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Interventions from activist debt investors - normally hedge funds - are familiar in crisis and insolvency scenarios. A flurry of recent news stories and claims have highlighted that companies can attract the attention of activist funds as a result of corporate events which may be unrelated to financial distress. This type of event-driven creditor activism (named to distinguish it from strategies focussed on distress) is opportunistic, often arising out of unforeseeable or unforeseen events. Successful claims are not common, but when they arise, they can be a significant distraction to manage. In this article, we consider the nature and incidence of event-driven creditor activism in the UK and Europe and the key risk indicators for claims. We look at some examples of the types of claims that arise, which often turn on competing interpretations of contractual terms. Finally, we outline some strategies for anticipating and responding to activist claims when planning for disposals and other corporate events.
Director resignations are generally routine affairs. They don’t typically send shockwaves through media outlets, create stock volatility, or draw scrutiny from plaintiffs’ firms. That’s by design. However, recent, high-profile director resignations, including one at Harley-Davidson, underscore how perceived governance lapses, weak communication, and internal boardroom fractures can quickly become public and consequential. [...] This article will: Examine a recent director resignation at Harley-Davidson Discuss the risks of poor boardroom communication, limited transparency, and inadequate director evaluations Provide actionable governance takeaways for boards aiming to avoid a highly publicized director resignation, improve board dynamics, and maintain stockholder trust
“The skills necessary to be a successful director are constantly evolving.” It's a statement that at this point seems to be a bit of a cliché. But as we all know, just because a statement is a cliché doesn't mean it isn't true. And it is a statement that is borne out when you speak with Tamar Elkeles, Ph.D., who is director and chair of the governance committee of The Glimpse Group, director and chair of the compensation committee of OpenSesame, and senior advisor of East Wind Advisors. She says that over the last five years, several skills have emerged as essentials for any board's skills matrix, reflecting changes in technology, governance and board expectations. Those skills include digital literacy, including the understanding of digital technologies, cybersecurity and data analytics; regulatory knowledge, especially in areas like data privacy, labor laws and corporate governance; and human capital, through which directors can gain expertise on attracting and retaining top talent, investing in employee development and fostering a culture of high performance and productivity.
JPMorgan has issued a stern warning to incoming analysts, stating they will be fired if they accept another job offer within 18 months of joining, reinforcing CEO Jamie Dimon’s view that such behavior is unethical. The policy, targeting a growing trend among U.S. grads, aims to protect the bank from conflicts of interest and confidential information leaks, while also making internal career advancement more attractive. Wall Street veteran Jamie Dimon has made his opinion clear: Grads accepting an analyst role at JPMorgan but intending to leave for private equity within a few years is “unethical.” And a few months later, JPMorgan has told incoming graduate employees if they accept future-dated roles they will be fired.
More than 30,000 people from 100 countries are expected to descend on the white-collar heart of Canada’s oil patch next week for the Global Energy Show, which is to kick off with a keynote address from the head of the Organization of the Petroleum Exporting Countries. OPEC secretary-general Haitham al-Ghais is set to deliver remarks on Tuesday morning, as recent output increases from his group’s members and other producers have put pressure on global crude prices. Among the other speakers are 20 chief executives from major Canadian and international energy companies and several political leaders, including Alberta Premier Danielle Smith. [...] “There’s a sense of optimism that the show really hasn’t had in a long time,” Samain said in an interview.
Prime Minister Mark Carney and his Chinese counterpart agreed Thursday to “regularize channels of communication” in Canada’s estranged relationship with China and hold talks to resolve a trade war affecting billions of dollars of trade between the two countries. [...] Canada and China are locked in this conflict that was triggered by Ottawa’s decision in 2024 to follow the Biden administration in imposing 100-per-cent tariffs on Chinese-made electric vehicles. Canada also enacted a 25-per-cent tariff on Chinese steel and aluminum. China responded in 2025 with retaliatory tariffs on Canadian canola oil and meal, peas and seafood.
