

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3/24/2025

Rapid7 Adds Three New Board Directors in Settlement with Jana Partners

Reuters (03/24/25) Herbst-Bayliss, Svea

Cybersecurity company Rapid7 (RPD) on Monday said it has reached an agreement with Jana Partners to add three new directors to its board, including one of the hedge fund's partners. The Boston-based company named Wael Mohamed, Mike Burns, and Kevin Galligan as new directors. Its board currently has eight members. Rapid7 CEO Corey Thomas said the newcomers, who bring expertise in digital transformation, finance and operations and an investor's view, will "help us sharpen our strategy, strengthen execution and drive greater value creation for our shareholders." Jana managing partner Scott Ostfeld called the engagement with the company "highly constructive" and said "we are encouraged by the steps Rapid7 is taking to enhance its leadership and execution capabilities." Reuters reported on Sunday that the two sides were nearing a settlement to add three directors to the board after Jana and Rapid7 had discussed ways to boost the share price by improving operations and exploring a sale. Boston-based Rapid7 specializes in so-called vulnerability management, providing software tools and services that help businesses assess and monitor security risks. The company has been forced to compete harder for business as corporate clients cut back on security spending due to broader economic uncertainty. The company's stock price has tumbled 41% in the last 52 weeks and is down 28% this year, shrinking its market value to roughly $1.8 billion. Jana owned 3.7 million shares, or a 5.8% stake in the company, according to a regulatory filing in March, LSEG data show. Reuters reported in October that Rapid7 was exploring options with investment bankers after attracting acquisition interest from buyout firms, including Advent, Bain Capital, and EQT.

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3/24/2025

Breakingviews: RWE Typifies Corporate Europe’s Investment Dilemma

Reuters (03/24/25) Johnson, Jennifer

As boardroom tussles go, Elliott Investment Management’s campaign at RWE (RWEG) looks relatively collegial, according to Reuters columnist Jennifer Johnson. The UK arm of the U.S. activist investor on Monday disclosed a 5% stake in the 24-billion-euro German energy giant, and cheered its recent decision to scale back capital expenditures while nudging CEO Markus Krebber towards bigger share buybacks. The only room for disagreement seems to be on the timing, which gets at a more fundamental problem for European bosses: how much store to set in a nascent public and private investment boom? RWE, like other continental companies, increasingly seems to sense that the marginal euro may be better spent at home rather than in the volatile United States. That’s especially true for green-focused companies like the Essen-based electricity generator, whose stateside renewable projects now face a more hostile political environment under President Donald Trump. Boss Krebber last week cut his 2025 to 2030 investment program by 10 billion euros, or around 25%, which included reducing future capital deployed to U.S. wind power. The question is what to do with the money saved. Elliott wants Krebber to “significantly increase and accelerate” an existing 1.5-billion-euro buyback program. In purely financial terms, that makes sense: RWE trades at 6 times forward EBITDA, using LSEG Datastream figures, compared with 7 times and 9 times respectively for peers Orsted (ORSTED) and Iberdrola (IBE). Repurchasing equity at a discounted price creates value for shareholders and comes with less risk than splurging on new capital-intensive energy projects. Yet Krebber also has a good reason to wait. Friedrich Merz, the Christian Democrats leader who is busily forming the next German government, has earmarked a fifth of a planned 500-billion-euro infrastructure fund for climate and economic transformation. A good chunk of that money could in theory boost domestic renewable champions like RWE. Committing to new mega-buybacks before the plans have even been hatched may be premature — and might send the wrong message to investment-hungry politicians in Berlin. "The saving grace is that RWE may be able to have its cake and eat it," according to Johnson. "Doubling, or even tripling, the buyback would still leave billions available for future capital expenditures at home, especially if Krebber succeeds with other cash-boosting plans like a business disposal and farming out bits of new projects to partners. The RWE CEO has also raised his targeted internal rates of return on future investments to 8.5% from 8%, which should help to calm Elliott’s nerves about spending." Yet the debate nonetheless exemplifies an issue that CEOs in the defense, manufacturing, and energy sectors will increasingly have to grapple with in the coming months. European capitals are making big investment promises, but specific new projects are so far thin. In the meantime, cash-hungry shareholders will keep circling.

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3/24/2025

Crown Castle Fires CEO After Selling Business Segments

Wall Street Journal (03/24/25) Hamilton, Katherine

Crown Castle (CCI) fired its chief executive after agreeing to sell parts of its business to focus on its core towers segment. The telecommunications company said Monday that it had terminated Chief Executive Steven Moskowitz. It named Chief Financial Officer Dan Schlanger as interim chief executive and initiated a search for a permanent successor. Board Chair P. Robert Bartolo said “now is the right time to make this leadership transition” to complete the company’s $8.5 billion sale of its fiber and small-cells business segments, which was disclosed earlier in March. That deal is expected to close in the first half of 2026. Moskowitz’s termination wasn’t the result of a disagreement about the company’s policies or financial performance, and wasn’t related to any ethical concern, Crown Castle said. “We are confident that installing new CEO leadership will put the company on the best path forward to maximize long-term shareholder value,” Bartolo said. Crown Castle’s previous chief executive, Jay Brown, retired in December 2023, less than a month after investor Elliott Investment Management urged the company to oust him. The investor also said the company should replace board members and review its fiber strategy. In February, former Chief Executive Ted Miller, who led the company until 2001, nominated himself and three others to the board of directors. Miller, 72 years old, previously said he wanted Crown Castle to sell its fiber business, and has expressed hopes to return to the company, despite the board’s mandatory retirement age of 72. New board members will be voted on at the company’s annual meeting in April. Schlanger will continue to serve as CFO until April 1, and then Sunit Patel will assume that role. After the company finds a new CEO, it plans to make Schlanger chief transformation officer. In that role, he will be responsible for overseeing the sales of the fiber and small-cell businesses. Crown Castle said earlier it plans to use the cash proceeds to repay existing debt and fund anticipated share repurchases. It began a strategic review of the fiber business at the end of 2023.

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3/23/2025

TOMS Capital Pushes for Kenvue Sale, Separation

Bloomberg (03/23/25) Tse, Crystal

TOMS Capital Investment Management has amassed a stake in Kenvue Inc. (KVUE) and is pushing for changes at the consumer health company, which has only just avoided a battle with an activist investor. The New York-based hedge fund is urging Kenvue to consider a full sale or separation of some assets, according to people with knowledge of the matter, who asked not to be identified discussing confidential information. The size of TOMS’ stake couldn’t immediately be learned. Kenvue, which was spun out of Johnson & Johnson (JNJ) in 2023, had a market value of about $45 billion at close of trading in New York on Friday. “Kenvue’s board and management team are committed to acting in the best interests of the company and all shareholders and we remain focused on accelerating sustainable, profitable growth and enhancing shareholder value,” a spokesperson for the company said. The owner of consumer health brands including Band-Aid, Tylenol and Listerine has already faced off against one activist investor this year. Earlier this month, Kenvue appointed Jeffrey Smith, the chief executive officer of Starboard Value to its board, averting the need for a proxy fight with the firm. Kenvue’s U.S. skincare business is facing increased competition from brands preferred by younger consumers. The company has been boosting advertising and offering new Neutrogena products to draw in shoppers. In addition to Smith, Kenvue has named Profitero President Sarah Hofstetter and former head of Bayer’s (BAY) consumer health division Erica Mann as new independent directors. The window for making new director nominations at Kenvue has closed for 2025. TOMS took a stake in Kellanova last year before the US snackmaker agreed to be bought by Mars Inc. Also in 2024, it acquired a position in WillScot Holdings Corp. (WSC), the provider of modular buildings and storage.

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3/22/2025

Kao Shareholders Side with Management over Oasis, For Now

Nikkei Asia (03/22/25) Nishiyama, Ryota; Namekata, Yume; Nishito, Nobuaki

Kao's (4452) shareholders rejected proposals submitted by Hong Kong-based Oasis Management on Friday, though the Japanese consumer goods group faces pressure to accelerate its global expansion to keep them on its side. The annual general meeting drew 478 shareholders, up 60% from last year. Oasis presented four proposals: the election of five outside directors, including former KFC and Procter & Gamble executives; higher compensation for outside directors; stock-based compensation for outside directors; and the approval of a long-term incentive scheme for internal directors. All four were voted down. Meanwhile, every proposal by management, including nominations, was approved. "Oasis is going too far," said a shareholder in her 30s who voted against the activist investor's proposals. "I don't think its proposals should move forward over Kao's opposition, and it's hard for me to feel comfortable supporting Oasis as a shareholder." Oasis began increasing pressure on Kao in April 2024 with a statement titled "A Better Kao," which urged the company to cut underperforming brands and products and make other changes. "Kao's management appear to have little interest in fully unleashing the potential of the Company's great brands," the statement said. Kao's stock price rose as much as 7% on the day the Oasis statement was published. The stock was little changed Friday and is down roughly 30% below a peak reached in 2018. Oasis filed a disclosure with Japanese authorities in December indicating that it held a 5.23% stake in Kao, then nominated its five board candidates in January. Kao opposed the nominations , saying the Oasis candidates "will not contribute to the enhancement of corporate value." Kao's revenue grew 6% in 2024 to 1.63 trillion yen ($10.9 billion). Net profit rose for the first time in six years, more than doubling to 107.7 billion yen on structural reforms and the sales of its pet care and beverage businesses. The company aims for 8% profit growth this year to 116 billion yen. Still, its performance overseas trails that of its rivals. Kao's consumer business earns about 35% of its revenue abroad, a lower percentage than L'Oreal, Beiersdorf and Unicharm. It aims to boost overseas sales 13% by 2027 to 800 billion yen or more. Kao's health and beauty business is central to this plan. The company is investing heavily in six core brands including Curel and Kate. By 2027, it aims to double where it sells products to 60 countries and regions and increase revenue by 60% compared with 2023 figures. "Our shareholders approved of the structural reforms and global strategy advanced by the current management," Hasebe said. "We will continue to pursue transparency and effective governance." Some shareholders sided with Oasis on Friday. "Kao's stock price has been sluggish since Yoshihiro Hasebe became president, so I want Oasis to breathe new life into the company," said a man in his 50s. Phillip Meyer, Oasis co-chief operating officer, said he was disappointed by the results of the meeting but hopes to continue a constructive dialogue with Kao management. Some market watchers hope for a compromise between the two sides. The Japanese business community traditionally has favored relationship building over confrontation. Investors such as U.S. private equity firm Steel Partners, which attempted a hostile takeover of condiments maker Bull-Dog Sauce in the 2000s, were viewed as "vultures." But sentiment toward activists is shifting. Some see pressure as necessary to spur reforms and consolidation. More than 70 firms activist investors are now active in Japan, up from 8 as of 2024, according to IR Japan.

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3/22/2025

Carl Icahn Brings Two Directors to Caesars’ Board. What Could be Next as the Activist Aims to Build Value

CNBC (03/22/25) Squire, Kenneth

The diversified gaming and hospitality company Caesars Entertainment Inc (CZR) has a stock market value of $5.8 billion ($27.36 per share). Earlier this month, Carl Icahn and Caesars reached an agreement in which the company consented to expanding the size of the board to 12 directors and appointing Jesse Lynn (general counsel of Icahn Enterprises) and Ted Papapostolou (chief financial officer of Icahn Enterprises) as directors to the company's board. Icahn agreed to abide by certain customary standstill and voting provisions. This is not Carl Icahn's first foray at Caesars. He filed a 13D in February 2019 stating then that he believed the board should conduct a strategic review with a view toward a sale of the company being the optimal path to shareholder value creation. On March 1, 2019, Icahn and Caesars entered into a director appointment and nomination agreement, pursuant to which John Boushy, Matthew Ferko, and Christopher Williams resigned from the board and James Nelson, Courtney Mather and Keith Cozza were appointed to fill the resulting vacancies. On July 20, 2020, Caesars merged with Eldorado to form Caesars Entertainment with Icahn's support. Courtney Mather is still on the board of Caesars but no longer works for Carl Icahn. Since the merger, Caesars has been attempting to strengthen its balance sheet, pursuing strategic divestments and acquisitions and expanding into the growing digital gaming market along with the rest of the brick-and-mortar gaming industry. Many of these initiatives have been successful and some have been disappointing. On Oct. 1, 2021, Caesars' stock price topped $119 per share. Now, almost five years later, the stock has dropped back below the price when Icahn merged Caesars with Eldorado in 2020, despite revenue increasing from $9.6 billion in 2021 to $11.2 billion today and operating income increasing from $1.7 billion to $2.3 billion over those respective periods. A spin-off of Caesars Digital makes sense for several reasons. In 2024, Caesars Digital generated $1.16 billion in revenue, accounting for 10.3% of the company's total revenue. This represented a 19.5% growth from the year prior and 112.2% growth since 2022. Consensus estimates suggest that Digital can continue to grow in mid-double-digits. Digital's earnings before interest, taxes, depreciation, amortization, and restructuring or rent costs (EBITDAR) has also surged 207.9% from 2023 to 2024, with projections of another 160.9% increase in 2025. In contrast, the company's brick-and-mortar segments (Las Vegas and Regional), have remained relatively stagnant, with revenue declining 2.34% from 2023 and 1.78% from 2022. EBITDAR has also declined by 6.56% and 5.87% over the same periods, respectively, and consensus estimates predict a similar trend going forward. Clearly, these are two businesses at vastly different points in their growth cycles, making it difficult for the market to fairly evaluate them as a single entity. Currently Caesars trades at 8.43-times EBITDA, whereas digital peers of Caesars Digital trade at 15 times to 25 times. Applying that multiple range to Digital's $305 million of 2025E adjusted EBITDA would render an entity with a value of approximately $4.6 billion to $7.6 billion. As Digital only represents 3% of the company's current EBITDA, this separation would unlock a ton of value, as Digital's standalone valuation would represent 15% to 25% of the company's total current enterprise value – significantly higher than what its implied valuation is right now within Caesars. This separation would also allow investors the option to invest in a consistent legacy casino business or a riskier high-growth digital business. This does not have to be a straight sale or spinoff, either. Icahn is one of the most creative investors ever and his two nominees will likely work to figure out what the best structure is for shareholders, according to 13D Monitor founder and president Kenneth Squire. For example, the company could retain a piece of the digital business or enter into an agreement with the new entity to run the business. The stealth nature and structure of the agreement in addition to the comments made by Caesars and Icahn strongly indicate that this is a very amicable arrangement, and that Icahn is confident in management's ability. While CEOs do not generally like to spin off assets, all indications are that Caesars' management is receptive to this strategy. Icahn is not a micro-manager and trusts his people and management to execute effectively. This has been an area rife for activism with Icahn protege Keith Meister on the board of MGM, two activists in Penn Entertainment, and two more activists in Entain with Eminence founder Ricky Sandler on the board. "This industry is at an inflection point with the onset of interactive gaming," concludes Squire. "The companies that navigate this better — likely through acquisitions and alliances, and without significantly weakening their balance sheets — will be the winners. I am not sure you can have a better ally in that type of initiative than Carl Icahn."

