Core Insights - The discussion focused on the current Canadian proxy space and the increase in take-private transactions [1] Group 1: Jon Feldman's Expertise - Jon Feldman is a partner at Goodmans LLP, leading the business law group with a focus on corporate and securities law, particularly in mergers and acquisitions (M&A) [1][2] - Feldman has significant experience in shareholder activism, representing both dissident shareholders and boards in high-profile proxy contests [2] - He has been recognized as a leading lawyer in various publications for his expertise in M&A and corporate governance [3] Group 2: Goodmans LLP Overview - Goodmans LLP is recognized as one of Canada's leading law firms specializing in M&A, capital markets, securities, finance, and private equity [4] - The firm serves a diverse clientele, including business leaders and investors, providing tailored legal solutions for complex issues [5]

Core Viewpoint - Elliott Investment Management has taken a position in Barrick Mining and is advocating for the separation of North American assets from its higher-risk operations in Asia and Africa, which the Barrick board is now exploring [3][9][10]. Company Overview - Barrick Mining, formerly Barrick Gold Corporation, is a global mining company primarily focused on gold and copper production, with operations in various countries including Argentina, Canada, and the Democratic Republic of Congo [1][4]. - The company operates 14 gold mines and three copper mines, with significant assets in North America, particularly the Nevada Gold Mines joint venture with Newmont [4]. Recent Performance - Barrick's stock has more than doubled in the past six months, yet it trades at a price to net asset value ratio of 0.9, which is below its North American peers [5]. - The price of gold has increased by over 70%, contributing to Barrick's stock appreciation of more than 100% [10]. Management Changes - The abrupt departure of Barrick's CEO in September led to the appointment of Mark Hill as interim CEO, creating opportunities for activist investors like Elliott to influence the selection of a new CEO [6][7]. - The interim CEO status allows for the exploration of strategic alternatives, including the potential breakup of the company [8]. Strategic Considerations - Separating North American operations from higher-risk regions could help close the valuation gap between Barrick and its peers, such as Agnico Eagle, which trades at approximately 1.5 times its net asset value [9][10]. - Management has indicated that applying a peer-like multiple to Barrick's North American assets could unlock up to 49% of unrealized value [10]. Activist Investor Dynamics - Elliott Investment Management is known for its thorough due diligence and has likely held a position in Barrick for several months, benefiting from the recent stock appreciation [2][12]. - The presence of Elliott is expected to influence the board's decisions regarding the new CEO and the potential breakup of the company [11].

Core Viewpoint - EHS Investments expresses significant concern over TrueBlue's ongoing operational and financial deterioration, emphasizing the need for meaningful change at the Board level to enhance shareholder value [2][11]. Group 1: Operational and Financial Performance - TrueBlue's operational performance continues to decline, with the share price nearing all-time lows, necessitating a change in the Board [2][10]. - The Q3 earnings report indicates a return to organic revenue growth after twelve consecutive quarters of decline, but the growth is misleading due to cost pass-through accounting from renewable energy projects [6][7]. - TrueBlue's core PeopleReady branch performance is declining, and PeopleSolutions has experienced an -11% organic year-over-year revenue decline [7]. - The company has burned -$17 million in free cash flow for the quarter and -$40 million year-to-date, limiting its ability to repurchase shares [8]. Group 2: Board and Governance Issues - EHS Investments plans to nominate highly qualified director candidates to the Board at the 2026 Annual Meeting, aiming to improve governance and oversight [3][12]. - The Board has shown a lack of substantive engagement and has previously declined acquisition offers, resulting in a significant decline in stock price from approximately $12.30 per share to around $5 per share [10][11]. - Allegations in a recent lawsuit suggest a serious lapse in management and Board oversight, particularly regarding the misallocation of capital in the Jobstack initiative [9]. Group 3: Strategic Focus Areas - EHS nominees will focus on three core pillars: staffing excellence, digital transformation, and disciplined capital allocation, all aimed at maximizing shareholder value [3][14]. - A strategic reassessment of the business is planned, including evaluating potential strategic alternatives and opportunities for simplification [14].

