Across the Board
If You Have Time: Larry Fink Urges Looking Beyond the Current Noise
Annual letter highlights risks of short-term thinking in a fast-moving world
“We are living through a period where things that would've defined a decade have become routine: wars with global repercussions, trillion-dollar companies, a fundamental reordering of international trade, and the advent of the most significant technology since, at least, the computer. Too often, this gets filtered through a short-term lens. Daily market moves are treated as signals of lasting change, and complex economic or technological transitions are compressed into headlines. We live in a world where information moves instantly, and reactions follow just as fast. At times, it can feel dopamine-driven—where constant input rewards short-term impulses. But speed can distort perspective, crowding out long-term thinking. To be fair, in financial markets all this short-term activity serves a purpose. It’s how new information is absorbed, risks are priced, and capital is allocated.” BLACKROCK
Elliott Investment Management Targets Synopsys with Multibillion-Dollar Stake
Activist investor wants to help align execution, profitability, and monetization
“Activist investor Elliott Investment Management has a multibillion-dollar investment in Synopsys, the big chip-design software maker… Elliott plans to engage with Synopsys to push the business to make more money from its software and services, the people said. Synopsys’s customers include Intel, Alphabet and Tesla…. Cohn said Elliott believes there is a ‘clear opportunity for Synopsys’ financial performance to more fully reflect the value it delivers.’ Cohn said the firm looks forward to engaging with the company, ‘to help align operational execution, profitability and monetization with its potential and importance to the semiconductor ecosystem.’…. Synopsys has recently lagged behind both the broader semiconductor index and Cadence Design Systems, its closest rival. Synopsys’s shares are down more than 6% over the past 12 months, while the semiconductor index is up around 71%, and Cadence’s stock is up about 8% over the same period. Elliott sees room for Synopsys to boost sales and improve margins to be more in line with those of Cadence.” WALL STREET JOURNAL
Tripadvisor Reaches Board Deal with Starboard
Settlement adds new directors as activist backs company nominees and governance agenda
“Tripadvisor said Monday evening it reached a deal with Starboard Value that could see the activist investor get four nominees to the Tripadvisor board at the next annual meeting, which usually takes place in June…. Tripadvisor agreed to immediately increase its board size to 10, up from the current eight directors. Two ‘new independent appointees,’ Andrew Cates and Dhiren Fonseca, have joined the Tripadvisor board, and their terms will expire at the annual stockholder meeting…. Starboard can recommend two additional directors for a total of four. One can be a director independent of Starboard, and the other can be a Starboard representative or independent of the activist investor. As an alternative to recommending the second independent director candidate, Starboard can recommend its CEO, Jeff Smith, or Ajay Sundar, Starboard Value managing director…. The deal, which Tripadvisor disclosed in a financial filing, comes after Starboard Value began its activist campaign at Tripadvisor in July 2025, when it publicly disclosed acquiring more than a 9% stake in the company, worth approximately $150 million at the time.” YAHOO FINANCE
Janus Henderson Board Backs Trian Deal as Rival Bid Falls Away
Victory Capital withdrew its bid to acquire Janus Henderson, clearing the way for Trian Fund Management and General Catalyst
"Victory Capital withdrew its bid to acquire Janus Henderson, clearing the way for Trian Fund Management and General Catalyst to buy the asset-management firm. Victory dropped out of the bidding war on Tuesday after Trian Fund Management and General Catalyst increased the value of their agreement to buy Janus by $3, to $52 a share in cash…. The company said its board determined that the competing bid from Victory Capital isn’t a superior proposal to the deal with Trian and General Catalyst and ‘presents unacceptably high closing risks.’ Victory said it was only ready to move forward with a proposal that had the full support of a special committee of the Janus board…. Janus Henderson said Trian and General Catalyst are committed to closing by mid-2026.” WALL STREET JOURNAL
Eagle Bancorp Faces Activist Push for Board Overhaul
Activist investor calls for board changes as governance scrutiny spreads beyond large-cap companies
