Across the Board
Warner’s Strategic Path Faces Activist Scrutiny
With a $200 million position, Ancora challenges the board’s Netflix plan and urges engagement with David Ellison’s Paramount Skydance bid
“Activist investor Ancora Holdings has built a roughly $200 million stake in Warner Bros. Discovery and says it opposes Warner’s deal to sell its movie and television studios and HBO Max streaming service to Netflix. Ancora said Wednesday that it believes that Warner failed to adequately engage with David Ellison’s Paramount Skydance after it made a rival all-cash offer for the entire business, including its cable-network group…. The arrival of an activist, even with a small stake in the company, will add yet another dose of uncertainty and drama to an already drawn-out fight for the Hollywood studio…. Ancora, a roughly $11 billion fund that has a history of lobbying in the middle of deals, emailed Warner Chief Executive Officer David Zaslav on Tuesday to say that it is considering launching its own proxy fight if Warner’s board doesn’t negotiate the best deal for shareholders with Paramount, people familiar with the matter said.” WALL STREET JOURNAL
Kraft Heinz Hits Pause on Breakup Plans
Kraft Heinz’s new CEO delays the breakup of its two business lines, signaling that execution and earnings recovery must precede portfolio reshaping
“The company said Wednesday that it is pausing work on a planned split between its condiment and grocery staples businesses…. Cahillane said that his top priority is returning the business to profitable growth and that the company would no longer pursue a split this year…. The food giant said in September that it planned to split its business into two companies, unwinding an industry megamerger that married two packaged-food behemoths. Under the breakup plan, one global company would focus on sauces, spreads and seasonings, while another would sell grocery staples in North America. The move aims to create businesses with more focus and less complexity, Kraft Heinz said, and would deepen a reversal of the food industry’s yearslong strategy of pursuing deals to build scale. The 2015 merger of Kraft and Heinz created one of the world’s biggest and most diversified food companies, with stalwart brands battle-tested by decades of economic ups and downs. But the company struggled over recent years after demand ebbed for some of its best-known products, ranging from Kraft Mac & Cheese to Lunchables and Capri Sun.” WALL STREET JOURNAL
Tariff Pressure Prompts CEO Change at Toyota
Following a $9 billion trade-related hit, the board elevates its finance leader and doubles down on U.S. manufacturing investment
“Toyota Motor's surprise CEO switch comes as global automakers confront a tumultuous industry landscape - one that the Japanese automaker has been navigating more adeptly than most. The world's No. 1 carmaker by sales said on Friday that it is moving away from CEO Koji Sato after a three-year stint, a relatively short tenure for the man hand-picked by Toyota Chairman Akio Toyoda. Taking the reins on April 1 will be finance chief Kenta Kon, a close ally and former secretary of Toyoda. Analysts expressed surprise at the move, given Toyota's relative success during Sato's run at steering through the cascade of challenges facing all global carmakers: the rise of Chinese competitors, a costly transition to electric cars and an increasingly complex trade outlook stemming from U.S. tariffs. The choice of a financial mind is also striking given Toyoda's longtime emphasis on product development and making Toyota's cars more exciting. When Sato took over three years ago, Toyoda touted the engineer and former Lexus chief's credibility as a car aficionado who could lead the company into different realms of mobility.” CAR AND DRIVER
American Airlines CEO Faces Union Revolt Over ‘Downward Spiral’ Leadership
Unions say management failed to deliver a long-promised recovery strategy as losses mount and morale declines
"The union that represents American Airlines flight attendants said Monday its board of directors unanimously passed a no-confidence vote in airline CEO Robert Isom, the first such vote against an American Airlines CEO in the union's history. The Association of Professional Flight Attendants said the vote came in an effort to address the ‘relentless downward spiral’ of the Fort Worth-based airline under Isom's leadership…. The APFA said that financial losses have mounted for the airline since the COVID pandemic and operational performance is behind its competitors. APFA also called out Isom for supporting a "failed corporate sales strategy," which has alienated business customers and has led to a decline in rankings. APFA pointed to Isom's salary, saying that as his and other top executives' compensation increased, compensation for flight attendants has not.” CBS
The Skills Board Chairs Need Now
From AI-driven strategy shifts to polarized stakeholder expectations, board leaders are being asked to steady the room while accelerating performance
“Being an effective board chair is harder than ever. Today chairs have to manage a growing and increasingly diverse group of stakeholders whose demands often conflict, while the environment their firms operate in has become more and more chaotic. With new risks emerging from climate change, technologies like artificial intelligence, and political instability, the number and complexity of problems their companies face have risen dramatically. Meanwhile, the directors that chairs must work with have become more diverse too. All these developments have made the chair’s job not only more difficult but also more time-consuming than it was just a decade ago.” HARVARD BUSINESS REVIEW
Governing Through Complexity in 2026
Boards that lean into agility, engagement, and skill renewal will be best positioned to balance risk management with strategic opportunity
“Looking toward 2026, the responsibilities and expectations placed on corporate boards continue to evolve at an accelerating pace. Today’s directors are navigating a business environment shaped by a broader range of risks, fresh opportunities, and new approaches to leadership and oversight…. Ongoing volatility in trade, economic uncertainty, and regulatory developments can define the environment for both enterprise operations and board discussions. Boards are navigating shifting policy directions and market conditions amid uncertain economic forecasts, persistent inflation, and the impact of geopolitical tensions on supply chains…. Boards are moving from theoretical discussions to decisive, agile governance of artificial intelligence (AI) and other disruptive technologies, confronting new complexities and responsibilities with practical, forward-looking action.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
AI Oversight: The Board’s Expanding Mandate
Regulatory shifts and enterprise-wide adoption are pushing boards to move beyond curiosity toward structured governance of AI-driven decisions
“As Artificial Intelligence becomes increasingly embedded in everyday business tools, boards of directors face a subtle but critical governance challenge…. This reality requires boards to recalibrate their perspective. AI should no longer be viewed solely as a stand-alone technology initiative, but as a capability layer increasingly woven into core business processes and decision-making. Consequently, AI governance is no longer about overseeing a few ‘AI projects,’ but about ensuring that AI-enabled decisions across the organization remain aligned with strategy, risk appetite, and ethical standards. As with financial stewardship, effective AI oversight demands clarity, accountability, and proportionality. Boards must therefore shape their expectations of management accordingly. A well-governed organization treats AI as both a strategic enabler and a governance concern.” BUSINESS WORLD
|
|
