Across the Board
SoftBank Backs Intel as U.S. Eyes a Piece of the Action
A $2B bet from SoftBank and possible U.S. stake deepen the strategic, and political, stakes for the chipmaker
"SoftBank Group has agreed to invest $2 billion in Intel, a boost from the private sector that coincides with a U.S. government rescue effort for the embattled chip maker. Trump administration officials are discussing taking a 10% stake in Intel in a bid to revive the company’s fortunes and bolster semiconductor manufacturing in the U.S., according to people briefed on the talks…. Additional investment is helpful for Intel, but the company needs customers for its chip design and fabrication businesses to get back on track, industry analysts say. Intel posted a net loss of $2.9 billion in the second quarter. The company has said it is seeking large commitments from customers to move ahead with manufacturing of its latest generation of artificial-intelligence chips.” WALL STREET JOURNAL
Boardroom Shake-Up at Medtronic as Elliott Steps In
With two new directors and fresh strategic focus, the company responds to activist pressure
"Medtronic announced Tuesday that veteran med-tech executives John Groetelaars and Bill Jellison are joining its board as independent directors… It also detailed the formation of new special committees focused on growth and operations that will include the new directors and be helmed by Medtronic Chief Executive Officer Geoff Martha. Elliott is now one of Medtronic’s biggest investors, after an engagement led by Elliott partner Marc Steinberg…. One of the new committees will look for so-called tuck-in M&A opportunities, research and development investments and potential divestitures. The other will look for ways to boost earnings growth…. Medical-device makers including Medtronic struggled coming out of Covid-19 to meet a rise in demand for procedures that people deferred during the pandemic, while also contending with inflationary pressures…. Elliott, known mostly for its work in tech and energy, has been increasingly active in the healthcare sector. Other investments have included contract drugmaker Catalent and Syneos Health.” WALL STREET JOURNAL
Healthcare Boards Face a Wave of Activist Pressure
A growing number of campaigns call for leadership changes, cost cuts, and strategic shifts
“Activist investors have targeted major healthcare companies over the past year to push them to improve their performance, with some campaigns only coming to light after announcements of board changes. Below are some notable healthcare companies that came under activist pressure in the last 12 months. Avantor: Engine Capital targeted the life sciences firm in August 2025, urging it to bring in new board directors, cut costs and even consider a sale. Charles River Laboratories: The contract research firm settled with Elliott Investment Management in May 2025 by agreeing to add four new board directors and launch a strategic review of the business. Novo Nordisk: Activist hedge fund Parvus Asset Management is building a stake in the company, as investors have grown concerned that the Danish drugmaker has lost its first-mover advantage in the lucrative weight-loss drug market…. Pfizer: Activist hedge fund Starboard Value in October 2024 called for management accountability for the company's underperformance…. Kenvue: In October 2024, Starboard Value took a significant stake in the Band-Aid maker, criticizing the weak performance of its skin health segment, which houses Neutrogena, Aveeno and other brands. After a proxy battle, the companies reached a deal in early 2025 that gave Starboard CEO Jeffrey Smith and two independent directors board seats.” REUTERS
Target Bets on an Insider to Reverse Its Slide
COO Michael Fiddelke steps into the top role in February, as the board backs continuity in the face of declining performance
“Target thinks a lifelong employee can lift the company out of its funk. Investors aren’t buying it. Shares of Target fell 6.3% Wednesday after the company said its chief operating officer, Michael Fiddelke, would become Target’s new chief executive officer in February. He succeeds Brian Cornell, who has held the top job for 11 years. Cornell will become executive chairman of the board…. Fiddelke will take over a company that is in a prolonged sales slump, losing out to such rivals as Walmart and Amazon.com. Among shoppers’ complaints: Target’s prices seem too high, its products aren’t as exciting as they once were, and its stores are messy and understocked. Target also angered shoppers because of a controversy regarding its 2023 Pride month product selections and more recently when the company pulled back on corporate diversity, equity and inclusion policies. Employees are frustrated with the retailer too. A companywide survey in June showed that 40% of workers didn’t have confidence in Target’s future.” WALL STREET JOURNAL
Costco’s Shareholders Align with Its Board of Directors’ Interest and Reject Anti-DEI Proposal
Shareholders overwhelmingly rebuff calls to review diversity programs, signaling confidence in inclusion as business strength