Tesla bears racked up $4 billion in mark-to-market profits on short positions Thursday in one of their biggest single day gains ever, according to estimates from data provider S3 Partners. Traders have made outsized bets against Tesla for years, and they've mostly been burned for it. This year has been better: Investors have made $7 billion betting against Tesla year-to-date, a roughly 30% return. Elon Musk's company is currently the second most shorted stock in the U.S. by total value of the position, with around $27.7 billion of shares sold short, according to S3. Short sellers borrow shares of a company and then sell them, hoping to buy them back for less later and pocket the difference.
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Institut sur la gouvernance (IGOPP)
March 14, 2025 10:25 AM
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After a cautious, quiet year for US dealmakers, with political and macroeconomic upheavals thwarting or postponing many transactions, M&A activity is set to accelerate in 2025—assuming falling interest rates, readily accessible capital and more deal-friendly regulatory priorities. In all likelihood, the domestic and international dealmaking environment will remain volatile, rocked by unpredictable shifts in regulatory scrutiny and compliance requirements as well as trade policy and alliances. Business leaders can rise to the challenge by implementing a well-tailored deals strategy.
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Institut sur la gouvernance (IGOPP)
March 14, 2025 10:02 AM
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Director tenure has long been a subject of debate, with some fearing that a long tenure may compromise a director’s independence while others contending that with tenure comes experience and knowledge and alone should not be a measure of independence. Boards and investors also often view director tenure from a board refreshment perspective, where a preponderance of long-tenured directors may signal that the board is becoming too stale. ISS-Corporate analyzed global director tenure data and potential implications for corporate governance, highlighting the diverse approaches across different markets.
Activity by activist hedge funds, both in the U.S. and abroad, has increased since the end of the pandemic. In 2024, there was a slight increase in global activism campaigns compared to 2023, which saw a 9% increase in the number of campaigns compared to 2022. Approximately one-fifth of S&P 500 companies currently have a known activist holding more than 1% of their outstanding shares, and there are many other companies at which activists covertly hold through derivatives. Activists’ assets under management have also grown substantially in recent years, with the 50 most significant activists ending 2024 with over $200 billion in equity assets. There has also been a proliferation of first-time activists in recent years.
Gold prices passed $3,000 an ounce for the first time ever, driven higher by a central bank buying spree, economic fragility worldwide, and President Donald Trump’s attempts to rewrite the rules of global trade by imposing tariffs on allies and strategic rivals. Bullion climbed as much as 0.4% to $3,001.20 an ounce on Friday. The move through the psychological $3,000 level drives home gold’s centuries-old role as a store of value in turbulent times and as a gauge of fear in markets. In the last quarter century, the price has risen 10-fold, outperforming even the S&P 500, the benchmark for US stocks, which quadrupled over the same period. As traders braced for tariffs, US prices for gold surged above other international benchmarks, prompting dealers to rush bullion into America in large volumes before the levies come into force. More than 23 million ounces of gold, worth about $70 billion, flowed into the depositories of New York’s Comex futures exchange between election day and March 12. The influx has been so vast that it helped drive the US trade deficit to a record in January.
[...] After initial cosmetic steps like renaming DEI offices and scrubbing website language, schools now are making deeper, tangible changes in response to government spending cuts and President Trump’s campaign against elite universities. Schools are nixing events and rejecting previously accepted graduate students as federal funding hangs in the balance and anything perceived as “woke” becomes a no-go. Universities are closely watching the example Trump is making of Columbia University. Last week, his administration canceled roughly $400 million in federal grants and contracts to the school over antisemitism allegations. Over the weekend, Homeland Security agents arrested a Columbia student protester.
Representatives of President Trump’s family have held talks to take a financial stake in the U.S. arm of crypto exchange Binance, according to people familiar with the matter, a move that would put Trump in business with the firm that pleaded guilty in 2023 to violating anti-money-laundering requirements. At the same time, Binance’s billionaire founder, Changpeng Zhao—who served four months in prison after pleading guilty to a related charge—has been pushing for the Trump administration to grant him a pardon, people familiar with the matter said. Zhao, widely known as CZ, remains Binance’s largest shareholder. The talks began after Binance reached out to allies of Trump last year offering to strike a business deal with the family as part of a plan to return the exiled company to the U.S. It is unclear what form the Trump family stake would take if the deal comes together or whether it would be contingent on a pardon.
