The Deal by S&P Global

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...

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 sp...

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 Corp...

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...

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 witne...

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 a...

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...

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...

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 tak...

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 comp...

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 ac...

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...

The Activist Investing Today podcast talked to Michelle Applebaum, a former steel analyst who has been nominated by insurgent managers Barington Capital and Land & Buildings for corporate boards, about why she thinks activists' analytics are quite sound. She also explains why activist investors often represent a consensus view of institutional investors, long before management has figured...

Activist Dan Loeb thinks Campbell Soup Co. should be sold and wants a full revamp over the board. The Deal's Senior Editor Ron Orol gave us the up-to-the-minute scoop.

Marathon Partners' manager Mario Cibelli explains why e.l.f.’s ‘fast beauty’ strategy can get its cosmetics into market faster than “legacy” rivals. While he foresees a bright future for the company, he has real concerns about executive compensation. Cibelli, 50, who succeeded in installing two dissidents onto the board of Shutterfly in 2015, also suggested that e.l.f. needs to bring on a des...

The insurgent investor Nelson Obus explains how listening in on his dad’s basement meetings put him on the road to investing, then later, Lazard banking and finally activism. In a wide-ranging conversation, Obus, 71, explains what kind of companies he finds attractive and why this year his 25-year-old fund opposed another activist investor’s director battle. He also gave us an inside look at how h...

James Mitarotonda, who has run activist fund Barington Capital since 2000, says he takes a private-equity approach to public market investments in companies that frequently have high barriers to entry. However, Mitarotonda acknowledges that he will launch a director-election fight if necessary. For example, Barington is seeking to install two directors onto the board of Xerium Technologies as part...

Sloane & Co.'s Dan Zacchei, who advises both targeted companies and investors involved in activist situations, suggests that an insurgent fund manager’s track record is a key factor corporations must consider before deciding how to respond. According to Zacchei, a company that has underperformed for an extended period of time needs to be realistic about its prospects, particularly when fa...

Kai Liekefett recently joined Sidley Austin to become the law firm behemoth’s dedicated partner in charge of proxy fights and activism. He explains why many corporations have bylaws in place that just don’t prepare them for when an insurgent investor strikes.

Since 2013, the insurgent investor Arnaud Ajdler with a “fix it or sell it” investment philosophy has put 20 directors onto corporate boards. He took some time to speak with The Deal’s activist podcast about key targets for share-price improvement: M&A, capital allocation and C-Suite payments. Ajdler also explains why he thinks Procter & Gamble’s decision to fight Peltz was “silly.”

The Activist Investing Today podcast speaks to Gregory Shill, a University of Iowa associate professor of law, about the “glass cliff” and why we’re seeing a rash of female C-Suite executives targeted by insurgent fund managers. We also take a closer look at the various types of insider-controlled publicly-traded companies, including Musk’s complex and effective form of control over the electric-c...