Shareholder Rights and Activism

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    Activist Ancora Wins Three Norfolk Southern Board Seats but Will Not Oust CEO

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    An activist investment firm failed to replace the railroad’s top executive and all its directors, but did win three seats on its board.Shareholders of Norfolk Southern, the beleaguered freight railroad, on Thursday voted down an attempt by an activist investment firm to remove the company’s chief executive and take control of its board.But the activist, Ancora, a Cleveland firm, managed to secure a foothold at the company, after shareholders voted to place three of its directors onto Norfolk Southern’s 13-member board. Ancora had hoped to take control of the company’s leadership with an aim to cut costs and increase Norfolk Southern’s profits and stock price.The result is a partial victory for Norfolk Southern’s executives, who had to defend themselves against criticisms of the company’s safety record and its lackluster financial performance. A company train carrying hazardous chemicals derailed last year in East Palestine, Ohio, forcing residents to evacuate.The results of the shareholder vote, which are preliminary, were announced Thursday morning at a virtual company annual meeting.During the meeting, Alan Shaw, Norfolk Southern’s chief executive, said he looked forward to working with the new directors.“Norfolk Southern persevered through several challenges over the last year,” he said, “We have met every challenge and never lost sight of where we are taking our powerful franchise.”We are having trouble retrieving the article content.Please enable JavaScript in your browser settings.Thank you for your patience while we verify access. If you are in Reader mode please exit and log into your Times account, or subscribe for all of The Times.Thank you for your patience while we verify access.Already a subscriber? Log in.Want all of The Times? Subscribe. More

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      Activist Investor’s Group Raises Bid for Macy’s

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      The new offer values the department store chain at $6.6 billion. Macy’s, which just announced a strategy to turn around its business, said it would “carefully review” the proposal.The activist investor group that is seeking to buy Macy’s increased the pressure on the department store chain on Sunday, raising its offer and disclosing additional details about its financing plans.Arkhouse Management and Brigade Capital Management said in a news release that they were now offering $24 per share, valuing the retailer at $6.6 billion. The new offer is up from the $21 a share they last put forward and a 33.3 percent premium to Macy’s closing share price of at $18.01 on Friday.Arkhouse and Brigade named additional investors they had brought on as equity partners, Fortress Investment Group and One Investment Management. Arkhouse and Brigade also said, in an apparent response to Macy’s questions about its financing, that they had “identified large global institutional financing sources” that “represent 100 percent of the capital required to buy the shares in Macy’s we do not already own.”The retailer has been facing pressure from the investor group since December, when the group submitted a bid that would take Macy’s private at a value of $5.8 billion. Arkhouse said that unless the retailer began sharing nonpublic information, it might take its offer to shareholders. The investor has since nominated nine people to Macy’s board.Macy’s on Sunday said it would “carefully review and evaluate” the latest proposal.“The Macy’s Inc. board has a proven track record of evaluating a broad range of options to create shareholder value, is open-minded about the best path to achieve this objective and is committed to continuing to take actions that it believes are in the best interests of the company and all Macy’s Inc. shareholders,” the company said in a statement.The retailer has been trying to stay focused on its own strategy for turning around the business.Last week, Macy’s announced a strategy that would vastly change the makeup of the company. It said it would close 150 of its namesake stores over the course of three years, while also opening more locations of Bloomingdale’s and Bluemercury, its upscale chains.We are having trouble retrieving the article content.Please enable JavaScript in your browser settings.Thank you for your patience while we verify access. If you are in Reader mode please exit and log into your Times account, or subscribe for all of The Times.Thank you for your patience while we verify access.Already a subscriber? Log in.Want all of The Times? Subscribe. More

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      At BlackRock, State Street and Vanguard, Millions of Investors Are Getting a Voice

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      BlackRock, State Street and Vanguard have opened up voting on environmental, social and management issues. It’s not true shareholder democracy, but it’s progress.Index fund investing has swept the world. In December, for the first time, U.S. investors entrusted more money to index funds than actively managed funds, in which a manager picks stocks or bonds for you.There’s a good reason for the index funds’ popularity. For most people, owning a little piece of the entire market, which you can do at low cost with an index fund, has been more profitable than buying and selling securities, either on their own or through a manager.But the relentless growth of index funds has come at a cost. One significant problem is that the most diversified funds own shares in every publicly traded company in the market, and if you don’t like a company, or its specific policies, you’re stuck. You couldn’t even exercise your vote on issues you thought were important because until recently, the fund managers insisted on doing that for you.Well, that’s been changing in a big way.BlackRock announced this month that it was expanding an experimental program to give investors six flavors of policy choices — like a focus on climate change or a preference for religious values — in votes on corporate issues. State Street already has a similar program underway, and Vanguard is tiptoeing into this kind of voting choice, too.All told, the three giant fund companies have given scores of millions of investors, with $4.6 trillion in assets, a way of expressing their views on corporate issues. This is certainly an improvement. And it could eventually lead to profound changes throughout corporate America, even as it eases some ticklish problems for the big index fund companies.The ProblemsIn the view of scholars like John Coates, the author of “The Problem of 12: When a Few Financial Institutions Control Everything,” the growth of index funds has had the unintended consequence of diminishing shareholder democracy.We are having trouble retrieving the article content.Please enable JavaScript in your browser settings.Thank you for your patience while we verify access. If you are in Reader mode please exit and log into your Times account, or subscribe for all of The Times.Thank you for your patience while we verify access.Already a subscriber? Log in.Want all of The Times? Subscribe. More