Across the Board
Nelson Peltz to Nominate Himself, Former Disney CFO Jay Rasulo to Disney’s Board
Peltz and Trian Fund Management keep the pressure on for more board seats
“Activist investor Nelson Peltz said he plans to nominate himself and former Disney Chief Financial Officer Jay Rasulo to Disney’s board, weeks after the company rebuffed Peltz’s previous request to become a director. The announcement is the latest twist in a proxy battle between Peltz’s Trian Fund Management and Disney—the fund’s second campaign against the entertainment giant in a year—which has pitted the 81-year-old investor against 72-year-old Bob Iger, who returned to Disney a year ago for a second stint as CEO. Trian announced earlier this year that it had accumulated nearly 33 million shares of Disney stock and was seeking board seats for Peltz and at least one other, but Disney declined to add him to the board.” THE WALL STREET JOURNAL
Carl Icahn Prepares a Second Board Challenge at Illumina
As Illumina divests from Grail, Icahn says there is still work to do
“Activist investor Carl Icahn said on Monday that he plans to oust directors at Illumina, laying the groundwork for a second board challenge at the gene-sequencing company months after shareholders elected one of his director candidates. Icahn disclosed his plans without offering details in a letter to other shareholders less than 24 hours after Illumina said it will divest blood test maker Grail. The billionaire investor had long been critical of Illumina's $7 billion Grail acquisition and made it a centerpiece of his previous proxy fight in which Andrew Teno, a portfolio manager working for Icahn, won a seat on the 11-member board. In Monday's letter, Icahn blamed the Grail acquisition, which has faced regulatory challenges since 2021, for a 75% drop in Illumina's share price that he says wiped away $55 billion in value for shareholders.” REUTERS
Crown Castle Starts Fiber Review in Pact with Activist Elliott
Activist holding the company to its demands after taking a stake in 2020
“Real estate investment trust Crown Castle Inc. is launching a ‘comprehensive’ review of its fiber business in a pact with activist investor Elliott Investment Management after the firm disclosed a $2 billion stake last month. Crown Castle is adding two independent directors to the company’s board including Jason Genrich, senior portfolio manager at Elliott, and Sunit Patel, former chief financial officer of Level 3 Communications Inc., the company said in a statement Wednesday. The company formed two special board committees, one to lead the review of the fiber business and another to conduct the search for a new chief executive officer.” BLOOMBERG
Drama at Harvard, Penn Puts Spotlight on University Board Oversight
Higher education boards receive new scrutiny
“They are lawyers, bank executives and donors. They run the nation’s most prestigious universities in their spare time. And, amid a national debate over antisemitism and free speech on college campuses, they are on the hot seat. University boards of trustees hold immense power over budgets, presidential picks and campus policies. They are also beset with longstanding challenges, including an often-unwieldy size, confusion over their responsibilities and limited relevant expertise. The boards of the University of Pennsylvania and Harvard University were at the center of a crisis recently after their presidents testified before Congress that calls for genocide of Jews may or may not violate campus codes of conduct, depending on the context. At Harvard, a unanimous board backed Claudine Gay, but Penn President Liz Magill resigned.” THE WALL STREET JOURNAL
McKinsey Omits Cybersecurity From 2024 CEO Priorities (Opinion)
Is it wise to downplay such a critical risk?
“Digital era danger has never been higher, as the past year saw an unprecedented level of prominent, extremely disruptive and costly attacks. Insufficient corporate board cyber expertise and new SEC reporting rules only compound complexity. CEOs simply cannot afford to underestimate cybersecurity, relegate it to “IT project status” or outright omit it from c-suite agendas. The severe and common downside risks include strategy...” FORBES
6 Kinds of Board Members — and How to Influence Them
How to convey the right message to the right person
“There are many players trying to influence boards. Whether they are senior executives trying to get their ideas heard, consultants looking to sell business, or activist shareholders hoping to change the direction of an organization, they are all looking to influence and persuade the board…First, too many forget that influencing boards is about managing a range of relationships simultaneously. Board-level influence requires taking into consideration the position of each individual director, but at the same time never forgetting that board decision-making is a collective process where it is the truth supported by others — and not just held by one individual — that wins.” HARVARD BUSINESS REVIEW
How Do You Measure Board Effectiveness?
The methods and criteria are evolving
“Maximizing board effectiveness has been an ongoing and somewhat elusive corporate governance objective for U.S. corporate boards, executives and stockholders. While the board’s role in governance is well understood, the performance and outcomes of individual boards in terms of oversight, strategic input, advice to management and maximizing shareholder value, among other functions, are subject to significant variability depending on overall board effectiveness. The effectiveness of the board can mean the difference between serving as merely a required oversight function or serving as a valuable strategic and competitive asset. Achieving a high level of board effectiveness relies on the successful implementation of several key imperatives, including board leadership and composition, operational and deliberative processes, board culture and dynamics and performance evaluation and improvement.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
Activision Blizzard Will Pay $54 Million to Settle Discrimination Claims
The controversy nearly jeopardized Microsoft’s eventual takeover
“Activision Blizzard has agreed to pay about $54 million to settle discrimination claims brought by California's civil rights agency on behalf of women employed by the video game maker. The settlement, which is subject to court approval, resolves allegations that the maker of Call of Duty, Overwatch, World of Warcraft and other video games “discriminated against women at the company, including denying promotion opportunities and paying them less than men for doing substantially similar work,” the California Civil Rights Department announced late Friday. Allegations of workplace discrimination helped drag down Activision’s stock price in 2021, paving the way for Microsoft's eventual takeover bid in January 2022.” YAHOO FINANCE
Nippon Steel to Acquire U.S. Steel for $14.1 Billion
A new era for one of America’s oldest, largest steelmakers
“United States Steel agreed to be acquired by Nippon Steel in a $14.1 billion deal that would give the Japanese corporation a major role in U.S. steelmaking and end the independence of one of America’s oldest, most storied industrial enterprises. A takeover of U.S. Steel would make Nippon Steel, already one of the world’s largest steelmakers, one of the top suppliers to the American auto industry. The deal would give the Tokyo-based company access in the U.S. to specialized steel used in electric vehicle motors, along with steel used in appliances and construction materials.” THE WALL STREET JOURNAL