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Canadian companies are fielding fewer proxy proposals at their annual meetings this year, as the anti-ESG movement casts a chill on investor activism beyond the U.S., shareholders and their advisors say. Every year, shareholders of public companies get to propose and vote on changes they want those companies to make during a period known as proxy season. For years, they have pressed for environmental, social and governance (ESG) changes, with a growing focus on environmental and social issues. [...] Political and regulatory changes in the U.S. have cast a chill on shareholder activism, with investors filing and voting in favour of far fewer environmental, social and governance proposals The changes have left Canadian businesses and investors conflicted over how to handle issues like diversity and climate change in what’s shaping up to be a quieter proxy season on both sides of the border
Does your board use AI to take minutes? Directors must weigh the efficiency and accuracy AI promises against concerns of confidentiality and data security. This AICD–Governance Institute guide will help. Taking the minutes is a mandatory requirement for board meetings. So relying entirely on AI to produce them is a big step, fraught with risk if certain safeguards aren’t in place. Generative AI tools are immensely powerful but most are still prone to ‘hallucinations’ where they invent facts to fill gaps in their knowledge. If a tool is writing up minutes based on the conversations it is hearing it may struggle with heavy accents, fast talkers or multiple people talking over each other. So a set of governance procedures need to be in place before such a leap of faith can be taken.
Non-executive director (NED) remuneration is a critical governance issue that influences board composition, talent retention, and organisational effectiveness. In partnership with the Godfrey Remuneration Group (GRG), the Australian Institute of Company Directors (AICD) presents the 2025 Director Remuneration Report, the first comprehensive update since 2016. The report provides a detailed analysis based on data from 1,352 directors across Australia's public, private, not-for-profit, government, and charity sectors. Key insights include significant shifts in remuneration practices, exploring disparities driven by organisational size, sector, and region.
Russia’s central bank on Friday cut its sky-high interest rates for the first time since September 2022, in a sign that inflation pressures — not long ago described by President Vladimir Putin as “alarming” — are beginning to ease. The Bank of Russia took rates down by 100 basis points to 20%. They had been held at 21% since last October, the highest level since the new benchmark rate was introduced in 2013. The seasonally-adjusted inflation in April was 6.2%, it said, down from an average 8.2% across the first quarter of 2025. “While domestic demand growth is still outstripping the capabilities to expand the supply of goods and services, the Russian economy is gradually returning to a balanced growth path,” the central bank said Friday, adding that monetary policy would remain tight “for a long period” in order to return inflation to its 4% target.
It was only last fall that Brookfield chief executive officer Bruce Flatt sounded ready to pounce, signalling a turning point for investors from the financial upheaval of the COVID-19 crisis. After three-plus years of wild volatility that created what he called “brutal conditions” for investors, inflation was coming under control, central banks were easing high interest rates lower and capital was starting to flow again. [...] Yet Mr. Flatt projects the same unflappable calm, even as unpredictable trade policy pushes the economic stability that investors crave further out of reach. Bay Street and Wall Street are clinging to optimism, but many CEOs are quietly reeling. And Mr. Flatt? He says the current turmoil will likely turn out to be nothing more than a blip.
If there was ever a before-and-after moment in the life of Canada’s first space traveller, it came on Oct. 5, 1984, about 25 minutes after the launch of the Space Shuttle Challenger. By then the deafening roar of the engines had given way to a sudden silence. On board, Marc Garneau and his crewmates had unbuckled themselves from their seats and he was experiencing weightlessness for the first time. But it was not until he floated over to a side hatch window that the import of the moment had its full effect. “It wasn’t a picture. I wasn’t imagining it,” Mr. Garneau would later write in his autobiography, A Most Extraordinary Ride. “I was floating high above Earth, looking down at my planet, a moment seared forever in my mind.” [...] Mr. Garneau died on June 4 after a two-month battle with cancer, his family said. He was 76.