"Diligence Capital Management, which owns 27,500 shares in Eagle, wants the $10.5 billion-asset company to add directors who have bank turnaround experience. As Eagle's search for a new CEO approaches the end of its fifth month, Diligence is going public with its push for new blood on the board. James Abbott, Diligence's CEO and chief investment officer, told American Banker that Eagle faces a series of time-sensitive problems. He's calling for the replacement of James Soltesz as chairman of the board, arguing that Soltesz lacks the requisite experience at this point in time…. Diligence's campaign at Eagle is the latest example of activist investors pushing for change at publicly traded banks they see as underperformers. Last year, HoldCo Asset Management publicly took on management at Comerica Inc., KeyCorp, Columbia Banking System, Eastern Bankshares, First Interstate BancSystem. Earlier this month, Lake Shore Bancorp in western New York reached a standstill agreement with activist investor Joseph Stilwell. In an open letter to Eagle's board last week, Diligence proposed three candidates to be added as directors.” AMERICAN BANKER
Beretta Pushes for Larger Stake in Ruger as Dispute Escalates
Ruger’s board resists activist-style push amid concerns over governance and influence
“Beretta Holding has made an offer to increase its stake in Sturm, Ruger & Company, the latest move in an escalating dispute between the two firearms makers. Beretta said it sent a letter to Ruger’s board on Wednesday regarding a potential acquisition of up to 20.05% of Ruger’s outstanding shares…. The latest development follows weeks of increasingly public disagreement between the companies. Earlier this month, Ruger said Beretta was seeking to gain control through discounted share purchases and outsize governance rights, after building its stake to nearly 10% and nominating four directors to the board. Ruger additionally said Beretta had outlined a long-term plan to combine the two businesses and proposed that Ruger issue additional shares at a discount, which would allow Beretta to increase its stake while obtaining disproportionate board representation. Ruger said it adopted the poison pill to guard against a potential creeping takeover. Beretta has denied those claims, saying it wasn’t seeking control and had instead pursued a negotiated minority investment aimed at improving Ruger’s performance…. Beretta on Wednesday accused Ruger’s board of acting defensively and said shareholders should be allowed to determine whether to accept the tender offer.” WALL STREET JOURNAL
Apollo Strikes $3.7 Billion Deal for Nippon Sheet Glass
Private equity steps in with capital and restructuring plan to drive future performance
“Apollo Global Management has agreed to acquire Nippon Sheet Glass, marking its largest private-equity investment in Japan to date, totaling about $3.7 billion in enterprise value. The U.S. asset manager said late Monday that its funds would invest equity to support the Japanese company’s financial position and long-term growth. Apollo said that Nippon Sheet’s principal lenders would effectively swap a portion of their outstanding loans for equity to shore up its balance sheet. The U.S. asset manager expects the Japanese company to capture rising demand for architectural glass, automotive glazing and solar products thanks to its manufacturing capabilities and deep customer relationships. The move is Apollo’s fifth private-equity fund investment in Japan, with prior deals including a takeover of Panasonic’s auto-parts business.” WALL STREET JOURNAL
Board Refresh at Phillips 66 Signals Focus on Execution and Capital Discipline
Leadership changes position the board closer to strategy, risk, and financial performance
“The board changes at Phillips 66 bring a mix of deep sector experience and broad financial oversight at a time when the company is active on midstream growth, refining projects, and capital returns. Kevin Meyers has spent decades in senior roles across ConocoPhillips, ARCO, and multiple energy boards, which gives him a detailed view of large scale upstream and downstream operations, project execution, and commodity exposure. That background is relevant as Phillips 66 continues to work on refining improvements and midstream projects…. Howard Ungerleider adds a different angle, with long experience as President and CFO of Dow Inc. and current board roles at Air Products, American Airlines, and Kyndryl. His profile suggests a focus on capital allocation, balance sheet oversight, and large company governance. Both new directors are joining the Audit & Finance and Public Policy and Sustainability committees, which places them close to Phillips 66's financial controls, risk oversight, and energy transition positioning while two long serving directors step back.” YAHOO FINANCE
The 2025 Activist Watchlist
Each year, Diligent Market Intelligence (DMI) creates a ranking of the most prolific activists over the past year, based on the quantity and size of their activist investments