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3/22/2025

Activist Hedge Fund Turns Prey as Spanish Media Fight Flares Up

Bloomberg (03/22/25) Orihuela, Rodrigo

Amber Capital founder Joseph Oughourlian won control of Spain’s most influential media group after a shareholder activism campaign a decade ago. Now he’s the one fighting off an ouster. Oughourlian, a French hedge fund manager based in London, is clashing with pro-government Spanish businessmen that want him out of media company Promotora de Informaciones SA (PRS), owner of El Pais, the country’s best-known newspaper. They’re angry, in part, after his relations with the ruling Socialist party unraveled and he blocked the plan for a new pro-government TV station. The fight over the media firm, known as Prisa, pits a hedge fund manager backed by French billionaire Vincent Bollore against Spain’s political establishment in a test of foreign ownership of media assets. It’s also rapidly emerging as the nation’s highest profile corporate drama since drugmaker Grifols SA (GRFS) came under pressure from short seller Gotham City Research last year. Oughourlian has built a near 30% stake in Prisa since first calling for changes in 2015, the maximum allowed before he must make a takeover offer. The shareholder group which now opposes him has as its de facto leader Jose Miguel Contreras, a television producer and a former Prisa head of content and architect of the TV channel idea. The group holds nearly 19%. The two sides are now embroiled in a struggle to win over other investors before a general meeting of shareholders due by the end of June, according to people with knowledge of the matter. Bollore’s Vivendi SE (VIV) is Prisa’s second biggest investor and key to both parties. Oughourlian is seeking to guarantee the French tycoon’s continued support and is lobbying other key shareholders, the people said. The shareholder group’s strategy includes attempting to leverage the relationship state-backed Telefonica SA  (TEF) has as a client with Havas, Bollore’s advertising business, the people said. French newspaper Le Point reported earlier this month that Spain’s Digital Affairs Minister Oscar Lopez — Prime Minister Pedro Sanchez’s former Cabinet chief and key lieutenant of his media strategy — and Telefonica Chairman Marc Murtra met in Paris with Vivendi’s CEO to discuss the Prisa stake last month. Spain owns 10% in Telefonica. Lopez has denied that the meeting was related to Prisa. The shareholder fight taps deep into the spiritual heart of a company which for decades was a reliable pillar of support for Sanchez’s Socialist party and which also owns the nation’s biggest radio station. For a while, Oughourlian and the Socialists were aligned. In 2018, they were in agreement on ousting Juan Cebrian, a former Prisa chief who had taken an aggressive stance against Sanchez. But then relations began souring around the time of the last general election in 2023, amid rumors that Oughourlian had been building bridges with the opposition. Fast forward to this year and relations unraveled rapidly. Carlos Nunez, head of Prisa’s media operations, told El Pais in February that a project to launch a pro-government broadcaster was underway and a shareholder group would fund 70% of it. The company, he said, would foot the rest. By then Oughourlian had started mistrusting Nunez, who he’d hired but had come to see as too close to the pro-government camp, people with knowledge of the matter said. Days later, Nunez was said to be shocked when Prisa’s board rejected the idea after his presentation. The next day, Oughourlian gave an interview to a rival newspaper, saying the idea made no sense and that the position of executives supporting it needed revising. Within hours, Nunez stepped down. Contreras was removed soon after. The rejection of the TV proposal was surprising because Nunez, Oughourlian and other executives had discussed the idea before Nunez’ interview, the people said. Those opposing Oughourlian say that Spain’s most iconic media group cannot be run by a foreign financial investor, according to people familiar with the matter. The media fight isn’t the first Oughourlian has waged in his hedge fund career. In mid-2017, Amber called for changes to top management and a greater focus on costs at Mediaset SpA, after building a stake in the company owned at the time by Silvio Berlusconi. In 2021, Amber also ended a years-long campaign at French publisher Lagardere when Vivendi agreed to buy its stake in the firm. The Prisa saga is complicated by the firm’s €800 million debt pile. It’s struggled for years to reduce borrowing and Oughourlian is currently working with creditors, including Pimco, to refinance maturities due next year. He’s said to be working to include a so-called “key-man” clause that would ensure debt terms change if he isn’t around any longer as a poison pill strategy to protect against his ouster. Also under discussion is a capital increase. Both sides are also courting other large shareholders, including Mexican billionaire Carlos Slim and Banco Santander (SAN), which so far haven’t backed either of the two groups. Meanwhile, the fight is intensifying in the run up to the June meeting. On March 16 Prisa announced that Oughourlian would also take over as chairman of El Pais. The next day he published an op-ed in which he said that attempts to take over control of the paper are reminiscent of the days of Franco, a particularly pointed reference as the 50th anniversary of the dictator’s death looms. Oughourlian may have another card. Last year Prisa issued convertible bonds, with large shareholders taking a large part. A significant portion still haven’t been converted into shares and the pro-government group is concerned he or an ally may hold a large part, people familiar with the matter said.

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3/21/2025

Investor Wants Shake-Up at Billionaire Sports Owner Bill Foley’s Company

Wall Street Journal (03/21/25) Glickman, Ben

Cannae (CNNE), a holding company led by billionaire investor and sports owner Bill Foley, is facing pressure from Carronade Capital Management to shake up its board and sell its investments in public stocks to focus on its private holdings such as European soccer teams, according to people familiar with the matter. Cannae was spun out in 2017 from title insurance provider Fidelity National Financial, which Foley founded in 1984 and has chaired since. Carronade owns about 4.6% of Cannae, the people said, making it one of the top shareholders. The firm confidentially nominated a slate of four directors in December and believes the company’s board isn’t sufficiently independent, the people said. Shares of Cannae are down about 24% in the past year, giving the company a market value of about $1 billion. Foley owns the Vegas Golden Knights of the National Hockey League, as well as hotels, restaurants and a collection of vineyards and wineries. Cannae’s holdings are similarly diverse. It holds stock positions in several companies and a variety of private investments. It owns slightly less than half of Black Knight Football Club, which owns English Premier League club AFC Bournemouth and stakes in several other soccer teams, and has invested in Jana Partners. Carronade believes the private investments are currently undervalued by investors, contributing to the entire company trading at a steeper discount on its assets than its peers, the people said. Carronade was founded by Elliott Management and Fortress Investment Group alum Dan Gropper. The multistrategy investment firm has historically focused more on investing in distressed debt, but in the past year has dipped its toe into activism, including agitating against Verizon Communications’ (VZ) nearly $10 billion acquisition of Frontier Communications (FYBR). Carronade believes Cannae should sell its public company holdings and return most of that capital to shareholders, the people said. Cannae has investments in data-and-analytics company Dun & Bradstreet (DNB), employee-benefits manager Alight (ALIT), financial-services company Paysafe, and marketing-and-advertising company System1 (SST). Carronade views the current board as too connected to Foley’s other ventures, according to the people. The firm also is pushing for a new board committee focused on improving returns for shareholders. Several board members are current or former executives or directors at Foley’s separate entertainment holding company or Fidelity National Financial (FNF). Cannae said in a statement Thursday that it was committed to returning a large amount of capital to shareholders and continuing to reduce its public company holdings. The company said it had in recent weeks discussed its strategy with Carronade in order to reach a resolution.

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3/21/2025

Elliott Meets BP Investors to Discuss More Changes, Sources Say

Reuters (03/21/25) Mcfarlane, Sarah; Nasralla, Shadia

Elliott Management has met several large shareholders in BP (BP) to try to forge a consensus for more changes at the oil major that could include cost cuts and a potential leadership reshuffle, two shareholders told Reuters. BP stock has underperformed rivals Shell (SHEL) and Exxon (XOM) in the last five years, which investors have blamed in part on the company's 2020 plan to focus on growing its renewable business while cutting oil and gas production. Having watered down that plan, BP accelerated its pivot back to hydrocarbons in a strategy revamp last month. But the two shareholders, who attended separate meetings with Elliott, said both they and Elliott wanted deeper change. Elliott declined to comment. It has a near 5% stake in BP, a source previously told Reuters. A BP spokesperson said that executives had met investors holding nearly half of the company's shares, and approaching 75% of institutional investors, since it announced the new strategy on February 26. "We have received widespread support for BP's reset strategy and the changes laid out," the spokesperson said. "The consistent message also received is that our focus should be on delivery – executing the strategy and hitting our targets. That is our priority." Pressure for reform mounted after Elliott, which has led campaigns for change at companies including Marathon Petroleum (MPC), Hess (HES), and Honeywell (HON) became one BP's largest shareholders. Elliott and investors discussed potential changes to BP's board and management team, and a reduction of annual spending to below $13 billion, the two shareholders said. For now, BP aims to spend $13-$15 billion annually and cut costs by $4–$5 billion through 2027. One of the shareholders said BP could be more ambitious on asset sales. Elliott would like BP to sell a significant part of its petrol station network and eventually completely exit from renewable power generation, a person familiar with the situation said. BP told investors it would divest $20 billion of assets by 2027. The company said it would increase oil and gas spending, slash investments in renewables, and cut net debt to $14-$18 billion by the end of 2027 from around $23 billion currently. Shareholders will vote on whether to re-elect BP's board, including chairman Helge Lund and CEO Murray Auchincloss, at the company's AGM on April 17.

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3/21/2025

Bolton Removed from Keybridge Capital Board in Battle with Catalano

Australian Financial Review (03/21/25) Samios, Zoe; Robin, Myriam

Activist investor Nick Bolton has been removed from the board of Keybridge Capital after the Supreme Court in New South Wales, Australia, ruled that a special shareholder meeting pushing him out had been validly held. Bolton is best known for orchestrating a financial windfall after holding up a $4.9 billion float of a Brisbane tollroad when he was just 26 years old, and more recently forcing investment management giant Magellan to make a generous payment to option holders at one of its largest funds. But he has finally been evicted from the ASX-listed vehicle he has controlled for years after Supreme Court judge Scott Nixon on Friday effectively handed control of the company to his rival, veteran stockbroker Geoff Wilson, and his one-time confidante turned rival Antony Catalano. Keybridge was placed into administration on February 10, owing $4.6 million to Yowie Group (YOW), an ASX-listed owner of the eponymous chocolate brand. It has been controlled by Bolton and Keybridge since May. The administration was used to bring a heated extraordinary general meeting to a halt later that afternoon before a vote on whether to remove Bolton and others from the board could be held. But Wilson’s Wilson Asset Management reopened the meeting and forced the vote to continue. On Friday, Justice Nixon said the adjournment of the meeting was “invalid and of no effect” and the meeting had “continued following the purported adjournment with shareholders voting in favor of each of the resolutions to remove the incumbent directors." However, Justice Nixon also found that the administration was valid. He has given Keybridge’s administrator Gideon Rathner until April 1 to discuss recapitalization plans with Wilson Asset Management. Justice Nixon’s judgment details the deteriorating relationship between Bolton and Catalano, culminating in Catalano indicating to Bolton on January 31 that he planned to vote with Wilson at the meeting. As Catalano and Wilson Asset Management controlled most of the company, this would have led to Bolton’s ouster, a fate he appeared keen to avoid. In text messages, Bolton and another director discussed ways in which “a director can’t use their shares to vote to change the board,” citing answers gleaned from ChatGPT. The judgment also shows Rathner advised Bolton to seek legal advice about whether it would be appropriate to put the company into administration, in light of Bolton’s imminent removal. He also asked for $1 million to be paid to him in advance in a trust account, in part because he was concerned the administration would prove “highly litigious." Wilson told AFR Weekend he was pleased to see the “clear will of shareholders” upheld. Bolton said he planned to appeal the ruling on the shareholder meeting, and claimed victory in having defeated Wilson Asset Management’s attempts to end the administration. “It’s much ado about nothing as directors have no powers during an administration,” he said. “Never have I seen such competition to be on the board of an insolvent company. In its current form, the WAM recapitalization proposal isn’t capable of being implemented.” Catalano also said it was “a very good outcome for shareholders." “Bolton’s narrative was full of accusations directed at others but the court decision is clear and the facts are the bulk of shareholders in Keybridge want nothing to do with him,” he said. “It’s the end of the road for Bolton and his manipulated control of a public company.”

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3/21/2025

BP to Sell Gas Pipeline Stake to Apollo Funds for $1 Billion

Bloomberg (03/21/25) Ferman, Mitchell

BP Plc (BP) said Apollo-managed funds will purchase a 25% non-controlling stake in BP Pipelines — known as BP TANAP — for about $1 billion, marking the British energy giant’s first divestment under its turnaround plan. TANAP holds BP’s 12% interest in the Trans-Anatolian natural gas pipeline, part of the Southern Gas Corridor pipeline system that carries fuel from the Shah Deniz field in the Azerbaijan section of the Caspian Sea through Turkey to markets in Europe, including Italy and Greece. The deal is set to close in the second quarter, subject to regulatory and TANAP shareholder approvals. Proceeds from the transaction will contribute to BP’s new $20 billion divestment program, the company said in a statement Friday. BP has come under pressure from investors, including Elliott Investment Management, to flip its trajectory. After the company’s value plunged during Chief Executive Officer Murray Auchincloss’s first year in the role, he announced in February that BP would return to focusing on fossil fuels after the firm previously tried moving away from hydrocarbons. Part of the strategic reset includes $20 billion worth of divestments by the end of 2027 to improve cash flows. “This unlocks capital from our global portfolio while retaining our role in this strategic asset for bringing Azerbaijan gas to Europe,” BP Executive Vice President William Lin said in a statement. Significant progress toward the divestment goal could be made with the sale of the Castrol lubricants business, which BP is reviewing for disposal. Bloomberg previously reported Castrol could be worth as much as $10 billion, and Saudi Aramco is considering a potential offer. BP’s revival plan has been met with a lukewarm response from investors, with shares falling on the day of the announcement. Auchincloss has said the strategy unveil was a step in the turnaround and that now the company needs to execute. The plan, however, fell short of Elliott’s expectations as it sees a lack of urgency and ambition.

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3/21/2025

Thames Water had Feared it Might be Left with Just £39 Million Cash by Month-end

Financial Times (03/21/25) Plimmer, Gill; Smith, Robert

Thames Water (WATH) faces a cash crunch with some of the utility’s own recent forecasts predicting it could have as little as £39 million left by month-end, as suppliers also step up their demands for prompt payment. The teetering water utility has agreed an emergency loan of up to £3 billion from its senior creditors, but it cannot begin to access the money until at least early April. That leaves Thames Water, which serves 16 million people across London and the Thames Valley, scrambling to convince lenders to waive previous restrictions on accessing the loan while a potential court appeal to the Supreme Court over the emergency funding is pending. Thames Water also submitted evidence to the Court of Appeal last month claiming that an “updated cash flow forecast” predicted a “significant drop” during the final full week of March to “only £39 million of available cash.” The sworn statement describes this level of liquidity as insufficient. However, Thames Water’s more recent cash projection predicts that the company will have as much as £120 million at the end of the month, according to a person familiar with the utility’s finances. That level of cash outlined would still be below a key £200 million threshold that the court heard Thames Water considers a safe liquidity buffer. The utility had over £1.1 billion of cash on its balance sheet as recently as September. Alastair Cochran, Thames Water’s chief financial officer, told London’s High Court last month that the utility frequently experienced “unexpected fluctuations in working capital,” which made a “minimum cash liquidity buffer” of £200 million advisable. The cash crunch underscores the scale of the crisis at the UK’s largest water company. Thames Water is groaning under nearly £20bn of debt, facing a public backlash to substantial bill hikes, and is trying to avoid becoming the first water company to be renationalized since England’s utilities were privatized in 1989. Its cash crunch has also been exacerbated by nervous suppliers demanding more onerous terms, according to people with direct knowledge of its supply chain. London-listed energy provider Drax Group is among companies asking to be paid every two weeks rather than the usual 30 to 60 day period, the people added. Aside from Drax, other companies, ranging from IT systems providers to chemical suppliers are also asking for more favorable terms, according to people close to the company. This is particularly the case for large international companies “that have strict rules about doing business with companies in distress,” according to one person close to Thames Water. Thames Water previously said it would run out of cash on March 24, but has managed to extend a £200 million loan repayment due on that date by two years. Still, its senior executives testified in court last month that without being able to access the new funding, the utility would be left in a perilous position. Thames Water’s general counsel Andy Fraiser told a court hearing last month that even with the loan deferral the utility could be “effectively running on vapor for quite a number of weeks” without fresh liquidity. Fraiser added that Thames Water’s management had tried to ensure that they “don’t actually ever get to the point where we are running the company close to zero,” describing it as “a very dangerous place to take the company.” Despite its dwindling cash balance, Thames Water’s senior management believes it can still avoid crashing into the government’s special administration regime, under which it would be temporarily renationalized, as lenders are likely to agree to let them access fresh cash on March 31. In a special administration, the UK government would step in and backstop Thames Water’s operations, ensuring that services would keep running and that suppliers and employees would be paid on time. The debt interest would be frozen, freeing up additional cash for spending on infrastructure. Thames Water will immediately pay about £20 million of the £318 million it will initially draw from the emergency loan in fees to its top-ranking creditors, which include U.S. hedge funds Elliott Management and Silver Point, according to people familiar with recent financial projections at Thames Water.

