Widener University's Lawrence Hamermesh talks about why there isn't much clarity about whether activists can gain access to corporate books and records to help director fights. The corporate governance and Delaware expert discussed books and record requests, company advanced notice bylaw litigation victories and why he thinks sunset provisions for insider-controlled share voting structures may not make sense.
Jan 28, 2020•20 min
Frank Aquila discusses his work for Tiffany’s on its sale to LVMH, for AmGen on its purchase of Otezla, and for Novartis on its billion purchase of Medicines Co. as well as his favorite spots in New York, Hong Kong and Tokyo in the Drinks with The Deal podcast with David Marcus.
Jan 10, 2020•29 min
Retail investors are being harmed by essentially secret IPO protection deals still-private companies are reaching with mutual funds. At least that’s the view of Columbia Law School professor John Coffee, who spoke with The Deal for its Activist Investing Today podcast about so-called IPO ratchets — contracts some mutual funds are receiving entitling them to additional shares in the event an initial public offering falls below the valuation reflected in the final private equity round. In a wide-r...
Dec 12, 2019•16 min
The former Citi tech investment banker and author of 'How Money Became Dangerous' talks with The Deal’s David Marcus about working at Disneyland in the 1980s, being a tech banker in after the dot-com crash and investing in influencers.
Dec 06, 2019•30 min
Diana Moss, president of the American Antitrust Institute, suggested that financial activists are exerting pressure on companies to merge even though they carry a high amount of antitrust or other regulatory risk.
Nov 22, 2019•18 min
PJ Solomon’s Marc Cooper talks about brand authenticity, the challenges of being a CEO and the joys of the half-bottle.
Nov 08, 2019•30 min
Jeffrey Pierce, managing partner at activist fund Snow Park Capital, discusses his experiences with agitation at an Australian REIT and gives commentary the recent situation between Elliott and BHP as well as nuances to Australia’s federal corporate governance system on the Activist Investing Today podcast.
Oct 18, 2019•18 min
The top proponent of shareholder proposals spoke to The Deal’s Activist Investing Today podcast about what he thinks would happen if the nation’s securities regulator made it more difficult to submit proposals on environmental, social and governance issues.
Sep 13, 2019•21 min
Goodwin On CEO Lobby’s ‘Stakeholders’ Push -The chief of the Applied Corporate Governance Institute told The Deal that Milton Friedman’s 1970 doctrine of shareholder primacy is misunderstood and that the Business Roundtable’s recent ‘stakeholders’ statement of purpose may have a hard time enduring the next recession.
Aug 30, 2019•19 min
Activist funds face an uphill effort getting the votes they need to effectuate change. That’s the view of Mark Roe, professor of Law at Harvard Law School. Roe spoke with The Deal for its Activist Investing Today podcast about why he thinks that observers should be wary about blaming activist hedge funds for perceived short-termism in the markets. “They [activists] have to have a really persuasive explanation for why something should change in their target company, enough so that index funds, pe...
Aug 13, 2019•19 min
Some settlements reached between activist hedge funds and corporations represent an “unconditional surrender” by the targeted firm rather than a truce. At least that’s the view of State Street Global Advisers' vice president of the asset stewardship team Philip Vernardis, who spoke with The Deal for its Activist Investing Today podcast about why he thinks companies should do a better job of speaking to their long-term holders (Read: State Street) before reaching agreements that add insurgen...
Jul 08, 2019•20 min
A lawsuit or two challenging California's recently approved board diversity law requirement is likely to emerge, though the proponents of such a challenge may not be immediately apparent. At least that's the view of Columbia Law School Professor John Coffee, who spoke with The Deal for its Activist Investing Today podcast about a new trend of legislators pushing to require corporations headquartered in their states to set up diverse boards. In California, a recently approved law requir...
