Core Insights - The LA CorpGov Forum took place on September 4, 2025, in Los Angeles, focusing on various topics relevant to corporate governance and investment [1][2]. Group 1: Event Overview - The forum was hosted in collaboration with Edelman Smithfield and attracted over a hundred participants, including institutional investors, corporate executives, and USC alumni [1]. - The event featured a mix of panels, fireside chats, and networking opportunities [1]. Group 2: Key Topics Discussed - Major topics included IPOs, shareholder activism, governance in Los Angeles, media and entertainment, sports business, private boards, and international business [2]. - Specific sessions included discussions on maximizing value from private boards and the role of boards in shareholder activism [3].

Core Insights - Elliott Investment Management L.P. holds a significant investment of over $2 billion in Workday, Inc. and expresses confidence in the company's leadership and growth potential [1] - The firm believes that the plan announced at the Financial Analyst Day will enhance Workday's operating model and capital allocation framework, driving long-term value creation for shareholders [1] Company Overview - Workday is recognized as a unique software franchise with industry-leading growth potential and best-in-class customer retention [1] - The management team, including CEO Carl Eschenbach and CFO Zane Rowe, has made substantial progress in recent years [1] Investment Management Context - Elliott manages approximately $76.1 billion in assets as of June 30, 2025, and is one of the oldest funds under continuous management [2] - The investor base of Elliott includes pension plans, sovereign wealth funds, endowments, foundations, high net worth individuals, and employees of the firm [2]

Core Insights - The fifth annual Palm Beach CorpGov Forum will take place on November 5-6, 2025, at the Palm Beach Lake Pavilion, featuring panels and networking events [1][2] - The event is expected to attract around 300 attendees, including institutional investors, board directors, family offices, attorneys, investment bankers, and key advisors [2] - The forum will cover various topics including Private Equity, IPO Execution, Shareholder Activism, and Industry Panels on Cybersecurity, Real Estate, Blockchain, AI, and Sports [5][6] Event Details - The forum will run from 1 PM to 5 PM each day, followed by networking receptions from 5 PM to 7:30 PM [1] - The event will be digitized into a report and published by CorpGov and its content partners, including Yahoo Finance and Bloomberg [2] Speakers - Keynote speaker will be Josh Frank, Partner and Co-Investment Officer at Trian Fund Management, along with other notable speakers from various sectors [6]

Company Overview - PepsiCo is one of the largest consumer packaged goods companies globally, with a diverse portfolio of iconic brands including Lay's, Doritos, Cheetos, Gatorade, and Pepsi-Cola [1][4] - The company operates in various segments, including Frito-Lay North America, Quaker Foods North America, and PepsiCo Beverages North America, with North America accounting for 60% of revenue and international markets 40% [5] Performance Analysis - Despite its scale and brand strength, PepsiCo's stock has underperformed, losing nearly $40 billion in market capitalization over the past three years and trailing the S&P Consumer Staples Index by 169 percentage points over the last 20 years [5][13] - Strategic missteps in the North American business, particularly in the PBNA segment, have contributed to this underperformance, including the decision to keep bottling operations vertically integrated rather than refranchising [6][7] Strategic Recommendations by Elliott Investment Management - Elliott Investment Management, which holds a $4 billion position in PepsiCo, has proposed a comprehensive plan to reaccelerate growth through improved operations, strategic reinvestment, and enhanced accountability [3][14] - Key recommendations include refranchising the bottling network to improve operating margins and optimizing the product portfolio by reducing the number of SKUs and divesting underperforming brands [14][15] - Elliott emphasizes the need to reinvest in core soda franchises and halt aggressive growth strategies in the PFNA segment, which has seen a deceleration in top-line growth [16][17] Financial Insights - PepsiCo's capital expenditures rose from $3.3 billion in 2018 to $5.2 billion in 2022, with expectations of $5.3 billion in 2024, despite a contraction in FLNA sales [11][12] - The company's operating margins in the PBNA segment have decreased from 30% to 25%, reflecting the impact of increased costs and strategic missteps [12] Market Position and Valuation - PepsiCo currently trades at an 18x P/E ratio, below its ten-year average of 22x, indicating a significant discount compared to historical performance [13] - Elliott believes that effective implementation of its plan could provide at least a 50% upside to shareholders, highlighting the potential for long-term value creation [18][20]