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3/20/2025

Couche-Tard, Seven & i Solicit U.S. Store Interest by End of March

Bloomberg (03/20/25) Sisco, Josh; Dion, Mathieu; Nylen, Leah

Potential buyers for a divestiture package of Seven & i Holdings Co. (SVNDY) and Alimentation Couche-Tard Inc.’s (ANCTF) U.S. convenience stores have until the end of the month to express their interest and show they can overcome antitrust concerns as talks over a possible union continue, according to people familiar with the matter. Any initial expressions of interest — to be received by March 31 — will necessarily need to preserve competition in the U.S. market, the people with knowledge of the discussions said. Some potential buyers are engaged in the process, and have signed non-disclosure agreements. Canada’s Couche-Tard, the parent company of the Circle K chain, has made a close-to $50 billion proposal to acquire its long-time Japanese rival and owner of 7-Eleven. Seven & i has so far fended off the approach with an ultimately futile management buyout plan and a reset of its business, but has at the same time agreed to consider Couche-Tard’s bid, provided there are some guarantees over antitrust issues. Seven & i and Couche-Tard are currently in talks on the potential divestment of U.S. stores to avoid scrutiny from competition authorities. Their combined network of more than 20,000 outlets would be almost eight times bigger than their next competitor, Casey’s General Stores Inc. The administration of U.S. President Donald Trump has already challenged two deals, including Hewlett Packard Enterprise Co.’s $14 billion takeover of Juniper Networks Inc., bucking Wall Street’s expectations of greater permissiveness. The new chair of the U.S. Federal Trade Commission (FTC), Andrew Ferguson, told Bloomberg News this week that he would try to block any deal he considers anticompetitive and that “consumers and laborers suffer in markets short of things that just affect short-term price and output.” If Couche-Tard’s takeover bid succeeds, it would be reviewed by the FTC, which splits antitrust enforcement in the United States with the Justice Department and reviews retail and gas station mergers. And while the agency is not currently investigating Couche-Tard’s proposal, it is monitoring the situation. Just last week, lawyers for Seven & i met with FTC staff at the commission’s request to update them on the potential deal’s progress, some of the people said. Both Couche-Tard and 7-Eleven have been involved in previous mergers where the FTC required divestitures and later accused the companies of violating the settlements – an indication the agency has continued to monitor both firms even after the deals. “A combination of Seven & i and Alimentation Couche-Tard would face significant antitrust hurdles,” Seven & i board directors Paul Yonamine and Meyumi Yamada wrote in a public letter earlier this month. Both companies have worked on putting together a divestiture package of more than 2,000 overlapping stores. “As responsible stewards of our shareholders’ capital, we will not blindly enter a transaction with no clear path to closing that could leave our company in a value destructive limbo for multiple years,” they said. Couche-Tard responded with a statement saying there is a “clear path to regulatory approval in the U.S.,” pointing out that the U.S. convenience store market is “highly fragmented, with over 150,000 stores nationally.” RBC Capital Markets analyst Irene Nattel said in a note to investors she expects Couche-Tard to “continue the courtship over the next eight weeks until the Seven & i annual general meeting on May 27, potentially reassessing thereafter depending on the outcome of the shareholder meeting.”

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3/20/2025

BP Activist Investor Urges Vote Against Chair Lund over Energy Transition

Reuters (03/20/25) Nasralla, Shadia

BP (BP) investor Follow This plans to call for a vote against Chair Helge Lund's reappointment at its April 17 shareholder meeting, claiming he should have offered investors a say on scrapping energy transition targets. In a strategy revamp in February, CEO Murray Auchincloss said BP would slash spending on renewables and boost investment in oil and gas, an overhaul of the group's 2020 strategy which had foreseen a 40% cut to its oil and gas output by 2030. Shareholders have not been offered a direct vote on the new strategy, which is Follow This's main point of critique. Follow This, which won 20% support for its climate resolutions at BP's 2021 annual general meeting and 17% in 2023, this year swapped filing a resolution for urging a vote against Lund on governance grounds. "We don't want the chair to resign," the group said in a statement on Thursday. "We want him to heed the message that he has crossed a governance line and retrace his steps by offering shareholders a vote." A BP spokesperson said: "We engage extensively across our shareholder base – and have done so following 26 February. Based on our engagement, the majority of shareholders are not calling for an advisory vote on our plans. "In the meantime, we will continue to engage and provide disclosure on our plans through our annual reporting materials. Our ambition remains to be a net zero company by 2050 or sooner." More than 88% of the group's shareholders backed former CEO Bernard Looney's plan to cut oil and gas output and invest billions in renewable power at a 2022 vote offered by BP. Most of these goals have been all but dropped, raising complaints from other shareholders that they were not given a say. A group of investors with around 5 trillion pounds ($6.48 trillion) under management or engagement sent a public letter to Lund in February to demand a vote on BP’s approach to climate governance and capital expenditure. While climate-focused investors are unhappy at BP abandoning most of Looney's plans, BP's share price has shown that the 2020 strategy had failed to convince a broader investor base. Over the last five years, BP's shares have risen around 88%, while Exxon (XOM) had soared 246% and Shell (SHEL) 168% as of Wednesday. Pressure is also rising since Elliott Management, which has led campaigns at companies including Marathon Petroleum (MPC), Hess (HES), and Honeywell (HON) built a near 5% stake to become one of BP's largest shareholders, Reuters has reported, citing sources.

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3/20/2025

Investor Group Calls for Strategy Shift as Amarin Shares Continue to Flounder Post-Sarissa Capital Takeover

Fierce Pharma (03/20/25) Becker, Zoey

Sarissa Capital won control over Amarin’s (AMRN) board two years ago on a campaign of increasing value for shareholders. But after another year of lackluster sales and declining share prices, another activist investor group could be looking to spark some changes at the company. Bradley Radoff and managing director of JEC Capital Partners Michael Torok have collectively obtained 15 million shares of Amarin stock, or around a 3.6% stake in the company. The duo penned a letter to Amarin’s Sarissa-controlled board as a “concerned shareholder group,” calling for an immediate strategic review and a public response. The complaint comes after Sarissa successfully won shareholders’ support to replace seven of Amarin’s board members with its own appointments back in February 2023, bringing an end to a months-long heated back-and-forth. Shortly after winning dominance over the company, the newly-created Sarissa board pledged that it had “begun the hard work of creating value for shareholders.” But two years later, Radoff and Torok argue that that promise had not been delivered on. At the time of the Sarissa takeover, the company’s share price was trading at $2.03. Now, shares are hovering at $0.43, representing a freefall of nearly 80%, the investors pointed out. The shareholder group also highlighted a share buyback plan of up to $50 million that the company announced last year. However, with no mention of the previous plan, Amarin instead went for a ratio change of its American Depositary Shares, or a 1-for-20 reverse split, to maintain its Nasdaq listing. Despite the reasoning, the move “does not inspire confidence, as reverse splits typically have a negative effect on a stock’s future price,” Radoff and Torok noted. The investors urged the company’s board to “immediately announce and run” a strategic review process and emphasized that it should respond publicly, given “the commitments you and Sarissa have made to shareholders.” Sarissa took a stake in Amarin years ago to try and revive the company after a loss of patent protection for its sole product, fish-oil-derived heart pill Vascepa, sent sales plummeting. The activist investor took issue with Vascepa’s slow European launch and “spending mismanagement,” while Amarin at the time argued that despite its issues, Sarissa is “not the answer.” Despite Amarin’s efforts, Sarissa ultimately won control of the company and quickly initiated a restructuring that chopped off about one-third of the company through 120 layoffs. The company is now on its third CEO in just two years after Karim Mikhail left his post following the Sarissa takeover and his replacement Patrick Holt stepped down in June. Amarin’s total net revenue in 2024 added up to $204 million in a 28% decline from the prior year’s $285 million haul. But the company believes that its current cash, investments and other assets are “adequate to support continuing operations for the foreseeable future,” it said in an earnings release. For now, the drugmaker is still looking at opportunities to get Vascepa “into the hands of as many at-risk patients as possible.” Radoff and Torok recently called for change at Atea Pharmaceuticals (AVIR) in a similar “concerned shareholders” letter.

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3/20/2025

Carronade Says Dramatic Change Needed at Cannae Holdings to Halt Persistent Underperformance and Egregious Governance Practices

Globe Newswire (03/20/25)

Carronade Capital Management, LP, which beneficially owns approximately 2.9 million shares of Common Stock of Cannae Holdings, Inc. (CNNE) and is one of the Company’s top five shareholders, today announced it has issued a letter to Cannae’s Board of Directors and nominated four independent director candidates for the four Board seats up for election at the Company’s 2025 Annual Meeting of Shareholders. Carronade Capital believes Cannae’s total shareholder return and corporate governance can be meaningfully improved, and significant opportunities exist to unlock substantial value for all shareholders. "We believe Cannae can halt persistent underperformance and restore shareholder confidence by improving capital allocation and unlocking portfolio value through spin outs or buybacks, reducing overhead costs and aligning management incentives, and establishing corporate governance and accountability," the firm states. "If decisive action is taken, we believe that Cannae equity could have a share price upside of at least 50% as a result of activities initiated by year end." Carronade’s four nominees are Mona Aboelnaga, Benjamin Duster, Dennis Prieto, and Cherie Schaible. "We remain committed, engaged investors in Cannae due to our conviction in the significant opportunity for value creation that will flow from implementing achievable actions to unlock value, outlining a clear corporate strategy, establishing governance, and restoring investor confidence," the letter concludes. 'We repeat our request to meet in-person with the Board, including non-management directors, to discuss these proposals in more detail and explore a consensual solution that is in the best interests of all shareholders. If meaningful changes are not enacted, we are prepared to take our case to shareholders so that they have the opportunity to vote for directors who they believe will best prioritize their interests and ensure accountability in the boardroom."

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3/20/2025

Delaware Corporate Law Overhaul heads to Final Vote amid Criticism it Favors Billionaires

Reuters (03/20/25) Hals, Tom

Delaware lawmakers are expected to vote as soon as next week to overhaul the state's corporate law to protect its business-friendly reputation, but opponents have called the bill a giveaway to billionaires. The bill makes it hard for investors to sue over certain transactions involving controlling shareholders, such as buying a controlling shareholder's business, if the deal follows certain steps. It also applies to deals with board members and executives, but will not impact existing rules for a takeover of the company by the controlling shareholder. The proposed legislation has politicized the normally sleepy annual process of tweaking the state's corporate code. Attorneys who represent shareholders have dubbed it "the billionaire's bill" and have launched a public campaign against it. Opponents had expected a vote on Thursday, although the leadership of Delaware's House of Representatives had not committed to a schedule. A spokesperson for the House Democrats, who control the chamber, said a vote is now likely on Tuesday but could change, and sources said both sides were trying to line up support. Two-thirds of House members must approve the bill for it to pass. The bill, known as SB 21, is being considered amid concerns of a "DExit" stampede by companies from one of the country's smallest and least populated states. While other states are trying to attract incorporations, Delaware still remains home to most large public companies and related fees generate 20% of its budget revenue. Under the proposed bill, if a deal is approved by a board committee that has a majority of independent directors or by a vote by public shareholders, investors cannot challenge it in court. Currently, litigation can only be avoided if both steps are used and the committee must be entirely made up of independent directors. The bill also makes it harder to challenge whether a director is independent. It defines "controlling shareholder" and limits records available to shareholders who want to investigate a deal for conflicts.

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3/24/2025

Opinion: RWE’s Brush with Activism Could Prove Short and Sweet

Financial Times (03/24/25) Thomas, Nathalie

Not all activist campaigns are equally highly charged, notes Lex columnist Nathalie Thomas. Some cage-rattling shareholders launch all-out political campaigns, demanding complete strategic overhauls. Others are defused with relatively minor concessions. "Markus Krebber, chief executive of German utility RWE (RWEG), has a chance to make sure his experience is of the latter type," suggests Thomas. Elliott Management, which has built a near 5% exposure to RWE, on Monday called on Krebber to “significantly increase and accelerate” the utility’s €1.5 billion share buyback to address its “persistent undervaluation.” RWE is one of several European energy companies engaged by the hedge fund; it also has a near 5% stake in BP Plc (BP). "In RWE’s case, this should not be a long drawn-out affair," says Thomas. "Much of what the market disliked about the 127-year-old German company is already on the way to being fixed." For example, the phase out of its legacy coal plants in Germany, planned for 2030, is one step in the right direction, according to Thomas. "These were getting in the way of RWE’s reinvention as a gas-and-renewables electricity generation business, and contributed to its persistent undervaluation." The company's enterprise value is currently 6.1 times forecast 2025 ebitda on FactSet estimates, a discount of roughly 30% compared to a basket of European renewables and utility peers. Another problem is that RWE was slower than many rivals to trim its capital expenditure plans after the tide turned against renewables. It took until last November to initiate a pullback on its target to invest €55 billion in green technologies globally between 2024 and 2030. "If one thing remains up for debate, then, it’s what RWE will do with its surplus cash," Thomas writes. "At its full-year results last week, it clarified that it would slash €10 billion from its investment plans between now and 2030 — roughly 25% of what it had intended to spend — but offered no clarity on when or whether those savings might come back to investors in the form of increased share buybacks." It might just be a question of timing. RWE has already committed €7 billion to capital expenditure this year. There will be more flexibility in how the group can allocate capital from next year, Krebber insisted. RWE also intends to sell some assets, so the eventual amount of cash it has to play with may change. "Once the idea of cash returns takes root in investors’ minds, though, it is hard to dislodge," Thomas concludes. "Krebber could do worse than step up RWE’s buyback plans, at least while he works out how to nip this particular activist campaign in the bud."

