Workflow
Poison pill
icon
Search documents
Shareholder of Empery Digital Inc. Calls for Resignation of CEO and Entire Board of Directors
Globenewswire· 2026-02-04 23:17
Core Viewpoint - Tice P. Brown, a significant stockholder of Empery Digital Inc., is demanding the resignation of CEO Ryan Lane and the entire Board of Directors, citing mismanagement and self-serving actions that hinder shareholder returns [2][3][4]. Company Management and Governance - The current management, led by CEO Ryan Lane, is accused of entrenchment and mismanagement, with a specific mention of a "poison pill" strategy that is seen as a tactic to block shareholder capital returns [2][4]. - The Board of Directors is criticized for allowing unprofessional conduct and failing to fulfill their responsibilities, leading to calls for their immediate replacement [3][4]. Financial Performance and Strategy - Empery Digital Inc. is described as having a single significant asset that could be liquidated to return capital to shareholders, highlighting the inefficiency of the current management in maximizing shareholder value [5]. - The company has a $105 million margin loan that is deemed reckless, with suggestions that it should be paid off by liquidating Bitcoin holdings [6]. Operational Concerns - There are allegations of high operational costs, including payroll for employees associated with Ryan Lane's hedge fund and expensive office rent in Rockefeller Center, which are seen as detrimental to the company's financial health [6]. - The management's strategy is criticized for lacking clarity, with vague plans for a potential sale at a discount to market NAV, while immediate liquidation could yield full NAV [6].
‘Poison pill’ risks burdening Telegraph with UAE debt
Yahoo Finance· 2025-11-17 20:21
Core Insights - The Telegraph has been valued at approximately £350 million, but it faces a potential £500 million debt to the UAE due to a failed takeover bid by RedBird Capital Partners [1][4] - The original bid involved a complex deal to pay off the previous owners' debts, but the failure to convert lending into ownership has left The Telegraph with unsustainable debt risks [2][3] - The undisclosed terms of the loan agreement could result in additional debt on The Telegraph's balance sheet if not fully recouped in a future sale [3] Financial Implications - Analysts have indicated that The Telegraph's valuation of £350 million could lead to a £150 million debt burden to the UAE under unknown interest terms [4] - The "poison pill" clause may deter potential bidders by imposing significant debt, limiting the newspaper's ability to invest in growth during a critical digital transition [7] Political and Regulatory Context - There is increasing pressure on government officials to intervene and protect The Telegraph's future amid concerns over the "poison pill" [4][6] - Key political figures, including Sir Keir Starmer, are advocating for a swift resolution to safeguard the newspaper from being burdened by the financial failings of its previous owners [4][6]
Edward and Ludmila Smolyansky Provide Update on the Definitive Consent Solicitation Process Currently Underway and Respond to Lifeway Foods, Inc. (NASDAQ: LWAY)
Prnewswire· 2025-07-11 19:50
Core Viewpoint - The Smolyanskys, significant shareholders of Lifeway Foods, are actively pursuing a consent solicitation to remove the current board of directors and replace them with their nominated candidates, citing dissatisfaction with the board's actions and accountability [1][9]. Group 1: Consent Solicitation Process - The Smolyanskys have initiated a consent solicitation process, filing a definitive Consent Statement with the SEC on July 2, 2025, and report positive responses from other shareholders [1][2]. - Lifeway Foods has publicly stated that the consent solicitation is legally deficient, claiming inadequate notice to shareholders and the absence of a record date [2][3]. - The Smolyanskys assert that their request for a record date and shareholder list remains unfulfilled, indicating a lack of transparency from the board [2][3]. Group 2: Board Accountability and Actions - The Smolyanskys criticize the board for postponing the 2025 annual meeting and for not being responsive to shareholder concerns, urging shareholders to support their consent solicitation [3][6]. - Recent filings suggest that the board does not believe its own statements regarding Danone's $27 per share offer, which it claims undervalues the company, raising questions about the board's credibility [4][5]. - Jason Scher, the lead independent director, sold nearly all his shares, which raises concerns about the board's commitment to the company's future and contradicts their stance on the undervaluation of the company [5][6]. Group 3: Call to Action - The Smolyanskys are encouraging shareholders to sign and return WHITE consent cards to support their initiative to replace the current board [6][9]. - They have provided a platform for shareholders to obtain more information and engage with their campaign through FreeLifeway.com and LinkedIn [6].