Core Insights - An activist investor, Elliott Management, has acquired a $4 billion stake in PepsiCo, indicating that the company is underperforming and changes are expected quickly [2][3] - The letter from Elliott suggests that Pepsi's stock could increase by over 50% if the company implements the hedge fund's recommendations [3] - The current environment for activist campaigns has shifted, with a more collaborative approach emerging between activists and companies, reducing the likelihood of confrontational tactics [4][5][12] Company Performance - PepsiCo is at a critical juncture, with an obligation to enhance financial performance and reclaim its status as an industry leader [3] - The market generally supports activist investors, as evidenced by the increase in Pepsi's stock price following the announcement of Elliott's stake [6] Activist Investor Landscape - The activist investment industry has grown significantly, with managers now overseeing close to $230 billion, a 35% increase since 2022 [6] - A Barclays review indicates that settlements between companies and activists have risen, with board seats allotted to investors increasing by 16% [7] - Many activist campaigns are resolved without public confrontation, reflecting a shift in strategy among both activists and targeted companies [12] Industry Trends - The current state of shareholder activism suggests that it is becoming easier for activists to influence large public companies, with a notable example being the ongoing campaign against Pepsi [13] - The complexity of Pepsi's operations may present challenges for Elliott's campaign, but the fund is currently adopting a cooperative approach [13]

Texas Law Updates - Texas Senate Bill (SB) 1057 aims to curb shareholder activism by introducing stricter requirements for submitting proposals at shareholder meetings for companies opting into higher thresholds [1] - SB 1057 introduces three new requirements for shareholder proposals, including ownership threshold, holding period, and solicitation requirement [1] - SB 2411 expands officer exculpation and streamlines approval of mergers and major transactions [3] Shareholder Proposal Requirements (SB 1057) - The ownership threshold requires shareholders to hold the lesser of $1 million in market value or 3% of the corporation's voting shares [2] - Shareholders must continuously own the shares for six months prior to and including the date of the shareholder meeting [2] - Shareholders must solicit holders of shares representing at least 67% of the voting shares entitled to vote on the proposal [2] Tesla Implications - Tesla has not publicly stated whether it will opt into the higher thresholds defined by SB 1057 [1] - The current shareholder proposal for a possible xAI investment in the November 6, 2025 proxy is governed by existing bylaws and SEC Rule 14a-8, not the new Texas thresholds [4] - Reincorporating in Texas allows Tesla to leverage a more business-friendly legal environment and reduce regulatory and shareholder burdens [3]

Summary of J.P. Morgan's 2025 Mid-Year M&A Outlook Industry Overview - The report focuses on the M&A (Mergers and Acquisitions) landscape, particularly in Europe, with a cautiously optimistic outlook for H2 2025 and 2026 [1][4][6]. Key Insights - **Global M&A Activity**: - Global M&A volumes increased by 27% year-over-year (y/y) in H1 2025, reaching $2.2 trillion, with 72% of these volumes consisting of deals greater than $1 billion, marking a 20-year high [4][6]. - EMEA (Europe, the Middle East, and Africa) M&A volumes rose by 11% y/y, although the number of deals remained below the 10-year average [4][6]. - **Market Dynamics**: - The DACH region (Germany, Austria, and Switzerland) saw a significant increase, with announced volumes doubling y/y [6][7]. - The report highlights a shift towards larger deals and an increase in take-privates and cross-border transactions [4][6]. - **Activism Trends**: - Activism is on the rise amid market volatility, with M&A being a primary focus for activists, constituting 29% of US campaigns and 23% of EMEA campaigns [2][4][6]. M&A Outlook - **H2 2025 Expectations**: - Continued growth is anticipated in sectors such as financial institutions and diversified industries within EMEA [4][6]. - The report notes that geographic valuation differences and a focus on nearshoring are expected to sustain M&A activity [9]. - **Challenges**: - Investor confidence is being affected by trade, macroeconomic, and geopolitical uncertainties, leading to currency fluctuations and recession fears [9]. - Regulatory scrutiny is increasing, particularly for foreign buyers in critical sectors, which may extend deal timelines [9]. Additional Insights - **Cross-Border M&A**: - Cross-border M&A activity increased by 24% y/y, with the US, Australia, and the UK being the top target countries [9]. - **Sponsor Activity**: - There were 146 take-privates in H1 2025, compared to 274 for the entire year of 2024, indicating a notable increase in private company opportunities [9]. - **Regulatory Landscape**: - Regulatory bodies in the UK, US, EU, China, and Japan are increasingly reviewing deals involving foreign buyers, which may impact deal certainty and timelines [9]. This summary encapsulates the critical points from J.P. Morgan's 2025 Mid-Year M&A Outlook, providing insights into the current state and future expectations of the M&A landscape, particularly in Europe.