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3/19/2025

Delaware’s Status as Corporate Capital Might Be on the Line in a Fight over Shareholder Lawsuits

Associated Press (03/19/25) Levy, Marc

Delaware is trying to protect its status as the corporate capital of the world amid fallout from a judge’s rejection of billionaire Elon Musk’s Tesla (TSLA) compensation package, although critics say fast-tracked legislation will tilt the playing field against investors, including pensioners and middle-class savers. A Delaware House committee was expected to vote Wednesday on the bill, which is backed by Democratic Gov. Matt Meyer who says it’ll ensure the state remains the “premier home for U.S. and global businesses” to incorporate. Backers say it’ll modernize the law and maintain balance between corporate officers and shareholders in a state where the courts, for a century, have settled all sorts of business disputes as the legal home of more than 2 million corporate entities, including two-thirds of Fortune 500 companies. Critics — including institutional investors, pension funds and asset managers — say it’ll lower corporate governance standards, curb shareholder rights and, as a result, limit the ability to hold corporate officers accountable for decisions that violate their fiduciary duty. The bill passed the state Senate unanimously last week. A Delaware judge last year invalidated Musk’s compensation package from Tesla that was potentially worth more than $55 billion. Lawyers for shareholders had sued over the package that Tesla’s board of directors awarded Musk in 2018. Chancellor Kathaleen St. Jude McCormick said it was developed by directors who weren’t independent of Musk and approved by shareholders who had been given misleading and incomplete disclosures in a proxy statement. The ruling bumped Musk out of the top spot on Forbes’ list of wealthiest people, although he has since climbed back up. Musk and Tesla are appealing in the state Supreme Court. But Musk unloaded on Delaware, saying “Never incorporate your company in the state of Delaware” and instead recommended competitors Nevada or Texas as destinations. Now, lawmakers are being warned by corporate lawyers that their clients are considering heading to the exits — making a “Dexit,” as it’s been dubbed — and that startups are being advised to incorporate elsewhere. Must took his own advice, moving Tesla’s corporate listing to Texas after a shareholder vote and his companies SpaceX to Texas and Neuralink to Nevada. Backers of the bill say corporate unrest had been simmering the past couple years over various Delaware Supreme Court decisions in corporate conflict-of-interest cases and that Musk inflamed the discontent. The fallout seemed to accelerate in recent weeks when the Wall Street Journal reported that Meta Platforms (META) — the parent company of social media platforms Facebook, Instagram and WhatsApp — was considering moving its incorporation to Texas. Meta didn’t confirm the report. DropBox (DBX), the online file-sharing platform, moved its corporate listing to Nevada, and Bill Ackman, founder of Pershing Square Capital Management, a major hedge fund, said he’d leave Delaware, too.

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3/19/2025

Opinion: Shell Might be BP and UK Government’s White Knight

Reuters (03/19/25) Bousso, Ron

In this new era of energy nationalism, the British government will want to keep an oil and gas company like BP Plc (BP) based in the country, but it may ultimately need the help of another UK energy giant to do so. London-based BP is currently in dire straits, struggling to get back on its feet following a flawed attempt to veer away from fossil fuels to renewables. BP shares have sharply underperformed peers since 2020, and investors appear unconvinced by CEO Murray Auchincloss' fossil fuel-focused strategy reset, opens in late February, judging by the shares. Things got more difficult when Elliott Management built a 5% stake in BP in recent months. The fund is reportedly pushing for further changes, from a shake-up of the board to deeper asset sales and spending cuts. Meanwhile, rumors have swirled in the industry and across financial media about other companies that may seek to acquire BP as part of their growth strategies. The financial logic behind an acquisition by a U.S. rival or a Gulf national oil company is clear. For all of BP's current struggles, the company has a strong portfolio of oil and gas assets, including in the U.S. onshore shale basins and the Gulf of Mexico, Brazil, the North Sea and the Middle East. It also has a leading trading business and well known retail brand. It produced 2.36 million barrels of oil equivalent per day last year, generating $8.9 billion in net profit. This large global footprint makes BP a valuable asset for Britain. Western liberal democracies that do not have state-controlled energy or infrastructure champions must rely on close cooperation with private sector companies to further their national interests around the world. BP helps the UK do just that. This soft power was recently on display when British Prime Minister Keir Starmer highlighted, opens BP's agreement with Iraq to invest billions in new oil, gas, power and renewables projects in the country following a meeting with his Iraqi counterpart Mohammed al-Sudani in London. The UK government will be loath to lose such influence by letting BP be snapped up by a foreign rival. Moreover, energy security is now, perhaps more than ever, a key element of national security. Russia's invasion of Ukraine in 2022 led to a surge in European power prices and disrupted global energy flows, putting a harsh spotlight on the importance of having access to abundant sources of energy and large domestic operators. European governments have since slowed their energy transition plans and are reconsidering the importance of domestic oil and gas production. The need for a strong national energy policy is especially important following Donald Trump’s return to the White House. His administration’s transactional, strong-arm approach to diplomacy has involved pressuring countries to make large-scale investments, such as oil and gas projects. Trump himself took a swipe at Britain’s energy policy, urging the UK to “open up” the North Sea to oil and gas exploration and scrap wind farms. And BP is a major investor in the United States. It directed around 40% of its $16.3 billion capital expenditure in 2024 to the U.S., where it produces around a third of its oil and gas, has two refineries and is a major buyer of U.S. liquefied natural gas. The UK won’t want to lose this leverage. While the British government will not be able to prevent other companies from putting forward bids for BP, it does have the power to block any such deal on energy security grounds under the National Security Investment Act. But it will be hard for the government to fight market forces for long if BP remains in a weak financial position. The obvious solution would be to encourage Shell (SHEL), the other British energy giant which moved its headquarters from The Hague to London in 2022, to step in and acquire BP. Such a combination could enable the UK to retain many of the industrial, financial and national security benefits BP brings. On paper, Shell, with a market cap of around $210 billion, should have no problems acquiring its smaller $90 billion rival. A combination would take years, however, and is bound to face tough anti-trust hurdles in many countries, first and foremost in the United States, where both companies have a large footprint. Shell would probably need to sell some assets to avoid overlaps between the two businesses. There’s just one problem: Shell likely has little interest in such a deal. A mega-merger of this scale does not align with the ethos of CEO Wael Sawan, who is focused on cutting costs and narrowing the business’s focus to liquefied natural gas and trading. But in this new era of growing nationalism and industrial policy a call from 10 Downing Street might be coming soon.

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3/18/2025

Goldman, McKinsey See Quest for European Champions Driving M&A

Bloomberg (03/18/25) Nair, Dinesh

Europe could emerge as a rare bright spot in global M&A, as geopolitical tensions with the US and trade tariffs propel companies in the continent to consolidate, according to some of the region’s top advisers. Market volatility induced by White House rhetoric has dampened optimism among bankers that were expecting a banner 2025, and the volume of global mergers and acquisitions has fallen 8% this year, according to data compiled by Bloomberg. However, there are reasons for less pessimism in Europe, senior executives at Goldman Sachs Group Inc. and consulting firm McKinsey & Co., said on the sidelines of their M&A conference in London last week. “This could be the moment for Europe to pick up momentum,” Andre Kelleners, Goldman’s co-head of investment banking in Europe, the Middle East and Africa, said in an interview. “The implications of what is happening geopolitically, with the U.S. retrenching, could have a positive impact for the region.” Global M&A volume could rise another 10% to 15% this year, mostly driven by corporate activity, with a significant uptick likely in the later part of the year, Woehrn said. Companies are still keen to grow through acquisitions in the longer term, said Michael Birshan, who co-leads McKinsey’s strategy and corporate finance business globally. Around two-thirds of the senior executives polled by the consulting firm expects to do more M&A this year than in 2024, he said. “The mood is still optimistic to dealmaking,” Birshan said. Some of the factors that were hindering dealmaking — such as rising interest rates — have improved in recent months, according to Mieke Van Oostende, who co-leads McKinsey’s M&A practice globally. “Unpredictability and the fact that in 48 hours we can go from one extreme to another and vice versa does not help activity,” she said. “Yet, history tells us this pause will hopefully not last for long. Uncertainty in M&A has become the new normal.” Corporate breakups are also driving one of the biggest M&A trends in globally, a trend that’s been exacerbated by activist investors. Last year, there were 39 separation announcements globally, a 30% increase over the five-year average, according to a presentation to clients by Goldman Sachs at the London conference. More than half of the separations happened outside the US, with Europe leading the way. Activists are deploying billions of dollars into single campaigns, said Avinash Mehrotra, global head of activism and co-head of Americas M&A at Goldman Sachs. An increased proliferation of newly launched funds, which are mostly spinoffs from more established players, is further fueling activity, he added. Elliott Investment Management in the past year has launched campaigns at major companies such as BP Plc (BP) and Honeywell International Inc. (HON). The latter agreed to split into separate publicly traded companies following pressure from the activist. BP has pledged to divest its $10 billion Castrol business and shrink investments in renewables but Elliott has said that strategy fell short of its expectations. “Already this year, activists are becoming more aggressive,” Mehrotra said. “These funds are not going to easily retreat from campaigns.”

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3/16/2025

Proxy Season Could See More Activism Aimed at Consumer Companies

MarketWatch (03/16/25) Escobar, Sabrina

Consumer companies are expected to continue to receive heavy engagement from activist investors this proxy season, according to a report from Barclays. The past three years have been the busiest on record for shareholder activism, with an average of 236 such campaigns a year versus a prior three-year high of 223 campaigns from 2017 to 2019, Barclays reports. Consumer-facing companies like Costco Wholesale and Macy's are ripe for activism for reasons ranging from changing consumer behavior in the wake of the pandemic to companies' widespread name recognition that makes them inviting targets for groups looking to garner attention. Much of the action in the past three years was centered on the consumer-discretionary sector. Changing consumer behavior in the wake of the Covid-19 pandemic has hurt many companies' performance, sharpening the difference between the sector's winners and losers. The companies' widespread name recognition among consumers also makes them inviting targets for groups looking to garner attention, either for themselves or their causes. The coming proxy season could force engaged companies to navigate increased financial pressure or enhanced reputational risk. That could mean more volatility in their shares, but also the potential for gains if positive changes are imposed or otherwise take hold. Institutional activists such as hedge funds and other investment firms are often drawn to companies in sectors in flux or prone to disruption, says Christopher Couvelier, a managing director in Lazard's Capital Markets Advisory group, focusing on activism preparedness and defense. That describes the consumer-discretionary space in the past five years. The pandemic ushered in new consumption patterns, such as an increased preference for online shopping and mobile ordering at restaurants. It also created challenges, including staffing shortages, fluctuations in consumer demand, and supply-chain snafus that have yet to be untangled. “All of these have put a lot of pressure on these businesses, and their performance is going to come under the scrutiny of activists,” says Robert Marese, president of MacKenzie Partners, a proxy campaign advisor. Other factors could also lead to stepped-up activist activity this year and next. For one, Wall Street hopes the Trump administration will ease regulations on mergers and acquisitions sometime later this year, after several years of government hostility to deals. That could give activists renewed confidence to call for more mergers, sales, and spin offs, particularly if private-equity firms come back to the table. If conditions improve, Couvelier expects to see more activists approach companies after having discussed a buyout with financial sponsors. He also expects more to team up with private-equity investors on transactions, much as the activist firm Arkhouse Management and asset manager Brigade Capital Management tried to take Macy's (M) private last year. “The return of financial sponsors…could be a game-changer,” Couvelier says. “They are sitting on massive heaps of dry powder and we know they've maintained their dialogue with activists even while they've been sitting on the sidelines.”

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3/13/2025

Irenic Capital Quickly Gains Ground

Institutional Investor (03/13/25) Taub, Stephen

Since Adam Katz formed Irenic Capital Management with Andy Dodge in 2021, the firm has engaged in a flurry of public activist campaigns in just the past year or so. Irenic has yet to earn the kind of name recognition enjoyed by other activists such as Nelson Peltz of Trian Fund Management, Jeffrey Smith of Starboard Value, and Paul Singer of Elliott Management. But it is starting to be taken seriously on both sides of the Atlantic. Investors have certainly noticed. Since the firm launched with $335 million, assets under management have swelled to $1.4 billion, according to an investor. This includes about a half-dozen co-investment vehicles for investors to participate in specific deals. A big chunk of these assets is new capital, and not attributable to a rise in performance. Irenic’s hedge fund, launched in August 2022, was up 14% in 2023, its first full year, and 19% in 2024, the investor says. In the first two months of this year, it rose less than 2%, better than the broad market. The fund has little correlation to the overall market, with a beta of just 0.2, or a 20% overlap with the S&P 500’s movement. Katz graduated from Harvard in 2007 and co-launched a woman’s e-commerce company, FabFitFun, that was subsequently backed by Kleiner Perkins, NEA, and Upfront Ventures. He returned to Harvard and earned an MBA from the business school and a JD from the law school while continuing to run the business through 2011. After passing the bar, Katz joined Elliott Management’s situational investing group, a catchall group that included everything from special situations to sovereign credit and private equity, as well as activism and distressed. In 2023, he was named one of ten II Hedge Fund Rising Stars. Irenic had its first foray into activism just two months after the 2022 launch, when it opposed the Murdoch family and News Corp’s (NWSA) reported plan to recombine with Fox Corp., which was ultimately scrapped. More recently, Irenic has built a stake of slightly less than 30% of U.K.-based FD Technologies (FDP). In the U.K., if investors own 30% or more of a company, they are required to make a tender offer for the rest of the shares. But a year ago, the company split into three different businesses and recently sold its consulting business. It plans to remain just a software company. Also in 2024, Irenic nominated Katz and another individual to the board of directors of the Barnes Group, which is in the industrial and aerospace businesses. Two months later, the company named Katz to the board and entered into a cooperation agreement with the hedge fund firm. Later in the year, Apollo Funds agreed to purchase Barnes in an all-cash transaction valued at $47.50 per share, a deal that was completed in January 2025. On the heels of the third-quarter 2023 earnings reports, with the fund’s cost basis in the mid-20s, Irenic had bought share as low as $19.20 apiece. In another activist engagement, it was reported early last year that Irenic had built a stake of nearly 5% in Forward Air (FWRD) and sent a letter to directors urging it to engage in a strategic review, including possibly selling the company. Forward Air later said it had hired two investment banks, and in January 2025 its board initiated a strategic review, which potentially includes selling the company or entering a merger agreement, according to a company press release.

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3/12/2025

Competitors are Circling Southwest After the Airline Announced it's Going to Start Charging for Checked Bags

Business Insider (03/12/25) Goel, Shubhangi

Southwest Airlines (LUV) is getting rid of its hallmark free baggage policy, and competitors say it's a good thing for them. The CEOs of United Airlines (UAL) and Delta Air Lines (DAL) said on Tuesday that Southwest's change could lead some price-sensitive customers to switch airlines. United's Scott Kirby said that the Texas-based carrier's elimination of its free bags perk was like "slaying the sacred cow." "It will be a really big deal for Southwest," Kirby said at the JPMorgan industrials conference. "It would be good for everyone else." Delta's Ed Bastian made similar comments at the conference. "Clearly, there are some customers who chose them because of that, and now those customers are up for grabs," Bastian said. Airlines compete closely for US domestic market share. Delta had 17.7% of the share, Southwest had 17.3%, and United had 16% of the domestic market share for the year that ended in November 2024, according to the Bureau of Transportation Statistics. Ancillary fees, which are extra charges for non-essential add-ons like seat selection, in-flight meals, and baggage, have become an increasingly important revenue source. United reported it made $4.5 billion in ancillary fees in 2024. On Tuesday, Southwest announced it was changing its "bags fly free" policy to only apply to select premium members from May 28. It said that customers who don't qualify will pay for their first and second checked bags. In July, Southwest's CEO Bob Jordan said that after fare and schedule, checked bags were the "number one issue in terms of why customers choose Southwest" and he reiterated the stance on checked baggage again in September. At Tuesday's JPMorgan conference, he said the change would spur Southwest credit card enrollments and add revenue. "We carry nearly two times the bags as compared to the competition, which is costly on many fronts," Jordan said. The move is part of Southwest's larger business overhaul as the company faces investor pressure after a series of lackluster earnings. Passenger volumes are below pre-pandemic levels despite strong travel demand. Southwest's stock is down 26% in the last five years, while United is up over 80%. In July, Elliott Investment Management, which built up an 11% stake in the company, said the airline's decades-old strategies weren't working. The investor called for an overhaul of management and the board of directors. In October, Southwest added six directors from outside the company as part of a deal with Elliott. In July, Southwest abandoned its other famous policy — free seating — and replaced it with basic economy fares and premium seats available for purchase. The company also laid off 15%, or about 1,750, of its corporate employees last month, breaking a decadeslong reputation of not having mass layoffs. Southwest's stock is down 9% so far this year.

