Across the Board
Disney Activist Investor Officially Launches Proxy Fight, Nominates Three To Board
Disney has urged shareholders to vote only for its candidates
“Blackwells Capital today made its fight with Disney official, urging shareholders in a definitive proxy statement to elect its three nominees to the board of directors ‘as the company navigates through a vast and novel opportunity set offering a near limitless potential.’ ‘The purpose of our campaign is simple: we want to ensure that Disney has the right collection of minds around the boardroom table, working constructively together to make decisions that will benefit ALL shareholders for decades to come,’ Blackwells said. The firm is opposed to Nelson Peltz, whose Trian Partners is also taking on the Disney board in what is officially now a three-way fight. Both claim the company hasn’t delivered for stockholders recently.” DEADLINE
Who’s Who in the Battle Over Disney’s Board
Disney shares are trading at half the value held three years ago
“‘It is shaping up to be a contentious proxy season for Walt Disney. After several years of share price underperformance at the entertainment giant, at least three activist shareholders have launched proxy campaigns, with some hoping to get their own candidates elected on Disney’s board…Peltz and Iger have a history of butting heads. In January 2023, after a pronounced decline in Disney’s stock price, Peltz launched an activist campaign. Iger announced plans to cut 7,000 jobs and reduce spending by $5.5 billion, and Peltz dropped the campaign ahead of last year’s shareholder vote. Disney’s stock price continued to fall for much of last year, prompting Peltz to launch a new initiative. In the latest campaign called ‘Restore the Magic,’ Trian has said Disney lags behind its peers and has underperformed since Iger was appointed CEO in 2005.” THE WALL STREET JOURNAL
WeWork’s Co-Founder Is Trying to Buy the Company
Adam Neumann has sought for months to buy business, to no avail
“Adam Neumann shot to fame by turning WeWork into a cultural and business phenomenon, before being ousted from the work space operator in dramatic fashion. But for the past several months, he has been trying to buy the now-bankrupt business — with the help of the hedge fund mogul Dan Loeb...Neumann’s new real estate company Flow Global is pushing WeWork to consider its takeover approach, according to a letter his lawyers sent to WeWork’s advisers on Monday. Flow which has already raised $350 million from the venture capital firm Andreessen Horowitz, disclosed in the letter that Loeb’s Third Point would help finance a transaction." THE NEW YORK TIMES
What Trends are Driving Cyber Risk in North America?
The resurgence of ransomware attacks in 2023 helped stoke worries for US organizations
“Generative artificial intelligence (AI), the resurgence of ransomware, an evolving regulatory environment, and a heated election year in the US are driving shifts in the cyber risk landscape for North American businesses this year. That’s as cyber incidents remained the most significant global risk for the third year in a row, according to the 2024 Allianz Risk Barometer. Cyber events are the top peril in 17 countries, including the US, and the second-biggest risk in Canada. Business leaders polled by Allianz were most concerned about data breaches (59%), attacks on critical infrastructure and physical assets (53%), and ransomware (53%).” INSURANCE BUSINESS
The Future of ESG: Thoughts for Boards and Management in 2024
Boards and management begin navigating toward a post-ESG era
“The term ‘ESG’ has steadily faded from the investor and corporate lexicon over the past year in the wake of cultural and political clashes over its meaning and purpose. ‘Anti-ESG’ legislation adopted by several states has created legal and financial hurdles around the term. Institutional investors have gone quiet on ESG amid public criticism and congressional subpoenas. BlackRock has publicly disavowed the term for having become too politicized. The use of ‘ESG’ in earnings calls has dropped precipitously. For boards and management seeking to navigate today’s environment, the declining use of the term ‘ESG’ likely signals its evolution rather than its demise.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
Harvard Names Ex-Merck CEO and KKR Co-CEO to Board
Neither Ackman’s candidate nor Zuckerberg’s got the votes
“Harvard University named two top business executives to its governing board at a time of intense scrutiny of the institution from alumni, lawmakers and faculty. Kenneth Frazier, the former chief executive officer of Merck & Co., and KKR & Co. Co-CEO Joseph Bae, were elected Sunday by Harvard Corp. with the consent of the board of overseers, according to a statement from Alan M. Garber, the university’s interim president.” BLOOMBERG
Singapore has High Potential to be an AI Hub
Experts cite AI Trailblazers and strong public/partnerships as leading-edge initiatives
“Singapore has ‘very high’ potential as a global AI hub — thanks in part to an environment that fosters innovation, a Google Cloud executive told CNBC…Yap was speaking on the sidelines of Explore AI summit in January, a meeting hosted by Google Cloud and the Singapore government to recognize the top generative AI solutions from organizations that took part in the ‘AI Trailblazers’ initiative. The initiative was first announced in July by Singapore’s Ministry of Communications and Information, Digital Industry Singapore, Smart Nation and Digital Government Office, and Google Cloud.” CNBC
Should Your Board Prepare For A Potential Commercial Real Estate Crisis?
New York Community Bancorp recorded unexpected commercial real estate losses this month
“New York Community Bancorp’s sharp stock price decline this week is an early indication that corporate board members may need to thoroughly examine whether their company has any potential exposure to banks (or other investments) that could be affected by a commercial real estate crisis. Industry analysts are warning that a commercial property meltdown is coming, and banks that hold a significant level of commercial real estate loans may be at risk of default. As we saw last year, bank defaults can disrupt companies in numerous ways, and corporate boards should have mitigation strategies in place to help their company navigate any disruptions if necessary.” CORPORATE BOARD MEMBER