Core Viewpoint - The upcoming 2025 Annual Meeting of Shareholders for Lifeway Foods, Inc. is a critical juncture for the company, with a focus on replacing entrenched board members to enhance governance and shareholder value [3][4]. Group 1: Proxy Statement and Board Changes - Edward Smolyansky has filed a Preliminary Proxy Statement with the SEC to facilitate a comprehensive board change aimed at addressing governance failures and value destruction at Lifeway Foods [1]. - The proxy statement seeks to replace legacy directors responsible for the previous board's lack of accountability and proposes two director nominees, George Sent and Edward Smolyansky, along with a non-binding proposal for a new independent Board committee [2][6]. - The proposed committee would review Lifeway's executive leadership, strategic plan, and alternatives, emphasizing the need for independent oversight [2]. Group 2: Shareholder Engagement and Governance Issues - Smolyansky emphasizes the need for an independent and accountable board, criticizing the current board's dysfunction and failure to serve shareholders effectively [3][4]. - The company has not yet disclosed the appointment of two new Independent Board Members or a definitive date for the 2025 Annual Meeting, raising concerns about governance practices [3]. - Smolyansky urges shareholders to vote for the GREEN Universal Proxy Card to support meaningful change and restore confidence in the company's governance [4].

Core Viewpoint - The majority of retail investors at Cracker Barrel Old Country Store, Inc. expressed their disapproval of CEO Julie Felss-Masino, indicating a lack of confidence in her leadership and calling for her removal [1]. Group 1: Shareholder Sentiment - Retail shareholders overwhelmingly voted against the reelection of CEO Julie Felss-Masino, reflecting their dissatisfaction with her performance and the company's direction [1]. - Biglari Capital argues that the current CEO has not been effective, leading to negative customer traffic, which is expected to continue unless there is a leadership change [1]. Group 2: Index Fund Voting Dynamics - The voting behavior of index funds diverged from that of retail investors, as index funds often delegate voting power to governance departments, which may not align with the economic interests of their clients [1]. - There is a call for index funds to align their voting practices with the interests of non-passive investors, ensuring that the question of leadership effectiveness is adequately addressed [1]. Group 3: Recommendations from Proxy Advisory Firms - Independent proxy advisory firms, including ISS, Glass Lewis, and Egan-Jones, have concluded that a change in leadership is warranted at Cracker Barrel and have recommended voting against the company's nominees [4].

Company Overview - The Cooper Companies operates through two segments: CooperVision, focused on contact lenses, and CooperSurgical, which addresses fertility and women's health care [1][4] - CooperVision accounts for 66% of revenue and is a global leader in contact lens wearers, holding a 26% market share, competing with Johnson & Johnson (37%), Alcon (26%), and Bausch + Lomb (10%) [4] - CooperSurgical contributes 33% of revenue, with 60% from office and surgical services and 40% from fertility services [6] Market Dynamics - The global soft contact lens market is valued at approximately $11 billion, growing at an annual rate of 4% to 6%, driven by a shift to silicone hydrogel 1-day lenses and increasing global contact lens users [5] - The fertility treatment market is a $2 billion global market, also expected to grow at a 4% to 6% pace annually [6] Strategic Challenges - Cooper has been reallocating cash from its profitable contact lens business to CooperSurgical, which has led to declining returns on capital and lower margins in the surgical segment [8][10] - Management changes, particularly the appointment of CEO Albert White, have raised questions about the company's strategic focus, as he previously led CooperSurgical [9] Recent Developments - Jana Partners has taken a position in Cooper and is advocating for strategic alternatives, including a potential merger of its contact lens unit with Bausch + Lomb [3][12] - A merger would not create a market leader, as the combined market share would be 36%, just below Johnson & Johnson's 37% [13] - The complementary nature of the businesses suggests minimal regulatory hurdles for a potential merger [14] Financial Performance - Cooper's share price fell 12.85% following a significant reduction in full-year guidance due to lower-than-expected organic growth in both segments [11] - The company is currently trading at a 12-month forward P/E of 16.4x, a discount compared to its 10-year average of 23.1x [11] Strategic Recommendations - Jana Partners suggests that separating the two business units could yield $300 million to $500 million in synergies, which is substantial for a business generating $850 million in EBITDA [16] - If management resists separation, the focus may shift to leadership changes, potentially appointing a new CEO with expertise in the contact lens industry [17][18]