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3/10/2025

Firms Urged to Follow Sony in Defending Against Activist Investors

Pulse - Maeil Business News Korea (03/10/2025) Woo, Su-min; Yoon, Yeon-hae

Activist funds in South Korea and abroad are shifting their focus towards Korean companies from U.S. and Japanese companies. They see increasing opportunities to intervene as many Korean companies hold substantial assets but struggle with stagnant stock prices. Experts warn that if Korean companies do not take proactive measures, such as selling off non-core assets and expanding shareholder returns, as Japan’s Sony Group Corp. (6758) did, they may risk becoming targets of activist campaigns. According to sources from the financial investment industry on Sunday, Sony, a multinational conglomerate, has seen its stock price rise more than 8% since the beginning of 2025. The increase notably comes amid a more than 6% drop in the Nikkei 225 index during the same period. Sony shares also hit their highest level (adjusted for stock splits) since the company went public in 1958 in February 2025. Sources attribute this outstanding performance to over a decade of the conglomerate’s corporate restructuring in response to activist fund pressures. Japan is the second most active country in the world after the United States in terms of activist campaigns. U.S.-based Third Point LLC acquired a 6.3% stake in Sony in 2013 and demanded that the conglomerate spin off and list its lucrative entertainment division. But Sony instead chose to focus on its core entertainment business by selling its PC division - known under the VAIO brand - to Japan Industrial Partners Inc., a fund specializing in corporate restructuring, the following year. It also spun off its TV business into a separate subsidiary. Sony sold its payment processing unit, Sony Payment Services Inc., to U.S. private equity firm Blackstone Inc. in 2023. Experts advise that companies should proactively enhance their fundamental corporate value by making strategic choices and focusing on core competencies. History shows that many companies suffered under activist funds that prioritize short-term gains over long-term growth.

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3/9/2025

Korean Firms on Alert as Shareholder Activism Hits Record Levels

The Investor (South Korea) (03/09/25) Kim, Hae-yeon

South Korean listed companies are increasingly wary of the growing influence of minority shareholder activism, fearing it could lead to excessive management interference and short-term profit-driven demands. As the annual general shareholders meeting season approaches, shareholder activism is intensifying like never before with a noticeable shift in dynamics, according to the Korea Chamber of Commerce and Industry (KCCI). A KCCI survey revealed Sunday found that 120 out of 300 listed companies had experienced shareholder engagement over the past year. Shareholder engagement includes various activities aimed at directly influencing corporate governance, such as direct dialogue with management, shareholder letters and proposals. While institutional investors such as pension funds and private equity firms previously led these efforts, retail investors are now taking the forefront, the study showed. Among the 120 companies that reported shareholder engagement, 90.9% identified individual shareholders or coalitions of small shareholders as the primary participants. This was followed by pension funds at 29.2% and private equity and activist funds at 19.2%. Over the past decade, the proportion of shareholder proposals initiated by individual shareholders or shareholder alliances has nearly doubled, rising from 27.1% in 2015 to 50.7% in 2024, based on the electronic disclosure system. "Shareholder engagement was once considered the exclusive domain of activist funds, but with individual shareholders now taking the lead, we are witnessing a new phase in shareholder activism," said Kang Seok-gu, head of KCCI’s research division. "Companies should actively engage in dialogue with general shareholders when their demands are reasonable. At the same time, policies that hinder shareholder returns, such as cooperative taxation regulations, need to be improved." When companies were asked about the specific demands raised through shareholder engagement, the most common requests included dividend increases (61.7%), share buybacks and cancellations (47.5%), appointment or dismissal of executives (19.2%), amendments to articles of incorporation such as the introduction of cumulative voting (14.2%) and other governance-related issues (10.8%). Regarding proposed amendments to the Commercial Act set to be reviewed by the National Assembly, 83.3% of listed companies anticipated that shareholder engagement activities would increase if the amendments were passed. KCCI noted that many companies are concerned about the potential consequences of these amendments, fearing they may provide a legal basis for excessive shareholder activism. At the same time, the existing legal framework already ensures sufficient shareholder rights through shareholder proposals and derivative lawsuits, so any expansion of directors’ responsibilities should be approached with caution, the report analyzed. Looking at the long-term impact of rising shareholder activism, 66% of companies expressed concerns, citing increased conflicts between boards and shareholders due to excessive management interference (40.7%) and disruptions to large-scale investments and R&D projects caused by short-term profit-seeking (25.3%). On the other hand, 31% of respondents viewed shareholder activism positively, expecting it to enhance governance structures, improve management efficiency and increase transparency.

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3/6/2025

Dealmakers in Wait and See Mode, Expect M&A Pace to Pick Up Later in 2025

Reuters (03/06/25) Summerville, Abigail; Vinn, Milana; Herbst-Bayliss, Svea

Facing unexpected market volatility and geopolitical uncertainties, normally optimistic dealmakers are sounding a more cautious note for the coming weeks and months but are confident the pace of mergers and acquisitions will pick up later this year. "Our clients are waiting and seeing to see how things work out," said Paul Weiss partner Scott Barshay, one of Wall Street's most prominent dealmakers. "We are busy ... It's hard to see the year ending on a slow note," he said, adding that large deal announcements should start popping up within the next few months. Top M&A lawyers, bankers, proxy advisors, and proxy solicitors gathered on Thursday and Friday in New Orleans for the 37th annual Tulane Corporate Law Institute conference to discuss trends in the industry and highlight upcoming concerns. Attendees described a current chill on dealmaking, attributing it to a lack of predictability coming from Washington. M&A activity in the U.S. during the first two months of this year was the slowest in more than two decades, with only 1,172 deals worth $226.8 billion through Friday, according to data compiled by Dealogic. That was down by about a third from the same time last year by both volume and size and the slowest open by volume since 2003. Jennifer Muller, managing director and co-head of investment bank Houlihan Lokey’s board advisory and opinions practice, said that a few months ago, consensus estimates pegged M&A deal volume in 2025 at $3.5 trillion versus $3 trillion last year. "Given the rocky start, that may be harder to achieve. And in this case, when I say may, I actually mean will," Muller said during a panel. Potential sellers have become increasingly nervous, especially as the VIX CBOE Volatility Index, known as Wall Street's fear gauge, reached 24.41 on Thursday, which is considered elevated. Muller still sees deal opportunities in certain sectors like technology, energy, and financials. Other speakers at the conference said the current situation, where the main U.S. S&P stock index drifted into negative territory for the year, feels more like a pause versus a severe drop off in activity. Lawyers said they remained busy in laying the groundwork for mergers and said companies were still interested in hiving off units that no longer fit and that there was plenty of money available to finance dealmaking. Private equity firms and demands from activist investors are expected to provide a good dose of fuel for dealmaking at a time more corporations are bracing for costly and noisy fights with shareholders who are pushing for changes.

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3/6/2025

Former ISS Executive Cristiano Guerra Gives a Proxy Prognosis

Bloomberg (03/06/25) Tse, Crystal

Cristiano Guerra recently left Institutional Shareholder Services after more than a decade at the influential proxy adviser to join Strategic Governance Advisors, a consultancy backed by FGS Global. In an interview with Bloomberg, Guerra discussed how a seemingly obscure SEC rule change may have a big impact on relations between companies and their investors. In short, passive investors like BlackRock are required to use a 13G filing to disclose their holdings. But if they mention certain issues regarding the company’s board, they will have to switch to a 13D filing used by activist investors. "Companies and activists going to ISS will find a lot of consistency in the team that’s in place," said Guerra. "As a whole, the team has a very solid tenure. Particularly in the last few years, having spent so much time critiquing the succession plans of various companies, the least I could do is to make sure my own succession plan was well thought out." When asked what the SEC’s new dos and don’ts for 13G filers mean for company engagement, Guerra said "I'm still trying to understand the purpose of this. I don't know who really benefits: Investors are now handcuffed by how they can engage with companies. How are they able to cast a fully informed vote unless they can engage? Companies also stand to lose a lot. They lose that open line of communication with their investors that allows them to counter arguments that are proposed by activists, or to present their story in a way that promotes dialogue and inspires trust. The rule simply handicaps the ability to have a robust line of communication." He added that "a lot of people may be jumping to the conclusion that this is the end of engagement. I wouldn't have the knee jerk reaction that this would do that. Institutional investors will at first be very cautious not to be perceived as guiding the conversation one way or another. But some of these institutional investors have built out teams with a dozen or more analysts, whose job is to engage and understand what companies are really trying to do; to assume that they'll just throw up their hands and get rid of this infrastructure seems unlikely." Guerra noted that the new rules put the onus on companies to present their story to investors in a much more proactive manner, with a clear narrative to address any questions that investors may have. What it curbs is the ability for investors to guide the discussion. It doesn't prohibit them from asking follow-up questions, but makes them leery to set the agenda and lay out what the priorities should be. He pointed out that "during my 15-year tenure at ISS, we went through five different owners, from private equity firms to publicly traded companies, to now a German company. During that entire time, not once was I ever pressured to recommend a certain way. There's simply no influence from external forces. The owners have always respected the integrity of the research process. At the end of the day, ISS and Glass Lewis exist because investors want them to exist." Guerra cites a slight uptick in activism in the past year, "though there was still a bit of 'wait and see' in regard to possible changes by the new administration, as many people likely expected more sudden changes in terms of the regulatory regime. There's a pent-up appetite for activism, as a lot of funds are trying to deploy capital. These days, the path for activism is so clearly laid out that there's no longer a barrier to entry. Before, you used to see only activists like Icahn, Ackman, etcetera, targeting major companies; now you see funds that we've never heard of running pretty significant fights."

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3/5/2025

Why UK and European Corporates are Building Investor Relations Capabilities in the U.S.

IR-Impact.com (03/05/25) Yasar, Oskar

In an increasingly interconnected global economy, many UK and mainland European corporates are strategically expanding their investor relations capabilities beyond their home market. In the UK, a growing trend among FTSE-listed companies is the establishment of dedicated IR teams in the US, reflecting a shift in how UK firms engage with global capital markets. This move is driven by several key factors, including access to a broader investor base, the unique structure of the U.S. capital markets, and the evolving expectations of international investors. The U.S. equity market is the largest and most liquid in the world, with institutional investors managing trillions of dollars in assets. Many UK corporates recognize the opportunity to attract new sources of capital by enhancing their presence in the U.S. Establishing an IR team in the US enables companies to build deeper relationships with American institutional investors, hedge funds, and pension funds, which may not be actively covered by London-based IR functions. The structure and operational dynamics of U.S. capital markets differ significantly from those in the UK and Europe. In the U.S., investor engagement tends to be more proactive, with companies expected to provide regular guidance, host investor days and maintain continuous dialogue with shareholders. The presence of a local IR team allows foreign corporates to adapt to these expectations seamlessly. Moreover, the US market has a larger proportion of activist investors who play an influential role in corporate governance and strategy. Establishing an on-the-ground IR team helps UK and European companies pre-emptively manage activist concerns, shape shareholder narratives and ensure alignment with evolving governance expectations.

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3/5/2025

Saudi Aramco Exploring Initial Bid for BP's Castrol Unit, Source Says

Reuters (03/05/25)

Saudi Aramco (2222) is in the early stages of considering a potential bid for BP Plc's (BP) lubricant business Castrol, according to a person with knowledge of the matter. BP has been exploring all options around its Castrol business, including a possible sale, as part of a strategic review. The business would be expected to be worth around $6 billion to $8 billion, Ashley Kelty, an analyst at Panmure Liberum, said in a note last week. News of Saudi Aramco's interest comes a day after the Saudi oil giant reported a drop in its annual profit and signaled it will slash its dividend payouts by nearly a third this year. BP said last week it was reviewing its lubricants business, Castrol, and targeting $20 billion in divestments by 2027. The divestment program is a key part of CEO Murray Auchincloss' strategy revamp to slash spending on renewables and increase BP's focus on oil and gas production to enhance earnings. BP, which has underperformed peers like Shell (SHEL) and Exxon (XOM), has come under increasing pressure to change strategy after news that Elliott Investment Management has built a 5% stake in the company. According to Elliott, BP would benefit from selling its Castrol lubricants and its network of service stations to unlock value and boost share buybacks. Aramco reportedly has not made a final decision on the structure of a potential bid for Castrol or whether it will proceed as deliberations are still in the early stage.

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3/4/2025

Southwest Airlines Promised to Take Care of Employees — Until It Couldn’t

Wall Street Journal (03/04/25) Sider, Alison; Cutter, Chip

Victoria Slavic started her seven-year career at Southwest Airlines (LUV) the way many hires do — parading down a red carpet at its Dallas headquarters to cheers from pompom-waving co-workers.  The technology manager’s job ended last month as she sat at home in front of her laptop. An executive delivered her termination notice on a scripted video call in listen-only mode. It lasted about seven minutes. For more than five decades, Southwest staffers — who call themselves Cohearts — didn’t have to worry about losing their jobs in tough times. The company touted its ability to avoid mass layoffs during new-hire orientations. That practice changed in February, when the airline cut about 1,750 jobs, or 15% of its corporate workforce, to rein in fast-rising costs. The layoffs are a watershed moment for an airline that credited its irreverent, we-are-family culture with much of its success. Having a “fun-luving” attitude — a nod to Southwest’s LUV stock symbol, its Dallas Love Field base and its early, love-themed marketing — is a workplace mantra. Top bosses long prided themselves on knowing the names of workers’ children and often send handwritten notes to mark life events and birthdays. Every Halloween, executives don elaborate costumes and departments transform workspaces into haunted houses and other attractions for thousands of staffers and families. Many spend months practicing for an accompanying sketch show. Southwest is making other changes once considered unthinkable. It is jettisoning hallmark policies such as open seating and its egalitarian cabins to chase higher revenue. The need to evolve has become urgent, as a business model that once upended the industry has fallen behind rivals. Last year Southwest faced down Elliott Investment Management, which tried to oust the airline’s top leaders and accused them of being insular and clinging to outdated strategies. A truce left Chief Executive Bob Jordan in charge but gave Elliott’s chosen directors several board seats and significant sway. Jordan is now under pressure to improve financial results. He outlined a plan to cut $500 million in costs by 2027. Hiring and promotions were put on ice. The festive rallies held for employees around the country have been scrubbed. The airline’s board now wants deeper and faster cost-cutting, according to people familiar with the matter, and the airline has said it is working to accelerate and exceed its target. Still, employees believed the airline’s commitment to avoid layoffs was sacrosanct. That belief was instilled by the company’s chain-smoking, Wild Turkey-drinking co-founder Herb Kelleher, who stepped down as chairman in 2008 and died in 2019.