Jun 04, 2019•6 min
Activist hedge funds hurt research & development budgets at U.S. corporations, which has a broader negative impact on the economy.At least that’s the view of Columbia Law School Professor John Coffee, who spoke with The Deal for its Activist Investing Today podcast about a study he co-authored on the impact of insurgent managers on corporations and the markets overall.In a wide-ranging conversation, Coffee explained what he thinks is going on with Carl Icahn’s objections to Occidental Petrol...
May 31, 2019•13 min
Canada currently doesn’t have legislation mandating a non-binding vote of shareholders on executive compensation, but legislation percolating on Parliament Hill in Ottawa is likely soon to change the situation. That’s according to Catherine McCall, executive director of the Canadian Coalition for Good Governance in Toronto. McCall talked to The Deal for its Activist Investing Today podcast about why she thinks a Canadian federal government amendment requiring a non-binding say on pay has a “pret...
May 16, 2019•23 min
The Activist Investing Today podcast spoke with The Deal’s media, technology and communications expert Chris Nolter, about whether there would be interest in acquiring Sony’s entertainment assets now that it appears Third Point’s Dan Loeb is seeking to shake things up at the Japanese diversified multinational company. Nolter noted that Sony owns a major Hollywood studio and “there just are not that many of them, so it always has been valuable.” Nolter points to a bidding war that led to a sweete...
Apr 12, 2019•11 min
It’s okay to call activist investors corporate raiders. At least that’s the view of Jeff Gramm, the author of “Dear Chairman: Boardroom Battles and the Rise of Shareholder Activism.” Gramm talked to The Deal for its Activist Investing Today podcast about his book, why he launched a proxy fight at Texas Restaurant chain Luby’s and what he thinks about CEO pay packages.“ One big theme of the book is that these shareholder activists through history are kind of all the same,” Gramm said. “They are e...
Apr 05, 2019•31 min
In 2015, Ertan Enginalev, launched his first public insurgency campaign in Turkey, urging an industrial conglomerate, Akfen Holdings, to consider strategic options such as listing a minority stake of a container port it controlled. Enginalev took some time to speak to The Deal’s Activist Investing Today podcast about the experience and why he thinks Turkey’s investor make up can make the country a strong candidate for public and private activism, even though most companies are insider-controlled...
Mar 26, 2019•24 min
Activist investors like Nelson Peltz who have board and operational experience are more likely to be viewed positively by influential proxy adviser Glass Lewis than hedge fund managers that have never held director positions.That’s the view of Mark Grothe, senior analyst in M&A and contested situations at Glass Lewis. Grothe, who has worked on the some of the most contentious proxy fights in recent years, spoke to The Deal’s Activist Investing Today podcast and offered his thoughts on whethe...
Feb 08, 2019•29 min
The Activist Investing Today Podcast spoke with The Deal’s intrepid Delaware expert, David Marcus, about what to expect in Delaware Chancery Court later this month when rent-to-own retailer Rent-a-Center faces off against its would-be buyer, Vintage Capital. In December, Glenn Welling-targeted Rent-A-Center surprised the markets by saying it was terminating its $1.37 billion deal to be acquired by Vintage Capital after it "did not receive" an extension notice from the buyer. Vintage sa...
Feb 01, 2019•23 min
Chief executives who also serve as board chairs are leaving CEO roles but maintaining chairman positions at a large number of U.S. corporations, a situation that is jeopardizing boards’ independence and effectiveness.That’s the view of Yaron Nili, assistant professor of Law at the University of Wisconsin-Madison, an expert in governance, hedge funds, private equity and activist investors. Nili spoke to The Deal's Activist Investing Today podcast about a new study he just issued that identif...
Jan 25, 2019•26 min
Individuals who sit on five or more corporate boards - particularly at the largest U.S. corporations -- may not have the bandwidth to focus enough energy and time on each company's strategic and operational issues. At least that's the view of Kurt Schulzke, associate professor of Accounting & Law at the University of North Georgia and director of Kennesaw State University's Corporate Governance Center. Schultzke spoke with The Deal's Activist Investing Today podcast about...