Core Insights - The fifth annual Palm Beach CorpGov Forum took place on November 5-6, featuring discussions on corporate governance, activism, IPOs, private equity, and venture capital [1] - The event attracted over 300 attendees, including institutional investors, board directors, family offices, attorneys, investment bankers, and key advisors [2] Speaker Highlights - Keynote speaker was Josh Frank, Partner and Co-Investment Officer at Trian Fund Management [3] - Other notable speakers included Andrew Keys from The Ether Machine, Ken Traub from Comtech Telecommunications, and various leaders from law firms and investment groups [3][4][5] Panel Discussions - Panels focused on the impact of market conditions on M&A, shareholder activism, and the role of one-time activists [1]

CorpGov and  IPO Edge are pleased to provide complete video coverage of the fifth annual Palm Beach CorpGov Forum held on Nov. 5-6, featuring a two-day event with panels, firesides and networking receptions. The event comprised an array of speakers from the worlds of corporate governance, activism, IPOs, private equity and venture capital. The panelists discussed the importance of activism both from inside and outside of companies, the role of independent directors, and why shareholder activism and active ...

Core Viewpoint - DOMA Perpetual Capital Management LLC, a significant stockholder of Pacira BioSciences, Inc., is urging the Board to hire bankers and initiate a full sale process for the company due to perceived management underperformance and financial mismanagement [1][2][4]. Financial Performance and Management Concerns - Pacira's management has been criticized for excessive spending, with stock-based compensation projected to be approximately 6% of the company's market capitalization for 2025, exceeding the firm's entire operating income [2][6]. - Year-to-date sales of Zilretta have declined by 2% year over year through Q3, indicating poor business performance [3]. - Revenue growth has been modest at 3% year over year, while expenditures have surged, with R&D costs increasing by 36% and SG&A by 25% year over year [6]. Valuation and Sale Potential - A potential sale could yield a valuation of around $2.7 billion, translating to approximately $66 per share, which is three times the current stock price and represents a reasonable acquisition valuation [4][5]. - The cash flows from Pacira's assets, particularly Exparel, could exceed $10 billion through patent expiration, suggesting significant value under a larger owner [4]. Strategic Recommendations - The company should immediately pursue a sale process, with a target completion date before the end of Q1 2026 [7]. - Cost-cutting strategies must be implemented to enhance shareholder returns, and all new development programs should be put on hold until a sale is explored [12]. - Free cash flow should be prioritized for share buybacks, with a recommendation for a new $300 million buyback program following the completion of the current one [12]. Shareholder Relations and Governance - The Board's actions have been perceived as neglecting shareholder interests, with ongoing dilution of shareholder value through unapproved share issuances [10][11]. - DOMA has been in communication with the Board for over a year, advocating for a shareholder-friendly capital allocation framework, which has only recently begun to materialize [9].

Accessibility StatementSkip Navigation The company's recent 8-K filing makes it clear that there was no concrete takeover bid or specific acquisition proposal driving the decision to extend the Shareholder Rights Agreement. Instead, the filing references only "concentrated ownership" and the possibility of share sales as justification. This reasoning is vague and insufficient, failing to provide a compelling explanation for continuing to implement defensive measures that could impact shareholder rights. Mor ...