“Costco’s board of directors has requested that its shareholders reject a proposal introduced by the National Center for Public Policy Research (NCPPR) to eliminate its diversity, equity, and inclusion (DEI) programs. The NCPPR argues that upholding DEI efforts should not be permitted due to the Supreme Court’s ruling on affirmative action in June 2023. The ruling struck down race-conscious affirmative action across colleges and universities…. However, Costco’s board of directors contends that the NCPPR has an agenda of ‘abolishing diversity initiatives,’ and its critique of Costco’s DEI policy ‘reflects a policy bias,’…. Costco’s shareholders are aligned with its boards. According to Axios, over 98% of its shareholders voted against an anti-DEI proposal that was brought forth in its annual meeting on Jan. 23.” MSN
Corporate Support for DEI Continues Among Investors and Companies
Despite rising anti‑DEI filings, about 98% of shareholders voted to maintain current diversity programs
“During this proxy season, companies faced a wave of shareholder resolutions attacking diversity, equity, and inclusion (DEI) programs and calling for their eradication…. This year’s anti-DEI resolutions built upon growing attacks on DEI by various government agencies and right-wing critics, who argued that company diversity programs were on the way out. Interestingly, these anti-DEI resolutions conveyed the exact opposite message, demonstrating that investors and companies alike believe that diversity has a positive impact on employees and long-term shareholder value. In fact, in this proxy season approximately 98% of the shares voted to maintain current corporate diversity, equity, and inclusion programs. 32 companies (listed in the appendix) including Disney, Costco, Visa, Apple, Deere, Boeing, Goldman Sachs, Levi’s, AMEX, Coca-Cola, Berkshire Hathaway, Bristol Myers, and Gilead Science saw near-unanimous votes, averaging a mere 2% shareholder vote supporting these resolutions, sending a clear message to the boards that shareholders support the business case for non-discrimination in employment and a diverse workforce.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
Boards Hold the Line on Climate Amid ESG Retreat
As companies scale back public commitments, directors remain key to integrating climate risk into long-term strategy
“During the past year, political and investor pushback against corporate climate efforts has intensified. Nearly 320 anti-ESG bills have been introduced across U.S. state legislatures since 2021. States such as Florida and Texas have curbed the use of ESG considerations in public investments. The U.S. SEC has all but repealed its climate-disclosure rules, and pending climate-disclosure rules in California are mired in litigation. This backlash has triggered a corporate retreat in some parts of corporate America....Yet the underlying risks associated with climate change—from supply-chain disruption to asset impairment and shifting consumer preferences—haven’t disappeared. If anything, they are accelerating.... The question for boards then is not whether they should engage in climate governance, but how to do so credibly, legally, and effectively in an era of heightened scrutiny.” HARVARD BUSINESS REVIEW
Governance And AI: Are Boards Keeping Up?
As adoption accelerates, directors must ensure oversight structures keep pace with emerging risks and opportunities
“In the past six months it seems that more and more boards are getting up to speed on governing artificial intelligence (AI)—but there’s still work to be done. That’s according to the second edition of Governance of AI: A critical imperative for today’s boards—which found a marked improvement in terms of board preparedness, with only 31% of responding organizations saying they’re not ready to deploy AI versus 41% last October. While there was also improvement in AI being on board agendas, nearly a third of respondents think their boards are not spending enough time on the topic. This could be due to companies moving at the pace of organizational change, rather than the pace of the technology itself. Boards should consider accelerating how they embed AI into their agendas if they want to more effectively oversee their organizations through their AI adoption journey.” FORBES
Playing the Long Game: Why Corporate Directors Must Keep Their Company’s Long-Term Mission in Focus
From geopolitical shocks to shareholder demands, directors must navigate urgency without losing strategic focus
“Geopolitical tensions and supply-chain disruptions; climate change and technological revolutions; tariff uncertainty, cyberthreats, regulatory upheaval, and more. Each creates risks for companies across industries and market capitalizations. And in keeping with directors’ fiduciary duties, they all demand board time, energy, and focus. Amid these pressures and others, thinking long term — that is, defining a sound strategic vision and executing on it — has become increasingly difficult and, at times, may seem at odds with near-term business demands. Complicating matters further, this dynamic is playing out at a time when thinking long term is increasingly critical for a company’s success, yet may seem out of favor with the current corporate zeitgeist.” VINSON & ELKINS
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