Across the Board
Coming Soon: A Hollywood Megamerger
Paramount clears a major hurdle in its Warner Bros. Discovery deal, settling with state attorneys general and agreeing to concessions that include a new oversight structure for CNN and CBS News
“Paramount has reached a settlement with state attorneys general that includes a host of concessions and investments in the U.S. entertainment industry, clearing the way for its hard-fought $81 billion merger with Warner Bros. Discovery that is poised to reshape Hollywood. The settlement announced Monday stops short of forcing Paramount Chief Executive David Ellison to make significant structural changes to the company, but includes penalties such as the forced sale of cable channels and Paramount’s stake in Miramax if it doesn’t make good on its promises…. The merger would bring two of the movie business’ oldest studios, two major streaming services in Paramount+ and HBO Max and dozens of television networks under one owner…. Paramount vowed to create an editorial-independence board to oversee CNN and CBS News, the two news organizations it will control after the deal.” WALL STREET JOURNAL
Activist Hedge Fund Jana Partners Urges Six Flags to Sell…
Earnings and market value are plummeting as the theme park operator contends with fewer visitors
“Activist hedge fund Jana Partners is urging theme-park operator Six Flags Entertainment to explore a sale, according to people familiar with the matter. The activist investor on Tuesday called on the company’s board of directors to immediately hire an investment bank to explore a sale, citing its disappointment with Six Flags’ second-quarter earnings, the people said. Six Flags last month reported that its net loss widened to $202.6 million from a loss of $99.6 million in the prior-year quarter. It had a market value of about $1.2 billion as of Tuesday. Shares are down roughly 42% over the past year. Six Flags has been working to turn around its business as fewer guests visit its parks.” WALL STREET JOURNAL
… And Pushes for New Leadership at Cooper Cos.
The firm is using its stake to challenge the healthcare company’s performance, compensation and portfolio strategy
“Activist investor Jana Partners is pushing specialty healthcare company Cooper Cos. to replace its chief executive officer and its board chair…. The investor is pushing the board to initiate an external search for a new CEO, appoint a new chair, revise compensation metrics and evaluate the sale of its fertility and medical device assets. Jana said the company should engage with potential buyers for contact lens maker CooperVision, after investing around $750 million in the business. ‘Cooper’s chronic underperformance can no longer be tolerated,’ [Jana’s Managing Partner & Portfolio Manager] said. ‘Last week’s earnings further cemented Cooper’s reputation for problematic forecasting, serial negative surprises, expectation mismanagement and poor capital allocation.’” BLOOMBERG
Better.com’s Boardroom Battle
The removal of founder Vishal Garg as CEO of the online mortgage company has escalated into an unusual shareholder showdown involving a poison pill, a consent solicitation and control of the board
“Better Home & Finance Holding Co. … has faced an uphill battle amid rising mortgage rates. That is no excuse for the board's latest corporate governance stumble…. As the company recently faced industrywide headwinds, one investor and director, Orange Capital Managing Partner Daniel Lewis, grew impatient and ousted founder Vishal Garg from his CEO seat in early August…. The sudden exit led to a high-stakes standoff between Mr. Lewis and Mr. Garg, which has become more complex than a typical proxy fight. On Aug. 20, the company implemented a poison pill provision, which effectively prevents Mr. Garg from working with other shareholders in a group that holds more than 15% of the outstanding stock. As a result, Mr. Garg has taken the matter to shareholders with a so-called consent solicitation that runs through Oct. 2…. Many shareholders have already sided with Mr. Garg, even before knowing who he might invite to join the board…. While not always a sign of weak governance, it is fairly easy to criticize in this case.” YAHOO FINANCE
Forced CEO Departures
A report suggests that company performance and activist pressure prompt many exits and that healthcare leaders are among the most vulnerable
“[A new Conference Board] report examines forced CEO departures in the Russell 3000 and S&P 500 from 2024 through August 2026, focusing on differences by index, business sector, company size, and the circumstances driving board-initiated leadership changes: Roughly 1 in 7 CEO succession cases were forced in both 2024 and 2025. The Russell 3000 recorded 49 forced departures in 2024 and 55 in 2025, while the S&P 500 increased from seven to 10; in 2026 so far, forced departures account for a smaller share of CEO succession cases than the prior two years. While there is no single industry profile for forced CEO turnover, health care accounts for the largest share so far in 2026. … Company size was not a consistent predictor of forced CEO turnover. Elevated rates appeared across the revenue spectrum, suggesting succession risk is driven more by company-specific performance and strategic circumstances than by scale alone. Underperformance became a more prominent driver of forced departures in 2025.… Activist pressure was a notable factor among S&P 500 forced departures.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
How and Why PE Firms Replace CEOs Before a Business Exit
A new analysis offers insights into how PE firms aim to accelerate value creation and minimize investment risk through leadership change