Long-term incentive (LTI) designs have become strongly aligned with institutional investor and proxy advisor preferences through increased performance stock and restricted stock units and reduced stock options. The increase in restricted stock is notable because it is the least intuitively linked to performance of the three vehicles.We believe the current state reflects the evolution of equity compensation strategies towards a balance of active performance management and risk mitigation.
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Institut sur la gouvernance (IGOPP)
March 14, 2025 10:16 AM
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2024 affirmed the power of the “Big Three” (Vanguard, BlackRock, and State Street), and large, passive investors generally, to influence director elections and corporate governance. Several trends also emerged in 2024 highlighting expanded shareholder access to the corporate machinery: increased familiarity with the universal proxy card (“UPC”) rules, special interest campaigns focused on director elections and M&A, the continued prevalence of ESG proposals, and new means to bring shareholders proposals to a vote, among others. But with the Trump administration back in power, a cooling M&A outlook, and sweeping legal and regulatory changes, the power of large, passive shareholders may be waning. 2025 could be the year management, and activists in some respects, emerge more empowered to tilt the corporate governance playing field in their favor.
March 13 (Reuters) - Crown Castle (CCI.N), opens new tab said on Thursday it will sell its fiber assets to two entities for $8.5 billion, after activist investor Elliott Investment Management pushed the wireless tower operator for changes. The company is selling its small cells business to EQT Active Core Infrastructure fund and its fiber solutions one to Zayo Group Holdings, each for $4.25 billion. "Crown Castle's divestiture is a well-calculated move that should improve financial stability, enhance shareholder value, and signal a renewed focus on core strengths that is likely to be viewed favorably by the market," said Michael Ashley Schulman, chief investment officer at Running Point Capital Advisors. Crown Castle was exploring options for its fiber assets, after reaching a deal with Elliott, which criticized the company for its continued underperformance. The company replaced two directors on its board in December 2023.
The intense focus on diversity, equity, and inclusion (DEI) following executive orders from President Donald Trump earlier this year are shifting the balance of pro- and anti-DEI proposals compared to the full 2024 proxy season.This article is based on data as of March 5, 2025, provided by Proxy Analytics, that assumes proxy seasons consisting of the period from July 1 through June 30. [...] - Total anti-DEI proposals submitted for the 2025 proxy season have surpassed pro-DEI proposals.
- Total pro-DEI proposals for 2025 appear to be on pace to finish below the 2024 proxy season totals, based on early data.
- Total anti-DEI proposals for 2025 have already surpassed the 2024 proxy season totals.
- Pro-DEI proposals continue to fare better than anti-DEI proposals in terms of shareholder approval.
The battle for control of Seven & i, the Japanese owner of 7-Eleven, has taken a number of surprising turns since Alimentation-Couche Tard (act), a Canadian retailer, offered to acquire the company in August. Seven & i has been looking for ways to wriggle out of the takeover ever since. First came a rival proposal for a management buyout orchestrated by the company’s founding Ito family, which collapsed owing to difficulties securing funding. Then earlier this month the company appointed its first foreign chief executive, Stephen Dacus, an American. Mr Dacus has outlined a sweeping restructuring plan including an initial public offering of its American subsidiary next year, the sale of York Holdings, its supermarket chain, and a hefty share buyback.
Vladimir Putin has said he agrees with the idea of a ceasefire in Ukraine, but that "questions" remain about the nature of a truce - as he set out a number of tough conditions for peace. The Russian president was responding to a plan for a 30-day ceasefire, which Ukraine agreed to earlier this week following talks with the US. Ukrainian President Volodymyr Zelensky described Putin's response to the plan as "manipulative" and called for more sanctions on Russia. [...] Russia launched a full-scale invasion in February 2022, and now controls about 20% of Ukrainian territory. More than 95,000 people fighting for Russia's military have been killed in the war, according to data analysed so far and confirmed by the BBC. The actual death toll is believed to be much higher. [...] Ukraine last updated its casualty figures in December 2024, when Zelensky acknowledged 43,000 Ukrainian deaths among soldiers and officers. Western analysts believe this figure to be underestimated.
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