Across the Board
Warner Bros Discovery Considers Strategic Breakup or Full Sale
With Netflix, Paramount Skydance and others eyeing a deal, the studio’s future, and the industry’s structure hangs in the balance
“Warner Bros Discovery is considering putting the entire company up for sale, a move that could see huge restructuring in an industry that has seen ripples of changes since Donald Trump took office. The company initially said in June that it would split up Warner Bros and Discovery, after the two companies were merged in 2022. But after receiving ‘unsolicited interest … from multiple parties for both the entire company and Warner Bros’, according to a statement released on Monday, the entire company could be up for a transaction. The company could also split up Warner Bros and Discovery, selling off Discovery while merging Warner Bros with another company, it said…. The company said that there was no deadline or definitive timeline for any transaction besides the split-up of Warner Bros and Discovery…. The move is just the latest media shake-up at a time when companies appear emboldened by a White House that is friendly to major mergers and acquisitions.” THE GUARDIAN
Activist Investor Jana Partners Enlists Travis Kelce in Six Flags Campaign
Jana Partners built 9% stake in theme-park operator with group that includes the Kansas City Chiefs tight end
“An activist investor pushing for big changes at Six Flags has teamed up with Travis Kelce. New York-based hedge fund Jana Partners, the National Football League star and other investors have a combined stake of about 9% of the theme-park operator’s shares, or $200 million. Jana managing partner Scott Ostfeld unveiled the position and detailed their thesis at a conference Tuesday afternoon…. Activist investors often enlist celebrities to bring awareness to campaigns, especially those at consumer-facing companies. The celebrity partners typically share in profits if a targeted company’s shares rise. Jana in the past tapped retired basketball star Dwyane Wade and former baseball player CC Sabathia as special advisers on a campaign at pet-food maker Freshpet. Shaquille O’Neal joined the board of Papa John’s after fellow activist Starboard Value invested in the pizza chain.” WALL STREET JOURNAL
What Can You Do When the US Government Becomes a Shareholder in Your Company?
As U.S. equity stakes rise in key sectors, boards and executives must prepare for a new class of shareholder, with national interests at play
"More boards, CEOs and investors are asking how the government might behave as a shareholder. Practically, what does it mean for investor relations? Investor relations is a critical company function whose job it is to communicate a company’s investment narrative, metrics on financial health, business strategy and financial outlook to Wall Street. IROs must now be considering the impact on financial communications if the US government is a major investor in their company…. IROs, along with senior executives and boards, must prepare for new questions and concerns. Even as a passive investor, the US government may exert influence that is not in the company’s or its customers’ best long-term interests. Investors will likely probe any apparent market distortions.” IR IMPACT
Shareholder Activism: Ten Trends for 2026
With campaigns launching earlier and becoming more sophisticated, boards must rethink year-round preparedness for investor challenges
“Shareholder activism is at record levels and is no longer limited to the ‘proxy season.’ Dozens of U.S. activist situations are underway for 2026 annual meetings, well before the windows for nominations open at most targeted companies…. Companies are increasingly finding avenues to communicate with their retail shareholder base to garner support. Some are looking into the idea of implementing auto-voting programs for retail investors, believing that retail investors are generally inclined to support boards and management teams…. Nascent or occasional activists have caught on to the reality that a long or successful track record is not necessary to garner the support of ISS and Glass Lewis, or even of large institutional holders, if they make a credible business case for change and recruit reasonably qualified director nominees.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
Driving a Culture of Accountability in the Boardroom
More than half of directors think someone on their board should be replaced
“The role of a corporate director has never been more challenging — or more critical. 2025 has continued to usher in a wave of disruptive forces, ranging from an uncertain regulatory environment and geopolitical instability to artificial intelligence (AI) transformation. The complexity of board responsibilities is only expanding under the weight of these external pressures, demanding a deeper commitment and more active participation from directors to provide effective oversight. As this complexity has grown, so has a sense of dissatisfaction among directors about the boardroom experience. For the first time, PwC’s Annual Corporate Directors Survey reveals that more than half of directors believe at least one fellow board member should be replaced. What is fueling this perception of underperformance? Is it a lack of commitment or specialized expertise? Or is it symptomatic of deeper cultural barriers that limit open, candid dialogue in the boardroom?” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
Citigroup Reunites CEO and Chair Roles
The company joins other large U.S. banks whose chief executives also lead the board of directors
“Citigroup named Chief Executive Jane Fraser as chair of its board, putting the two roles under the bank’s top executive after keeping them separate for nearly two decades…. Citigroup joins other large U.S. banks, including Bank of America, JPMorgan Chase, Morgan Stanley and Wells Fargo, whose chief executives also lead the board of directors. Citigroup has kept the roles separate since 2007, while other banks that split the chief executive and chairman roles after the financial crisis have recombined them.” WALL STREET JOURNAL
When Values Collide: Silicon Valley Titan Quits Salesforce Foundation Board Over Benioff’s Trump Support
Longtime director Ron Conway steps down, citing irreconcilable political differences with CEO Marc Benioff
“A prominent Silicon Valley venture capitalist resigned on Thursday from the board of Salesforce’s philanthropic arm after the company’s chief executive, Marc Benioff, said last week that he fully supported President Trump and wanted the National Guard to come to San Francisco. The venture capitalist, Ron Conway, had been a member of the Salesforce Foundation board for a decade. He told Mr. Benioff on Thursday in a fiery email, seen by The New York Times, that their values were no longer aligned and that he was resigning as a director. Mr. Conway has been a close friend of Mr. Benioff for more than 25 years…. The comments by Mr. Benioff, a billionaire who had been considered Silicon Valley’s rare progressive tech titan, enraged leaders in the liberal city.” NEW YORK TIMES
Chamber of Commerce Challenges Trump’s $100K H-1B Visa Fee
Business leaders warn the sweeping fee hike could disrupt talent pipelines and harm U.S. competitiveness
“The U.S. Chamber of Commerce sued the Trump administration Thursday over hefty new fees in the H-1B visa program, joining the legal campaign against the administration’s changes to a program used by some of the biggest tech companies in the U.S. The lawsuit puts the chamber among the few business groups to challenge the Trump administration in court over policies they say will hurt employers…. The White House’s late-night announcement of the program restrictions sparked days of chaos. Some companies scrambled to bring workers back to the U.S. before the Trump administration clarified that the changes only apply to new visas, not renewals for people who currently hold an H-1B…. Tech leaders including Elon Musk have characterized it as a critical tool for securing in-demand high-skilled workers, while skeptics believe that many visa recipients displace American workers and depress their wages.” WALL STREET JOURNAL
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