“For much of the past decade, private equity (PE) performance has benefited from favorable market conditions. Cheap financing, easy multiple expansion and relatively short hold periods meant that even subpar execution could produce attractive returns…. The [current] operating environment has become far more challenging. Higher interest rates, more volatile financing conditions and uncertain exit markets have coincided with geopolitical uncertainty, tariffs and supply chain disruption, and rapid advances in AI. Together, these forces have altered many of the assumptions underpinning investment theses developed at the height of the market. This more demanding environment has increased the importance of strong, adaptable leadership….To understand how sponsors deploy this leadership lever, Russell Reynolds Associates analyzed more than 200 European PE exits completed from 2020 to 2025 by GPs managing funds of more than €5 billion [$5.7 billion]… [This] analysis points to five key takeaways: 1. Change is the norm, not the exception. Sixty-nine percent of deals–135 of 196–experienced at least one CEO change during the hold period. … 2. External recruitment dominates CEO hiring. Among companies that changed CEOs, only 30% promoted an internal candidate… 3. Sponsors appear to place greater weight on relevant sector expertise and proven leadership experience than on prior exposure to PE…. 4. Differences in the frequency and type of CEO succession reflect distinct sponsor approaches to value creation… 5. The CEO who leads the business to exit is rarely appointed early. Among companies that changed the CEO, over 60% appointed the executive who ultimately led the business to exit after the second year of ownership (Figure 2). Only 24% made that appointment during the first year…” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
Microsoft Holds the Line on Shareholder Proposals
As the SEC considers rescinding the federal shareholder-proposal framework, Microsoft agrees to maintain its existing eligibility thresholds for another proxy cycle
“Microsoft will consider shareholder proposals at its annual meetings through next year, at the request of an activist looking to preserve investor rights as they come under pressure from a contentious U.S. Securities and Exchange Commission rule change proposed last week. Under an agreement with conservative activist Paul Chesser, seen by Reuters, Microsoft will continue to apply existing thresholds for investors to submit resolutions for a vote, even as the SEC considers changes that critics say would sideline individual investors, religious groups, unions and others who have had a say through the shareholder proposal process for decades…. In an e-mailed statement, a Microsoft spokesperson said: ‘With the Securities and Exchange Commission announcing that its shareholder proposal regulatory framework is under review, we agreed to maintain the current eligibility thresholds for one year, providing Microsoft and its shareholders a clear and predictable process for the next proxy cycle.’… Last week SEC Chair Paul Atkins, an appointee of US President Donald Trump, proposed to end the agency's oversight of the resolutions process and move the function to state officials, which activists saw as a shift that would diminish their influence. The move is part of a broader shift of power away from investors toward managers by the Republican-dominated commission.” REUTERS
AI Efficiency Enters the Boardroom
As AI’s energy demands accelerate, boards are being challenged to understand efficiency across the platforms, infrastructure and data operations underlying their organizations’ AI strategies
“Global electricity consumption tied to AI data centers rose roughly 50% in 2025 alone, according to the International Energy Agency’s April 2026 report on energy and AI, a pace of growth the agency expects to keep climbing as adoption accelerates…. For many executives, that growth has been an abstraction, something happening in a data center a state away. AI efficiency and responsible AI use are increasingly becoming a governance question instead, one that management and boards should understand across three distinct layers: the AI platforms an organization chooses, the physical infrastructure underneath those platforms and the data operations running inside that infrastructure. Leaders who fail to understand all three of these layers risk mistaking a partial fix for a complete one…. As AI adoption becomes foundational to how organizations operate, understanding AI efficiency is becoming a board-level competency, and less a matter of whether a company reports a sustainability figure and more a matter of whether its leadership can explain, layer by layer, where that figure comes from. The organizations building operational resilience into their AI strategy now are the ones positioning themselves for the scrutiny, regulatory and otherwise, that this growth is likely to invite.” FORBES
Directors Acknowledge Their Boards Lack Sufficient AI Expertise
In a new survey 71% of board members say their boards need to strengthen their skills to oversee the fast-evolving technology
“Most corporate directors acknowledge a lack of skills in artificial intelligence is a top obstacle to performing their oversight duties, according to a new survey of public company board members. Seventy-one percent of directors identified AI as the top skill their boards needed to strengthen, more than twice the percentage citing technology and digital transformation, the second-highest answer, according to PwC’s 2026 Annual Corporate Directors Survey, released Wednesday…. AI’s rapid development pace has left directors scrambling to stay ahead of the curve and communicate with concerned investors. But there’s no single definition of what AI expertise means and no one path to bolstering knowledge, said Paul DeNicola, principal at PwC’s Governance Insights Center. Boards could hire outside advisers, train existing directors on AI risk, or nominate new directors with AI expertise — though some board consultants see adding a bunch of issue-specific directors as a bad strategy.” BLOOMBERG LAW
Boards Benefit More from Strategic Friction than Harmony in Decision-Making
For maximum effectiveness, the best-performing boards harness the power of carefully managed conflict
“Boards operate in an environment where the pace, magnitude, and unpredictability of change frequently outstrip the ability of governance structures to adapt, whether it’s AI, geopolitics, supply chains, organizational footprints, capital allocation, or activist investors. The traditional signals of a “good board,” such as alignment, collegiality, and efficient meetings, can become misleading indicators of effectiveness. Trust and psychological safety may be confused with a lack of debate or a failure to stress-test any proposal…. The highest-performing boards, when it comes to decision-making speed, quality, and effectiveness, share a counterintuitive characteristic: rather than avoiding tension, they deliberately build it into their governance processes.” IMD