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3/4/2025

Activist Pleads to ‘Bust Open’ Directors Club after Mounting Backlash to ASX Principles

The Australian (03/04/25) Korporaal, Glenda

Australia’s boards need to promote millennials and find directors from the Western suburbs of Sydney and Melbourne, according to Tanarra Capital founder John Wylie, who led a backlash against the ASX’s proposed corporate governance remake. “There’s a bit of a directors club in Australia,” Wylie told a business conference in Sydney on Tuesday. “I would like to see a busting open of the doors of the directors club to a broader range of people, so the diversity discussion becomes a broader one. Where are the people from the western suburbs... Where are the younger people on the boards of listed companies?” He said the average age of most directors of Australian public companies was over 50. “They are not digital natives,” he said. “Taking a broader view of diversity would be a good thing.” Wylie last month opposed a new set of corporate governance principles promoted by the ASX, which underscore the expectations around diversity and independence in boardrooms. He went as far as saying the market operator’s corporate governance council should be dismantled for trying to mandate prescriptive rules around the reporting of sexuality and disability. The activist investor also hit out at the increasing regulation of listed companies, warning that the number of companies listed on the ASX would continue to shrink unless the current “paternalistic approach” was cut back. “We need to get out of this paternalistic mindset around public companies,” he said. “There is a structural issue going on in capital markets where we are seeing the rise of private capital. There is $4 trillion in our superannuation system which is going to be $7 trillion. But on the ASX there are now fewer listed companies than there were 10 years ago. The listed market is going to continue to shrink. It’s bad thing for investors. We’ve got to try to get the ASX rules back to what is going to drive value for companies. With these prescriptive rules, there is a mindset of compliance in Australian boardrooms. Many of the boards of companies we talk to are just fed up with the compliance burden.” Wylie said the ASX itself needed to take back control over the development of its corporate governance principles. He said the ASX had set up a corporate governance council around 2002 in the wake of the collapse of HIH Insurance that was a “well-intentioned attempt” to improve the governance around listed companies. But he said the ASX Corporate Governance Council had since grown to a group that now had 19 different organizations around the table. “There are quite a lot of disparate agendas around the table,” he said. The proposed draft for the latest set of corporate governance guidelines was more than 63 pages. “By contrast, if you look at a company like Berkshire Hathaway, its governance principles amount to four pages,” he noted. “It has managed to be a pretty successful company over a very long period of time.” He said it was important for the economy to have a thriving listed stockmarket. “We would like to see a few simple principles in terms of allowing companies to determine their own corporate governance,” he said. The Tanarra investor said many company founders tended to be “misfits and nonconformists and people who don’t fit in nice boxes.” But he pointed out that the Magnificent Seven companies leading the US stockmarket which had produced “incredible value” for investors, were all founder-led companies. “The ASX needs to encourage founders,” he said. “That is not to excuse every particular thing which happens in every company, but we need to encourage founder-led companies on the ASX. We also need to have a greater ownership culture on Australian boards generally with non executive directors also owning more shares in companies.”

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3/3/2025

BlackRock’s ‘Woke’ Era Is Over

Wall Street Journal (03/03/25) Pitcher, Jack

When BlackRock (BLK) joined a U.N.-sponsored climate coalition in March 2021, sustainability groups were thrilled. Having the world’s largest investment firm on board instantly lent credibility to the Net Zero Asset Managers, an initiative committed to support the goal of net-zero greenhouse gas emissions by 2050. Dozens of major investment managers followed BlackRock’s lead. “BlackRock is proud to put its name behind this initiative,” Chief Executive Larry Fink said at the time. Nearly four years later, Fink was distancing himself. NZAM got a phone call on Jan. 9: BlackRock was out. Within days, the coalition was teetering. BlackRock’s departure from the coalition and its reversal this week on several diversity, equity and inclusion policies are the latest examples of the company’s retreat from advocating for issues related to environmental, social and corporate-governance factors. It has been gradually walking back its ESG initiatives for years after conservatives criticized the movement as being “woke” and legal risks grew. BlackRock’s recent actions show the reversal is almost complete, though the fallout might not be. The company has been able to maintain strong results throughout the controversy, reporting record inflows last year. Crucially, BlackRock has remained out of the crosshairs of President Trump, who has a personal relationship with Fink. Trump has publicly commended Fink for managing his money well in the past, and Fink and other BlackRock executives still have the Trump team’s ear on economic issues, according to people familiar with the matter. Fink, one of the loudest voices on Wall Street, had spoken out about the risks of climate change for the better part of a decade. Few think he was being disingenuous when he warned that “climate risk is investment risk” in 2020. But his $11.6 trillion firm, which was eager to discuss how it could lead on environmental and social issues just a few years ago, has largely abandoned such rhetoric after a series of congressional inquiries and red-state lawsuits. “This is hardball politics at its best, or worst, however you want to think about it,” said Mindy Lubber, CEO of sustainability nonprofit Ceres and one of the leaders of NZAM. The campaign against ESG began in earnest in 2022, with coordinated efforts backed by oil-and-gas lobbyists and Leonard Leo, a longtime leader of the Federalist Society. Anti-ESG groups made BlackRock, and Fink, the poster child for what they call “woke capitalism.” “This woke capitalism thing, two years ago, nobody had heard the term,” said Lubber. “I still can’t really tell you what it means, but it’s been very effective. One would be foolish not to say that.” Red states have passed dozens of anti-ESG laws. More than a dozen state attorneys general have targeted BlackRock over its ESG practices, and the Republican-led House of Representatives has subjected large asset managers to hearings and subpoenas. BlackRock’s recent withdrawal from the climate coalition came one day before a deadline for it to respond to the latest House probe. It demanded information from more than 60 U.S.-based asset managers regarding their involvement in NZAM, which the House Judiciary Committee calls a “woke ESG cartel.” BlackRock, and many legal observers, say the claims on which the state laws and lawsuits are centered are baseless. The company settled an ESG suit with the state of Tennessee in January without admitting wrongdoing or paying any money. Regardless of the claims’ merit, the anti-ESG movement has won major concessions as BlackRock works to distance itself from controversy. Its membership in climate groups was often cited as evidence in state lawsuits. The company’s PR efforts and public statements have changed markedly as well. Executives now rarely mention ESG issues, a favorite talking point just a few years ago. Recent communications have focused on BlackRock’s role as the largest steward of Americans’ retirement assets and how it can play a role in helping people save and spend their nest eggs. BlackRock’s ESG fund launches have ground to a halt. It hasn’t launched an ESG exchange-traded fund in the U.S. since the first quarter of 2024, after launching 30 over the previous five years, according to Morningstar. The company took further steps to distance it from the movement last week, removing all mentions of DEI—which was previously declared a corporate priority—from its latest annual report. On Friday, BlackRock told employees it was ending aspirational workforce representation goals and would no longer require managers to interview a diverse slate of candidates for open positions, according to an internal memo viewed by The Wall Street Journal. “Significant changes to the U.S. legal and policy environment” related to DEI prompted the changes, the memo said. Meanwhile, BlackRock disclosed that it had renegotiated and removed sustainability-linked pricing metrics from a $4.4 billion credit facility it struck in 2021. It ended provisions that linked lending costs to whether it met targets for women in senior leadership and Black and Latino employees in the workforce. The credit facility had been oft-mentioned by political enemies accusing the asset manager of being woke. When it comes to proxy voting on behalf of its fund investors, BlackRock supported 4% of environmental and social shareholder resolutions in 2024, down from 40% in 2021, according to responsible investment charity ShareAction. BlackRock’s business just posted a banner year, and executives appear to have concluded that sticking the company’s neck out on controversy isn’t worth it. “ESG was conflated with being woke,” said Michael Littenberg, global head of the ESG practice at law firm Ropes & Gray. “Many managers have gotten smarter about addressing the backlash.”

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3/3/2025

Southwest Airlines Stock Catches a Downgrade. This One Thing ‘Can’t Be Ignored.’

Barron's (03/03/25) Keown, Callum

Southwest Airlines (LUV) stock has failed to get off the ground this year despite the low-cost carrier’s turnaround plan. J.P. Morgan analysts don’t think that’s going to change soon as they downgraded the stock Monday. The stock fell 0.5% to $30.91 in early trading Monday. Analysts led by Jamie Baker said Southwest’s “valuation premium can’t be ignored,” in a note Monday. “There’s simply no other airline equity in our coverage universe that comes anywhere close.” The stock currently trades at 13 times forecast 2026 earnings—in comparison Delta Air Lines (DAL) trades at 7 times 2026 EPS, American Airlines (AAL) and United Airlines (UAL) at 6.3, according to FactSet data. Other low-cost carriers are also cheaper— Alaska Air (ALK) has a forward P/E ratio of 9, while Frontier Group’s (ULCC) is 6.8. Southwest stock has fallen 7.6% in 2025, through Friday’s close, underperforming the U.S. Global JETS exchange-traded fund’s 3.6% fall. Southwest is undergoing an ambitious turnaround plan under the watchful eye of investor Elliott Management. The airline reached a truce with the hedge fund in October, agreeing to appoint five of Elliott’s nominees to the board. Southwest unveiled a strategy in September to cut back on less profitable routes and reduce costs amid pressure from Elliott. The hedge fund holds a 9% stake in Southwest but an agreement struck last month allows it to hold a maximum 19.9% stake, up from a previous limit of 14.9%. Baker said he remains convinced that Southwest’s best margin days “lie in the past. “While we’re all for well-managed turnarounds, the ask at Southwest is herculean in nature, in our view,” he said. “Aside from Elliott, we’re hard-pressed to understand who the incremental buyer may be.” Wall Street tends to agree — just 20% of analysts covering the stock rate it as a Buy, while 48% have Hold ratings and 32% have Sell or Underweight ratings.

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2/28/2025

Hedge Funds Hit Back Against New Leverage Limits

Financial Times (02/28/25) Arnold, Martin; Mourselas, Costas

The world’s top hedge funds have hit back against plans by global regulators to restrict their use of borrowing to finance trades, which the investors say has been wrongly blamed for recent financial market wobbles. Bodies representing big hedge funds — including Izzy Englander’s Millennium Management, Ken Griffin’s Citadel, Paul Singer’s Elliott Management, and Cliff Asness’s AQR — have attacked proposals by financial policymakers to limit how much leverage they take on and force them to be more open about it. The lobbying offensive sets up a showdown between some of the most powerful investors in markets and the world’s top financial regulators over the rapid growth of hedge funds and other forms of alternative finance outside the traditional banking sector. Central bankers and regulators have identified hedge funds and other non-bank actors that make heavy use of leverage but enjoy lighter regulation than banks as one of the biggest risks to the financial system. Hedge funds use leverage to boost returns. One of the most controversial hedge fund trades, the Treasury basis trade, involves taking a short position on Treasury futures while borrowing money from a bank to take a cash Treasury position, in effect betting that the prices of the two products will converge. By levering both sides of the trade, hedge funds can magnify what would ordinarily be minuscule gains. Global regulators have warned that if a highly leveraged trade like the basis trade collapses, it could affect Treasury prices and rattle global markets. The Financial Stability Board, which brings together top finance ministers, central bankers and regulators to coordinate policy, has proposed a range of measures to clamp down on leverage at hedge funds and other non-bank groups. However, hedge fund bodies attacked these proposals in letters to the FSB this week, which warned the regulatory clampdown was misplaced and would backfire with the risk of making markets more vulnerable to stress. “Applying a regulator-conceived artificial limit on leverage would do more harm than good,” said Jillien Flores, head of government affairs at the Managed Funds Association, which represents the biggest hedge funds. She said such moves were likely to “introduce unnecessary friction and reduce efficiency and liquidity in the markets.” Flores said 1,000 alternative asset managers closed every year “all without raising systemic concerns,” adding they were “less leveraged than banks and hold more liquid assets, reducing their liquidity risk” so they should not be subject to the same rules as banks. Jirí Król, deputy head of the Alternative Investment Management Association, criticized the FSB for “trying to fit anecdotal evidence to theoretical hypotheses” and said the market stress events blamed on hedge funds “do not support this assertion.” Both groups rebuffed the FSB’s plan to force hedge funds to disclose more detail on their leverage to banks and other counterparties. The MFA warned that disclosing “otherwise confidential investment positions” would allow “copycatting” by rivals to mimic a fund’s strategy. The most common way for hedge funds to make their trades is through a prime brokerage relationship with a large bank. Banks lend to hedge funds by making stock purchases for instance while demanding an amount of margin from the hedge fund corresponding to the perceived risk, in effect lending to the hedge fund. Critics argue that because of hedge funds’ close lending relationships with banks, blow-ups can spill over into the banking sector and risk triggering another crisis. The default of family office Archegos in 2021 caused billions of dollars in losses at banks, including Credit Suisse. Authorities show little sign of backing down from their plans. “The presence of leverage can create vulnerabilities, especially when it’s poorly managed, there’s a lack of transparency, or it is concentrated,” said Sarah Pritchard, executive director of the UK’s Financial Conduct Authority, in a speech this week. “In those cases, when a shock occurs, what normally brings benefits to the economy can suddenly become an amplifier of instability and a cause for loss of confidence,” said Pritchard, who is also co-head of the FSB’s working group that coordinated its proposals. “For regulators, that’s a real concern.”

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2/27/2025

Activist Shareholders Tighten Grip on South Korean Companies

The Chosun Daily (02/27/25) Seung-hyeon, Kim

An increasing number of individual investors in South Korea are taking direct action, demanding corporate governance reforms and greater shareholder returns. Online shareholder activism platforms such as ACT and HeyHolder have played a key role in mobilizing them. Unlike traditional online stock forums, these platforms use MyData (personal credit information management) to verify actual shareholders, strengthening their cohesion. As of Feb. 25, ACT and HeyHolder had a combined membership of 120,000 investors holding stocks worth 13.1 trillion won ($9.1 billion). South Korea is one of the most active countries for shareholder activism. According to the Shareholder Activism Annual Review 2025 by U.K. corporate governance research firm Diligent Market Intelligence, Korea ranked third globally last year in the number of companies targeted by activist investors, following the U.S. and Japan. This marks the second consecutive year Korea has held this position. Analysts attribute the growing activism to the government’s corporate value-up policies since last year, which have heightened awareness of minority shareholder rights. Retail investors’ demands range from share buybacks to the adoption of cumulative voting systems and stock tender offers. Ultimately, their goal is to strengthen corporate governance and increase stock prices. “Individual investors' understanding of capital markets has significantly improved compared to several years ago,” said Yoon Tae-joon, research director at Act. “They’ve moved beyond simply demanding higher dividends to making requests that could be challenging for companies, such as requiring companies to enshrine regular investor relations (IR) meetings in their bylaws or disclose executive compensation criteria to shareholders.” Some retail investor-led activism has already yielded results. Last December, minority shareholder platform HeyHolder launched a campaign against Kosdaq-listed IT firm Infovine (115310), criticizing its excessive treasury stock holdings and passive dividend policy while calling for a bonus share issuance and a stock buyback. Late last month, Infovine announced plans to repurchase 370,000 common shares worth approximately 10.3 billion won ($7.2 million). Analysts suggest that the collective actions of individual investors could drive meaningful corporate change. Kim Yun-jeong, an analyst at LS Securities, said, “If legislative amendments to Korea’s Commercial Act further strengthen shareholder activism, foreign investors are likely to have a more favorable view of the Korean capital market.”

