When I was a corporate communications intern at AOL Time Warner (pre-Columbus Circle), we used to do a daily search through the newspapers and cut out clips mentioning the company, directly and indirectly. We would then paste them on paper (enough news to turn it into a small laminated book), make copies for the whole C-suite, and deliver them. I remember venturing into Dick Parsons’ office once - let me say, they don’t make offices like that anymore (so far as I know). Everything always comes back full circle. Following the public filing documenting CHH’s offer to WH, here is what social medi ..read more

Disclaimers: https://www.transactionaldelights.com/disclaimers Here are a few notes and connections on the investor and public company landscape, including some thoughts on stakeholder activism and the “S” in ESG: On November 13, Elliott and DUK announced a cooperation agreement for the appointment of two directors to DUK’s Board, in addition to one director to be named by March 31, 2022 that is mutually agreeable to DUK and Elliott. Prior to the cooperation agreement, according to Bloomberg, Elliott had sought to split DUK into three companies in order to unlock $15 billion in value, and cr ..read more

Disclaimers: https://www.transactionaldelights.com/disclaimers A recent report from Bloomberg, states that although Edwards Rogers was removed from his role as Chair of the RCI Board, he has maintained his ability to vote shares from the Rogers Control Trust[1] (an entity that controls RCI). In order to understand the reasoning behind these moves, it is first necessary to identify the three hats that Edward Rogers wears/wore for RCI: (i) Chair of the RCI Board (officer position), (ii) Shareholder (through his position as Chair of the Rogers Control Trust), and (iii) Director of the RCI Board ..read more

Disclaimers: https://www.transactionaldelights.com/disclaimers In some pretty big corporate governance news, BlackRock recently announced that in 2022, it will be taking its first steps to “expand the opportunity for clients to participate in proxy voting decisions where legally and operationally viable.” Through new technology and collaboration with industry partners, the voting choices will be available to institutional investors invested in their index funds, making approximately 40% of the $4.8 trillion index equity assets managed by BlackRock for their clients eligible for these new votin ..read more

Disclaimers: https://www.transactionaldelights.com/disclaimers This is Part 2 of the EHTH saga, which covers the second part of Hudson Executive’s cooperation agreement, Starboard Value’s subsequent cooperation agreement, H.I.G’s nominee and SB 826, California’s Gender Diversity Law regarding Board composition. Part 1 is here. Quick set-up is Hudson Executive signed a cooperation agreement on March 10 with EHTH for one director immediately and one director to be decided on later. EHTH had a classified Board, and per the Hudson agreement, was limited to nine directors (10 following the appointm ..read more

Disclaimers: https://www.transactionaldelights.com/disclaimers On March 10, 2021 EHTH signed a cooperation agreement with Hudson Executive to appoint a Class I director (term expiring 2022 annual meeting), and “cooperate in good faith” to appoint a Class III second director by April 24th, 2021[1] (for a term expiring at the 2021 annual meeting). In addition, the cooperation agreement states that once the second director is appointed, the size of the Board will be limited to 10 directors until the expiration date of the agreement - which probably won’t happen until the fourth quarter of 2021 (b ..read more

Disclaimers: https://www.transactionaldelights.com/disclaimers Last March, Elliott entered into a cooperation agreement with TWTR to put Jesse Cohn on the TWTR Board (and also to form a Management Structure Committee to evaluate TWTR’s leadership structure[1]). One year later, Elliott and TWTR have disclosed[2] that Cohn’s term will continue, but that he plans on stepping down from the TWTR Board after TWTR’s Nominating and Corporate Governance Committee, in consultation with Cohn, identifies a new Board candidate. Here’s the narrative from Forbes: “What a different a year makes. Twitter sto ..read more

Disclaimers: https://www.transactionaldelights.com/disclaimers Starboard is considered one of the most successful shareholder activists in North America. In 2020, Starboard was involved in six activist campaigns, making it the second most prolific activist in North America last year, with its largest target at ON Semiconductor, which had a ~$10.7 billion market cap at the time.  Last proxy season, Starboard engaged with BOX, which lead to a March 2020 settlement. Following a 13D filed in September 2019, a deal was struck prior to the 2020 annual meeting in the form of a March 2020 settlem ..read more

Disclaimers: https://www.transactionaldelights.com/about-1 Greetings! I would like to start with a small victory lap by giving a shout out to @_feedspot, who listed Transactional Delights as one of their Top 25 M&A Blogs, in addition to peers such as Clearly Gottlieb-M&A Watch, PWC-Deal Talk Blog, Cooley M&A, Norton Rose Fulbright-Insight, Harvard Law School Forum on Corporate Governance and M&A, the New York Times-M&A, Intralinks, M&A Leadership Council, Deallawyers.com, Reddit, and McCarthy Tétrault-M&A Perspective, among others. Today’s topic broadly covers the c ..read more

Disclaimers: https://www.transactionaldelights.com/disclaimers In what seems to be a trend of shareholders contesting go-privates based on concerns over valuation (Vista – Pluralsight, Alta Fox / Pembroke / etc. – CLCT), T. Rowe has declared publicly that it will not tender its shares for the CKH – American Industrial Partners tie up[1]. Here’s a brief summary of what has happened to date. On December 4, 2020, Seacor agrees to be acquired by AIP, a financial buyer, to take the company private. The deal is valued at ~$1 billion and expected to close by the first quarter of 2021[2]. Under the ..read more