“Topping the league table for 2025, Elliott found its targets across global markets but with the U.S. accounting for almost 59% of its overall activity. Chief among its U.S. targets was Phillips 66, where the activist secured two out of four seats sought on the 14-member staggered board in a campaign that delivered a novel governance proposal and showcased the power of digital communications with new messaging methods such as video and podcasts that brought director interviews directly to voters. The contest was the activist hedge fund’s first in recent years to go all the way to a shareholder vote after recording 13 settlements between 2022 and 2024 and with many inked at the eleventh hour…. In second place on the activist watchlist, Saba Capital Management found the largest number of targets overall in 2025 with its niche strategy focused on closed end funds (CEF) viewed to be trading at a discount to net asset value (NAV). The U.S. market accounted for 68% of its activity with Pioneer, BNY Mellon and BlackRock funds among the chosen targets.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
Super Micro Director Resigns Amid AI Chip Smuggling Charges
Resignation follows charges tied to evading U.S. restrictions on AI chip exports
“Super Micro Computer said on Friday that Yih-Shyan Liaw has resigned from its board, effective immediately, after the co-founder was arrested by the U.S. Justice Department for helping smuggle billions of dollars of AI chips to China. Liaw's resignation was not the result of a disagreement with the company, Super Micro said in a filing with the U.S. Securities and Exchange Commission. The U.S. Justice Department on Thursday charged Liaw, sales manager Ruei-Tsang Chang, and contractor Ting-Wei Sun with running a scheme to route U.S.-made servers through Taiwan to Southeast Asia, where the products were repackaged into unmarked boxes and smuggled into China. U.S. officials allege the three went to great lengths to hide their activity, including using hair dryers to remove labels and serial numbers from real servers and placing them on dummy machines left behind after the real ones were shipped to China. The U.S. has restricted exports of advanced AI chips to China since 2022…. Liaw co-founded Super Micro in 1993 and joined its board in 2023….” REUTERS
AI Oversight Takes Center Stage in 2026 Proxy Season
2026 proxy season to test how directors manage technological risk and opportunity
“Board oversight of AI is emerging as the defining theme of the 2026 proxy season, reflecting how quickly the technology has moved from an operational tool to a core governance priority…. This focus on AI sits within a broader shift in governance expectations, where investors are demanding more rigorous oversight across evolving risk areas. Companies are likely to formalize board-level responsibility for AI and invest in director education or recruitment to ensure sufficient expertise. The expectation is not only better governance structures but also more detailed disclosure, signaling to shareholders that boards are actively engaged with both the opportunities and risks associated with AI adoption.” GOVERNANCE INTELLIGENCE
Proxy Voting Outlook: Spotlight Turns to Governance in Transition Year
Regulatory shifts and fewer proposals refocus attention on core board responsibilities
“Change is in the air as the 2026 US proxy voting season begins. Regulatory shifts and new voting dynamics will challenge investment firms to remain principled in their approach to stewardship. The proxy pendulum is swinging. After several years in which environmental and social issues gained prominence, governance matters such as director elections and executive compensation have reentered the spotlight. This year, ballots will be cast amid significant regulatory and legal moves. Proxy advisory firms are under intense scrutiny while state and federal laws and enforcement actions have added layers of complexity to governance decision making. We believe investment firms should enter proxy season with eyes wide open: aware of what’s changing yet guided by a materiality-based framework to vote independently with conviction.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
The Case for Entrepreneurial Directors in the Boardroom
Evolving risks demand leaders comfortable with speed, ambiguity, and imperfect information
“Perhaps every generation of directors says this, but it feels different now: The boardroom reality has changed, and public company boards are operating in an environment that looks very little like the one many first learned to navigate. Technology cycles that once unfolded over decades now move in months. Economic conditions shift quickly and unpredictably while workforce expectations continue to evolve. At the same time, boards face social scrutiny, public pressure and geopolitical forces that can alter strategy overnight. For many years, boards were well served by directors with deep experience in large, stable corporate organizations. Their pattern recognition, operational discipline and understanding of scale were invaluable. Much of that still matters, but what has changed is the pace…. This is not a critique of traditional board experience, but a recognition that the strengths that made boards effective for decades now need to be complemented by a different kind of perspective. Executives from large organizations bring essential strengths, such as consensus building, rigorous analysis, governance expertise and risk mitigation, but in fast-moving environments, those same strengths can reduce urgency and delay action while waiting for full certainty.” DIRECTORS & BOARDS