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2/27/2025

Nissan, Seven & I Deal Fallout Leaves Japan Companies Vulnerable

Bloomberg (02/27/25) Du, Lisa; Matsuyama, Kanoko; Baigorri, Manuel

It seemed like an extraordinary display of patriotism and unity: Japan’s biggest companies would come together to save their own, whether ailing carmaker Nissan Motor Co. (NSANY) or besieged convenience store giant Seven & i Holdings Co. (SVNDY) Roughly six months later, ambitious plans to merge Nissan with Honda Motor Co. (HMC) and take the operator of 7-Eleven convenience stores private have both fallen apart, leaving them grasping for solutions and potentially even more vulnerable to foreign takeovers. The failure to find a fix that would keep two of the country’s most famous brands under Japanese control marks an unprecedented opening in its corporate landscape, and shows how hastily-conceived rescue plans can succumb to market forces. Investors are already building positions in other struggling companies, betting that after decades of protectionism and management resistance, it’s now open season on Japan’s biggest corporations. “Historically, Japanese companies floated lofty ideas about merger of equals,” said Kei Okamura, a portfolio manager at Neuberger Berman in Tokyo. “Shareholders, employees and the board didn’t challenge them. More companies are being challenged — the stock market is challenging them, the investors are challenging them, and the board is starting to challenge them.” The rapid collapse of the plan to take Seven & i private reflects how personal egos and domestic competitiveness ultimately outweighed the nationalistic desire to fend off Canada’s Alimentation Couche-Tard Inc. (ANCTF), whose pursuit of the Japanese retailer emerged last August. The heirs of Masatoshi Ito, founder of Seven & i, had originally teamed up with Itochu Corp. (ITOCY), which runs the rival FamilyMart franchise, for a competing ¥9 trillion ($60 billion) management buyout plan that would trump Couche-Tard’s $47 billion proposal. But while the consortium found backers like PE giants Apollo Global Management Inc. and KKR & Co., the Itos and Itochu ultimately could not agree on who would control the privatized entity, people familiar with the matter said. The effort fell apart due to the uneasy personal dynamics of the top figures involved with very different styles and visions, the people said. “Gone are the days where you can have legacy relationships dominate the conversations when making these decisions,” Okamura said. “More boards are standing up for themselves, especially external directors that are saying these deals don’t make sense, we have to discuss them more in depth, where are the synergies coming from? These questions are being asked.” With the management buyout off the table, Seven & i Chief Executive Officer Ryuichi Isaka may have little choice but to finally enter negotiations with Couche-Tard. The owner of the Circle-K chain of convenience stores has yet to gain access to the Japanese company’s finances, months after proposing a takeover. Nissan also finds itself in desperate need of a lifeline and is now seeking a new partner — Chief Executive Officer Makoto Uchida has said it would be difficult to survive without one. Hon Hai remains interested in a partnership with the carmaker, chairman Young Liu said last month. Japan has an abundance of cash-rich companies that trade at extreme discounts. But the insularity and protectionism of its corporate environment has always acted as a major deterrent. Few major foreign takeovers have succeeded, and domestic companies in the past could turn away suitors by simply ignoring them. Corporate governance reforms, and institutions like the Ministry of Economy, Trade and Industry and the Tokyo Stock Exchange aimed to push back at this complacency, making acquisitions easier and putting pressure on companies to pay more attention to shareholder returns. “As a result of these reforms, companies that had been neglected by their poor management, and companies that should have been under more pressure but weren’t, suddenly came under pressure,” said Tomonori Ito, professor of business and finance at Waseda Business School and former co-head of investment banking at UBS in Japan. The high-profile collapse of efforts to find domestic solutions for Nissan and Seven & i also raises the possibility of Japan itself entering the fray. Prime Minister Shigeru Ishiba’s government may feel the need to openly step in to prevent situations that could result in the large-scale loss of jobs in the country — essentially trying to blunt the impact of reforms unleashed by bureaucrats themselves. “There is the idea that if it’s a deal between Japanese companies, the process of the cost cuts, including layoffs, will be somewhat lukewarm and done loosely,” said Ray Fujii, a partner at L.E.K. Consulting in Tokyo and a former banker at Lazard Freres. “When foreign entities takes over, cost cuts will be ruthless, which is a sign of accountability to shareholders.” Until that happens, the opportunity in Japan for global businesses has never been bigger. “If overseas companies are interested in acquiring certain technologies and people, this is a really good time to approach Japanese companies,” said Neuberger Berman’s Okamura.

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2/26/2025

Duo Behind Hipgnosis Songs Sale Launch Activist Investment Trust Achilles

Investment Week (02/26/25) Uhlig, Linus

Christopher Mills and Robert Naylor, the City veterans best known for orchestrating the sale of Hipgnosis Songs to Blackstone (BX) last year, have launched Achilles investment company (AIC), a closed-ended strategy looking to take advantage of the discounts within the investment trust sector. Achilles will run a concentrated portfolio strategy, with a focus on alternative assets and investing in closed-ended London Stock Exchange-listed companies. Gibraltar-based Harwood Capital Management has been appointed as the investment manager and led by Mills and Naylor, who worked to secure an exit for investors at the Hipgnosis Songs fund that was sold to Blackstone last year.  The duo is also currently working on a strategic review for PRS REIT. Joining them on the Achilles team will be Pershing Square Holdings board member Charlotte Denton, who has been appointed as non-executive chair of the Achilles board. The fund has raised £54 million so far and will focus on between two and five opportunities at any one time. Achilles joins the UK activist investor scene at a time of major upheaval within the investment trust sector. At present, Saba Capital has launched two activist campaigns, the first of which saw the U.S. investor defeated at all seven of the trusts engaged, with the second campaign currently underway, aiming to turn two trusts into comparable open-ended strategies. However, according to James Carthew, head of investment companies at QuotedData, the main difference between Achilles and Saba is that "Achilles is genuinely being run for the benefit of all investors in these trusts rather than just its managers. Achilles is not looking to absorb these funds to grow its own AUM (it will hand cash back instead)." Ben Yearsley, director at Fairview Investing, added that Achilles' launch is "interesting and timely", but "obviously this will shrink the trust space. "There is a lot of value in the trust space currently and something needs to happen to unlock that value — this seems one solution."

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2/26/2025

Elliott’s Paul Singer Gives Rare Interview. Here’s What he Said About Markets, Crypto, and AI.

MarketWatch (02/26/25) Adinolfi, Joseph

Paul Singer, founder and co-CEO of hedge-fund giant Elliott Investment Management, gave rare interview to the chief of Norway’s sovereign-wealth fund. While the market has endured some notable pullbacks over the past few years — the COVID-19 crash five years ago, and the 2022 bear market certainly come to mind — it has been a long time since investors had to deal with a full-blown disruption on par with what was seen during the 2008 financial crisis, or the bear market that walloped stocks in 1973 and 1974. In Singer’s opinion, that is breeding a dangerous sense of complacency, inspired by the conviction that the government, or the Federal Reserve, will always come running to the rescue. “The state of stock markets today are just about as risky as I have ever seen. Leverage is building and building, risk-taking is building and those statements apply also to governments. It’s absolutely astonishing this NIRP — negative interest-rate policy — in Europe, and Japan, and Switzerland. And ZIRP [zero-interest rate policy] for, what, 10 years, in the U.S.? It’s crazy.” Singer also expressed doubts about whether massive investment by a few major technology companies in artificial intelligence will ultimately pay off. Those comments are particularly timely, given that Nvidia Corp. (NVDA), the darling of the AI craze, will report its latest quarterly earnings after the bell on Wednesday. “This AI is way over its skis in terms of practical value being brought to users,” Singer said. “There are uses, and there will be additional uses, but it's way exaggerated.” Judging by the struggles that shares of major AI players like Nvidia have faced in 2025, more investors also appear to be having doubts about the massive capital expenditures being put forward. A proxy for highflying megacap technology stocks, the Roundhill Magnificent Seven ETF (MAGS) entered correction on Tuesday, defined as a drop of at least 10% from an asset's prior peak. The wide-ranging conversation between Singer and Norges Bank Investment Management chief Nicolai Tangen covered a number of topics, from what motivated Singer to stick to his guns during Elliott's 15-year battle with the government of Argentina over a debt default, to what the hedge-fund titan does to relax. At times, Singer also touched on hot topics, like the Trump administration's embrace of cryptocurrencies like bitcoin, a move Singer thinks could risk undermining the dollar's status as a reserve currency. “Countries around the world aren't happy with the privilege that the U.S. government asserts as the reserve country in the world. They'd like alternatives. The dollar sits there, astride the world with all the abuses of that astride-ness. And the U.S., itself, is conjuring or supporting an alternative to the dollar? It makes my head spin.” Singer also argued that Elliott's activist campaigns were more important than ever. Shareholders are increasingly abdicating the role of holding management accountable, he said. “Fewer and fewer people are acting like owners, and fewer and fewer companies are accepting the notion that the owners have anything to say to management and the board. It's kind of shocking,” he said. “Therefore, we are among a shortlist of people who do call for accountability. And when we win, the shareholders win,” Singer said. Elliott pursues multiple strategies, but the firm is perhaps best known as a pioneer of activist investing. It had a notably busy 2024, with FactSet data showing that Singer's firm was involved in 15 activist campaigns last year, including high-profile investments in Starbucks Corp. (SBUX) and Southwest Airlines Co. (LUV). That was the most of any activist firm, and the largest number for Elliott since 2018.

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2/26/2025

Southwest Airlines Retreats on Clean Fuel and Climate Initiatives

Bloomberg (02/26/25) Elgin, Ben; Schlangenstein, Mary

Southwest Airlines Co. (SAL) is cutting jobs in its sustainable fuel operations and working to sell a renewables company, according to people familiar with the matter, an abrupt pullback after the carrier spent the past year investing in climate-focused initiatives. Southwest last week laid off seven out of 10 employees on two key teams that work to reduce its climate pollution and increase its use of sustainable aviation fuel, or “SAF,” according to the people, who asked not to be identified discussing internal details. The airline is also eliminating a newly created team that makes investments in renewable fuel startups. That team is being given a couple of months to help unload SAFFiRE Renewables, a company that Southwest acquired just 11 months ago, the people said. SAFFiRE is seeking to develop cleaner fuels from corn husks and stalks. The cuts to Southwest’s sustainability staff were part of the broader layoffs announced on Feb. 17, when the carrier slashed about 1,750 workers, or 15% of its corporate staff. It marked the first round of layoffs in the airline’s 53-year history. “Many departments were affected by the layoffs last week, including the sustainability and sustainable aviation fuel teams,” said a Southwest spokeswoman in a statement. The outsized hit to Southwest’s sustainability teams comes as the aviation industry struggles to make headway on its climate commitments. Southwest has vowed, like most other major airlines, to zero out its carbon emissions by 2050. It has also pledged to use SAF for 10% of its jet fuel by the end of this decade. But progress has been glacial. While air carriers globally used about 0.3% SAF last year, up from 0.2% in 2023, Southwest has reported using less than 0.1%. To reach its decade-end targets, Southwest will need to boost its use of cleaner fuels more than 100-fold. That’s an unlikely outcome, according to some experts, particularly if key staff and investments are being cut. “The hard part is finding the deals and making the investments and bringing this stuff to reality,” says Michael Baer, an aviation industry consultant who formerly ran fuel procurement for American Airlines. “Projects need people, and they need champions within an organization.” The Southwest spokeswoman said that the company will publish updated progress on its sustainability efforts, including its SAF usage, in its next environmental report this spring. Air travel accounts for about 4% of human-induced warming to date. The growth in cleaner jet fuel made from sources like used cooking oil and animal tallow has been slower than expected, with 2024 figures coming in well below the industry’s previous estimates. Air New Zealand last year pulled the plug on a key climate target for 2030. And Neste Oyj, a producer of SAF, said last year that demand from airlines for the pricier, lower-carbon fuels has been disappointing. Some governments, including the European Union and the UK, are now mandating the use of certain amounts of SAF. But most countries, including the U.S., are counting on voluntary actions by airlines to clean up their footprints. California had considered rules that would have regulated jet-fuel emissions from certain flights. Instead, the state unveiled a non-binding agreement with the airline industry in October to voluntarily accelerate their use of SAF. As part of its layoffs, the airline cut three out of four people working on a group that procures sustainable aviation fuel, according to the people familiar with the cuts. It also cut four out of six people from its environmental sustainability team, which spearheads the company’s overall climate goals and its efforts to achieve them. The airline is also cutting its renewable ventures team, which has been given a couple of months to find a buyer for SAFFiRE. The renewable fuels startup held a groundbreaking ceremony in August for a new pilot plant in Kansas, which was attended by the state’s two US senators. Construction on that plant is on hold, however, as the airline looks to unload the startup. Southwest notched over $27 billion in sales and $465 million in net profits last year, but the airline has come under mounting engagement from shareholder Elliott Investment Management to boost its financial performance.

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2/25/2025

Opinion: Unilever’s CEO Whiplash Isn’t a Confidence Booster

Bloomberg (02/25/25) Felsted, Andrea

Bloomberg columnist Andrea Felsted says in this opinion piece that "Hein Schumacher is leaving Unilever Plc (UL) before the ice cream has set." The owner of Dove deodorant and Hellmann’s mayonnaise said on Tuesday that Schumacher would step down as chief executive officer after less than two years, by mutual agreement. Chief Financial Officer Fernando Fernandez succeeds him from March 1, with Schumacher leaving on May 31. "We don’t have the full picture on Schumacher’s departure," Felsted admits. "There may be some unknown boardroom dynamic at work. But from the outside, it’s suboptimal. At best, it looks clumsy. At worst, it is a blow to Unilever’s already shaky credibility." Before Schumacher’s arrival, the company had spent the best part of a decade in turmoil. This included the plan to shift its corporate headquarters to the Netherlands under former CEO Paul Polman, which upset some UK investors, then the series of missteps by his successor Alan Jope, including putting more emphasis on purpose than profit, and a failed takeover effort at what was to become Haleon Plc (HLN). The shares fell as much as 3% on Tuesday. "Schumacher, an outsider backed by activist investor Nelson Peltz, brought some much-needed stability, and at the same time, a recipe for change," says Felsted. His strategic blueprint outlined in October 2023 set out plans to focus on Unilever’s biggest brands, shake up the corporate culture and water down Jope’s focus on purpose. He stopped short of splitting Unilever’s food and personal-care businesses, something that investors had hoped for. But he quickly addressed any disappointment by announcing a year ago that Unilever would spin off its ice-cream business, a process that is underway. He also implemented a wide-ranging restructuring involving the loss of 7,500 jobs. "That no permanent CFO replacement for Fernandez has been announced indicates the switch wasn’t fully planned," suggests Felsted. "Indeed, the reasons for Schumacher’s departure are hard to fathom. The board seems to have felt that while Schumacher had crafted the strategy, a different leader was needed to implement it. Yet, surely succession would have been better after the ice-cream unit had been demerged?" While there have been some suggestions that the succession is the result of Schumacher’s overhaul clashing with Unilever’s too-comfortable culture, relatively new Chairman Ian Meakins said the board was “committed to accelerating” the plan. That Fernandez is an insider might help smooth this path. "The new CEO needs to complete the ice-cream listing without any hiccups and carry out the task of pruning other parts of the portfolio," Felsted emphasizes. "He must also continue to generate sales growth amid sluggish consumer demand and pockets of inflation — not an easy task. That he has a background in beauty and well-being may be an indication of the future direction. He is also steeped in emerging-markets experience, another potential growth engine for Unilever. After Unilever’s decade of disappointment, it can’t afford to return to antagonizing investors with another series of own goals. In short, it needs nothing less than stellar results from this latest U-turn."