Company Overview - Tripadvisor is an online travel company operating through three segments: Brand Tripadvisor, Viator, and TheFork, connecting travelers with partners through content and marketplaces for various travel categories [1] - Tripadvisor.com is the largest travel guidance platform globally, with 300 million monthly unique visitors, over a billion reviews, and $900 million in revenue [4] - Viator is a rapidly growing booking platform for tours, expected to generate over $900 million in revenue this year [4] - TheFork is the largest online restaurant reservation marketplace in Europe, projected to generate over $200 million in revenue this year [4] Valuation and Market Position - Tripadvisor trades at a significant discount, around seven times EBITDA, compared to low to mid-teens for peers and higher historical multiples for itself [4] - The decline in Tripadvisor's core business revenue by 7.95% from 2023 to 2024 is a contributing factor to its current valuation [5] - Despite the decline, Viator and TheFork are growing, with Viator matching Tripadvisor's revenue and TheFork achieving high single-digit growth [5] Activist Involvement - Starboard Value has acquired a 9.01% stake in Tripadvisor and plans to engage with management regarding value creation opportunities [2][3][6] - Starboard's investment strategy may include maintaining the status quo if revenue growth resumes, focusing on operational efficiency, or exploring strategic sales of segments like TheFork [7] - TheFork could be valued at approximately $1 billion based on a five-times revenue multiple, representing about 40% of Tripadvisor's total enterprise value [7] Governance and Shareholder Sentiment - Tripadvisor's governance issues, including controlled ownership and weak shareholder protections, have historically impacted its valuation [5] - Recent shareholder discontent was evident at the annual meeting, with three directors receiving significant withhold votes, although a proxy fight is not anticipated [9] - Starboard's engagement may lead to improved board representation and a partnership approach rather than a confrontational stance [9]

Core Viewpoint - Apollo Technology Capital Corporation, a significant shareholder of MediPharm Labs Corp., has presented a plan aimed at revitalizing the company and enhancing shareholder value [1][6]. Shareholder Engagement - Shareholders are encouraged to vote for Apollo Capital's six director nominees using the "Gold Card" and to disregard MediPharm's "Green Card" [2][3]. - The communication emphasizes the urgency for shareholders to act in order to protect their investments [2][3]. Ownership and Influence - Apollo Capital, through its subsidiary Nobul Technologies Inc., owns approximately 3% of MediPharm's common shares, totaling 12,491,500 shares [4][6]. - The company is actively seeking to influence the board of directors through its proxy solicitation efforts [11]. Action Plan - Apollo Capital has outlined a commitment to execute an aggressive action plan aimed at increasing MediPharm's share price by over 10 times and preventing insolvency [6]. - The plan includes measures to address excessive executive compensation and rectify three years of value-destructive actions [6]. Legal and Regulatory Compliance - Apollo Capital has filed an amended dissident information circular in compliance with Canadian corporate and securities laws, detailing their director nominees and the rationale behind their actions [5][7]. - Shareholders are advised to read the amended circular carefully as it contains crucial information regarding the upcoming annual meeting [8].

Core Viewpoint - Apollo Capital and Pat McCutcheon emphasize the urgent need for change at MediPharm Lab Corp, advocating for a complete turnover at the board level to restore value for shareholders after years of mismanagement and declining share prices [1][2][5]. Group 1: Management and Governance Issues - MediPharm's share price has significantly collapsed over the past three years, while senior management has received over $10 million in compensation, raising concerns about governance and accountability [2][4]. - The current management has deviated from MediPharm's founding vision by entering the recreational cannabis market and engaging in dilutive mergers and acquisitions, which has not aligned with shareholder interests [2][3]. Group 2: Proposed Changes and Support - Apollo Capital proposes a new board of directors with relevant experience in medical cannabis and turnaround strategies, led by Regan McGee, to drive the company's stock price higher [3][4]. - Shareholders are urged to support Apollo's director nominees by voting the GOLD CARD in the upcoming AGM, as this aligns with the goal of enhancing shareholder value [4][8]. Group 3: Shareholder Engagement - Apollo Capital's business model focuses on investing in poorly managed companies and working with shareholders to secure votes for new governance that prioritizes share value growth [4][5]. - The strategic five-pillar plan for MediPharm has been made available to shareholders, outlining the steps needed to transform the company into a leading player in the medical cannabis sector [7].