Jan 18, 2019•18 min
A recent proxy season found that the median market capitalization of companies targeted by activist investors was well below $300 million. That’s according to Duncan Herrington, a veteran adviser in the activist investor world, who talked to The Deal’s Activist Investing Today podcast about a shareholder activist advisory practice he recently launched at middle market investment bank Raymond James. Herrington argues that bigger bulge bracket banks issue marketing materials on trends with campaig...
Jan 11, 2019•23 min
Lead independent directors at U.S. corporations have become more important, especially when it comes to “clubby” boards. That’s the view of Brian Stafford, CEO of Diligent Corp., a board management software company, who spoke with The Deal's Activist Investing Today podcast about a trend of lead independent directors meeting with shareholders and why it often takes scandals – like those witnessed at Wells Fargo, Wynn Resorts and Rite Aid -- to drive boardroom shakeups. Stafford explains tha...
Dec 20, 2018•19 min
Institutional investors aren’t afraid to tell companies that shareholders should be permitted to buy as many shares as they want as long as they don’t breach antitrust limits. At least that’s the view of MacKenzie Partners’ Bob Marese, who spoke with The Deal’s Activist Investing Today podcast about why a corporation may experience collateral damage when they install a poison pill in response to an activist. In a wide-ranging conversation, Marese offered up his views on why companies engaging in...
Dec 14, 2018•23 min
Activist hedge funds seeking board control essentially want corporations to give them "the keys” to businesses. As such they need to prove they have qualified director candidates and an in-depth understanding of their targeted company. At least that’s the view of Cristiano Guerra, head of the Institutional Shareholder Services Special Situations Research, who spoke to The Deal's Activist Investing Today podcast about why activists can't just point to the problem and say "trus...
Dec 05, 2018•23 min
The director of John Weinberg Center for Corporate Governance spoke to The Deal’s Activist Investing Today podcast about why he believes Third Point’s Dan Loeb is fortunate for getting what he got in a settlement with Campbell Soup, considering that opponents to his efforts controlled 41% of the equity. Loeb’s success at installing two dissidents on the company’s board is quite significant because it means “you will have independent voices in the boardroom.” Elson also argued that shareholders h...
Nov 29, 2018•21 min
Activists seeking to take control of boards don't need to have a CEO candidate in mind but they should produce a clear position about what they would do on day one. At least that's the view of Juan Bonifacino, director of shareholder activism defense at boutique investment bank Stifel. Bonifacino spoke to The Deal's Activist Investing Today podcast about why activists seeking to take control of boards need to provide a really compelling reason to forgo the "checks and balance...
Nov 16, 2018•20 min
Timothy Doyle, the general counsel of the corporate-backed American Council for Capital Formation, spoke to the Activist Investing Today podcast about two new studies the group has produced targeting influential proxy advisory firms and “robo-voting” by some institutional investors. Doyle contends that the number of issues ACCF has identified are “just the tip of the iceberg.” He insists that companies either can’t challenge proxy advisory firms before their reports are issued, or don’t have eno...
Nov 12, 2018•28 min
Keith Gottfried, chief of Morgan Lewis & Bockius LLP’s shareholder activism defense practice, took some time to talk to The Deal’s Activist Investing Today podcast about how defending the company against an ex-CEO and founder of the business is so different, and perhaps much more difficult, than protecting it from an activist hedge fund. Gottfried’s comments emerge as founder and co-founder activism has skyrocketed in recent months, with high profile campaigns launched at Papa John’s, Wynn R...
Nov 02, 2018•26 min
The Activist Investing Today podcast talked to Jim Chadwick, about Ancora’s activist strategy and his recent insurgencies at Hill International and Element Fleet Management. In a wide-ranging interview, Chadwick explains how working with Relational Investors Ralph Whitworth and David Batchelder, prior to joining Ancora, was "the most important factor" in his career of activism. Chadwick provides a bit of the backstory behind how Whitworth and Batchelder became pioneers in the activism ...
Nov 02, 2018•21 min