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2/21/2025

Corporations Embrace Shareholder Activism, Accepting Proposals from Quad Asset Management

Chosun Biz (South Korea) (02/21/25) Jung-a, Kang

Ahead of the regular annual shareholders' meeting season in March, shareholder activism is intensifying, and listed companies have begun to accept this and announce shareholder return measures. The first results this year came from the first-generation Korean hedge fund, Quad Asset Management. Following the shareholder letter sent to Korea Electric Terminal (025540) by Quad Asset Management, the company announced a corporate value enhancement disclosure. In addition, asset managers and minority shareholder alliances are expected to engage in a fierce competition for votes at the regular shareholders' meeting as they make shareholder proposals to companies such as Coway (021240). Connector manufacturer Korea Electric Terminal announced a value enhancement disclosure on the 17th of this month and stated that it would expand the total shareholder return rate to 30% of its annual consolidated net profit by 2026 through stock buybacks and retirements. The company also plans to regularize communication with investors and shareholders. In particular, Korea Electric Terminal received attention by announcing plans to incorporate its affiliate KT as a subsidiary by 2027. This was a request made by Quad Asset Management, which holds about 3% of Korea Electric Terminal's equity, through a shareholder letter last month. Quad Asset Management has claimed that Korea Electric Terminal has been infringing on shareholders' interests by funneling business to KT. According to Quad Asset Management, 86% of KT's product purchases are generated from internal transactions with Korea Electric Terminal. In response, Quad Asset Management demanded the following from Korea Electric Terminal: A merger with KT; an increase of the dividend payout ratio to over 35%; and enhanced communication with shareholders. Korea Electric Terminal decided to incorporate KT as a subsidiary rather than merging with it, and set the dividend payout ratio at 30%. Most of Quad Asset Management's demands have reportedly been accepted. A representative from Quad Asset Management noted, "The company also felt the need for change" and said that "a significant portion of the requested items has been accepted." In addition, this year, activist funds Align Partners and Singapore's Flashlight Capital Partners (FCP) are conducting shareholder activism campaigns against Coway and KT&G, respectively. Minority shareholder alliances from Lotte Shopping and Emart have also proposed the introduction of concentrated voting systems and improvements in governance. Securities industry officials see a high likelihood of activist campaigns occurring in companies with low major shareholder equity and low shareholder return rates. According to IBK Securities, out of seven companies engaged by shareholder activism campaigns as of early February this year, six had major shareholder equity below 50%. Also, there were four companies whose shareholder return rate did not reach 30% in the previous year. Kwon Sun-ho, a researcher at IBK Securities, stated, "Activist campaigns tend to occur more in value stocks than in growth stocks," adding that "the lower the major shareholder's equity, the more participation from minority shareholder alliances and institutional investors can increase the likelihood of agenda items being presented and approved at the shareholders' meeting."

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2/21/2025

GSK’s Sluggish Shares Seen at Risk of New Activist Campaign

Bloomberg (02/21/25) Pham, Lisa; Campling, Neil

GSK Plc (GSK) is a long-term underperformer among Europe’s Big Pharma stocks. And with key drug patents set to expire and vaccine sales falling, some market participants say it may draw in activist investors again. Shares in the British drugmaker have fallen about 19% since it spun off its consumer health business in 2022, a move that activists had supported. Analyst sentiment has been turning more negative, as patents for medicines including HIV treatment dolutegravir are set to expire in coming years. GSK said this month that it’s making progress in late-stage development of several oncology drugs, though vaccine sales are falling. “There needs to be material progress on the pipeline or successful M&A to help address the chronic long-term underperformance of the share price,” said Ketan Patel, fund manager at the family office Whitefriars. In the meantime, “activist investors will be knocking on the front door.” GSK previously received engagement from Elliott Investment Management and Bluebell Capital Partners. While both broadly agreed with the company’s plans to spin off its consumer-health unit, they questioned whether Chief Executive Officer Emma Walmsley was the right leader for GSK. Even so, she has remained at the helm. During Walmsley’s near eight-year tenure, GSK shares have delivered a total annualized return of about 3%, compared with more than 7% for peers, according to data compiled by Bloomberg. GSK has also trailed the UK’s benchmark FTSE 100 Index during this time, while AstraZeneca Plc has gone on to become the UK’s biggest company by market value. “We believe the current situation at GSK is ripe for an activist to shake up the business given the chronic underperformance compared to chief rival AstraZeneca,” said Emmanuel Valavanis, senior vice president of equity sales at Forte Securities. That could take the form of M&A, a carve out of the vaccines business or a push for more shareholder returns, he said. Dominic Rose, an analyst at Intron Health, also sees shareholder activism as a possibility given GSK’s share-price underperformance. “If activists were to step in, they might push for a sharper strategic focus — potentially advocating for a pure-play vaccines business,” he said. Rose also highlighted operational efficiencies, pipeline acceleration, or capital allocation adjustments as other potential angles. According to David Redfern, president of corporate development at GSK, shareholders “are very aligned” with what the drugmaker is doing. “We’re pretty focused around building a bigger specialty business, we’re focused around our main product areas,” Redfern said in an interview. “I think all of that is supported — they really just want to see ongoing execution.” The looming patent expiries and concerns about vaccine sales have kept analysts fairly cautious on the stock. GSK’s consensus analyst rating — a proxy for the ratio of buy, hold, and sell recommendations — is currently at 3.27, according to data compiled by Bloomberg. That’s the lowest score in more than five years, and less than all other major European pharmaceutical companies. GSK shares fell as much as 3.1% to 1,402.5 pence on Friday morning. GSK’s new forecast is up from the more than £33 billion it had predicted in 2021. The firm is optimistic about generating sales from drugs it has in development, as well as the potential re-launch of its blood cancer drug Blenrep this year. The shares have also been under pressure in recent years because of ongoing litigation over GSK’s old reflux medication, Zantac. The company agreed last year to pay as much as $2.2 billion to resolve the vast majority of court cases. All of this has left GSK trading relatively cheaply. The stock’s multiple of about 8.4 times estimated earnings compares with AstraZeneca at about 16 times and is roughly half that of the Stoxx 600 Health Care Index. GSK is “cheap but challenges persist,” Sarita Kapila, an analyst at Morgan Stanley, wrote in a recent note. The valuation largely reflects longer-term growth challenges, as well as “the lack of innovation momentum in 2025.” Despite the pessimism, GSK continues to attract investors looking for steady capital returns. The drugmaker’s 12-month dividend yield is the highest among peers, while the £2 billion buyback announced this month is the company’s first stock repurchase program in more than a decade. For Nick Kirrage, a fund manager at Schroders Plc, GSK has done “really good work” in terms of restructuring its business. “They now just have to deliver on the R&D,” he said. “And I think if you wait five years, they will.”

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2/20/2025

Southwest's Layoffs Dent its Worker-first Culture

Reuters (02/20/25) Singh, Rajesh Kumar

Southwest Airlines' (LUV) first company-wide layoffs in its nearly 54-year history are aimed at shoring up profits, but they run the risk of undermining a company culture of putting employees first that made it stand out from rivals and cultivated a loyal fan base. Until this week, the U.S. carrier never resorted to mass layoffs and furloughs, even as the industry underwent crushing downturns. But soaring costs and sagging profits forced its hand on Monday to announce that it will slash 1,750 jobs, or 15% of its corporate workforce. Conor Cunningham, an analyst at Melius, said the layoffs go against the company's long-built culture, which he described as "the special sauce that makes everything possible." The layoffs also reflect a new reality at Southwest, where Elliott Investment Management's nominees currently hold five of 15 board seats and CEO Bob Jordan is under pressure to produce a fast turnaround. At meetings with Southwest's unions last year, Elliott had emphasized the need to "right-size" the company's headquarters, according to a person who attended the meeting. Jordan has outlined a strategy that seeks to lift Southwest's operating margin to at least 10% in 2027 from 2% last year. Robert Mann, a former airline executive who now runs a consulting firm, said the job cuts suggest there is a greater urgency to deliver on those goals. "It's a nod to the pressure that they're under from Elliott," Mann said. Southwest said while the layoff decision was "extremely difficult," it has tried to provide support and care to the affected employees. "The strength of Southwest's culture is critical to the success of our business and our ability to serve our customers," the airline said in a statement. "Our people will continue to be what sets us apart as we drive the company forward." He also said would consider imposing it for a longer period. Lackluster profits coupled with falling shares brought Elliott to Southwest's doorstep last year. The hedge fund launched a bitter boardroom battle, calling for new leadership and wholesale changes to its business. A truce last October allowed Jordan to keep his job. But the "cooperation" agreement between Southwest and Elliott is due to end next year. Other developments also point to the activist investor's growing influence. On Wednesday, Southwest said its agreement with Elliott has been amended to allow the hedge fund to increase its maximum allowable stake to 19.9% from the previous limit of 14.9%. The company also said Chief Transformation Officer Ryan Green, who was entrusted with rolling out the turnaround plan, will step down on April 1. His exit follows the departures of Chief Financial Officer Tammy Romo and Chief Administration Officer Linda Rutherford. Since 1971 when the airline started operations, it has operated with a philosophy that happier employees result in happier customers. In the past, the company relied on early retirements and natural attrition to deal with overstaffing. Southwest's headcount declined by over 2,300 to 72,450 employees in 2024 through natural attrition. Doug Parker, former CEO of rival American Airlines (AAL), last year said Southwest enjoyed a competitive advantage with airline customers because of its culture. He warned that changes to the company's culture would be bad for its shareholders. Jordan has called Monday's announcement a "monumental shift." In a staff memo on Wednesday, he cited it as an example of how the company must change to maintain its competitive advantage. Southwest has set a target to generate over $500 million in annual cost savings by 2027. Last month, Southwest told investors it was looking to hit that goal "as quickly as possible" and signaled plans to target its corporate overhead. Its corporate headcount has increased 28% since 2019, faster than the 19% growth in the airline's total headcount. In comparison, its fleet and seat capacity increased by 7% and 13%, respectively. Southwest said the workforce reduction would save it $210 million this year and $300 million next year. The layoffs do not affect frontline workers such as pilots and flight attendants. But in a note to members, the head of Southwest's flight attendant union said the news had created uncertainty for all. One of Southwest's pilots called it the beginning of the end of the company's famed culture. Several employees took to social media, seeking help for their colleagues.

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2/19/2025

Megacap-chasing Activist Investors Set Sights on SoftBank, Disney, Pfizer

Nikkei Asia (02/19/25) Tsutsumi, Kentaro

Activist funds posting strong returns and expanding with institutional investors' backing are increasingly homing in on megacap stocks and companies verging on that status in the U.S., Japan and beyond, going after the likes of Disney (DIS), Pfizer (PFE), and SoftBank Group (SFTBY). At an investor conference in November, Pfizer CFO David Denton said in response to a question about activist investors that the U.S. pharmaceutical company is constantly examining its business model to see if any of its assets would be better served outside the company than inside. "If we had an asset that felt better out, we would look to monetize that," Denton said. "At some level, we're going to de-lever in the near term anyhow," he said. "Our business is on a trajectory to do that." Pfizer's market capitalization is approximately $145 billion. Starboard Value in October was revealed to have acquired a Pfizer stake. The U.S. hedge fund reportedly has concerns about Pfizer's track record in mergers and acquisitions and in research and development, and the two companies are at odds over management policies. Activist investors in 2024 began a flurry of campaigns against megacap companies, defined as those with market capitalizations above $100 billion. The Walt Disney Co., with a market cap of approximately $200 billion, received shareholder proposals from Trian Partners and Blackwells Capital, which wanted to appoint directors. Disney won the proxy battle at its general shareholders meeting that April but spent roughly $40 million on advertising and other outreach. Even in Japan, where activism has traditionally focused on small- and midcap stocks, activist investing in megacaps is becoming more noticeable. Elliott Investment Management in June was revealed to have rebuilt a stake in SoftBank Group, which has a market cap of 14 trillion yen (about $92 billion), calling on the Japanese company to launch a stock buyback. Elliott has also invested in Sumitomo Corp. (SSUMY), whose market cap is 4 trillion yen; Mitsui Fudosan (MTSFY), at 3.6 trillion yen; and Tokyo Gas (TKGSY) at 1.8 trillion yen. Palliser Capital is calling on resource major Rio Tinto (RTNTF) to do away with its dual-listing structure in the U.K. and Australia and unify as a holding company with Australia as its primary market. The London-based fund announced in December that it had submitted a proposal in collaboration with more than 100 shareholders. In 2024, 1,625 activist campaigns were underway worldwide, including shareholder proposals filed by parties other than activist funds, according to strategy consultancy EY-Parthenon. This was the highest figure ever, topping the 1,579 of 2023. Of the 1,625 cases, 455, or 28% of the total, engaged companies with market caps exceeding $100 billion. This was another record high, up from 17% in 2021. In particular, there was a large increase in campaigns engaging companies with market caps above $200 billion, from 9% to 19% of the whole. Companies with large market caps have a high proportion of institutional investors among their shareholders, making it easier to get proposals approved. In addition to high stock liquidity, these companies are also well-covered in the news media, again making it easier for activists to wage their battles. One factor behind this trend is the increasing size of funds' assets under management. "Activist funds are performing well, and capital inflows from institutional investors continue," said Manabu Shinohara, strategy and transformation leader at EY Japan. According to an index calculated by U.S.-based Hedge Fund Research engaging major funds around the world, activist funds have posted 96% returns over the past 10 years, far exceeding the 58% overall return of hedge funds. The market value of shares held by 30 major activist funds came to about $230 billion as of December, up 50% from 10 years earlier, according to QUICK FactSet. "North American pension funds and others are increasingly looking to activists and engagement funds that will help improve the corporate value of Japanese companies," said a source at a fund that invests in Japanese companies. The demands being made of companies follow a similar script. "For overseas companies with large market capitalizations, the tendency is for proposals to call for breaking up their conglomerate structure," EY Japan's Shinohara said. "There are also increasing demands for cost reductions."

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2/19/2025

U.S. Investors to Lead Activist Charge in Europe in 2025, Study Says

Reuters (02/19/25) Revill, John

Activist investors are expected to step up their campaigns across Europe this year, with American firms increasingly involved buying into companies to put pressure on their management, a study said on Wednesday. Low market valuations of European companies make it cheaper for U.S. firms to build stakes and demand changes, according to the report by professional services company Alvarez & Marsal. Last year, 35% of public activist campaigns in Europe were launched by U.S. based funds, up from 27% in 2023, with Britain, Switzerland and Germany, increasingly in their sights. One of Wall Street's most activist investors, Jeffrey Ubben, was made a non-executive director at Bayer (BAYRY) last year, having long urged the German chemicals company to be broken up. "U.S. activists are continuing to make their presence felt in Europe, and this growing appetite shows no sign of subsiding," said Malcolm McKenzie, Chair of European Corporate Transformation Services at A&M. "The UK, Switzerland, and Benelux are already established hunting grounds while Germany is also expected to become a growing target." U.S. activists see a chance to improve performances after European stocks gained an average of 8% last year, lagging the 29% average increase at U.S. companies. The U.S. influx has been particularly marked in Switzerland, where 53% of campaigns since 2020 have been by American-based activists, the study said. Overall, A&M said 141 companies could be at risk of public shareholder activism in Europe over the next 18 months. It declined to identify them. Britain has the most potential targets, with 49 companies, it said, followed by Germany with 33, then Switzerland. "With 17 likely targets, Switzerland is expected to see the largest increase in shareholder activism," said A&M.

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