Callouts & quotes from 26,677+ activist slides

"We did so principally because we believe that the incumbent Target board has: Suboptimal composition, Made significant strategic mistakes that have destroyed shareholder value, Performed key corporate governance duties poorly."

"Private sector conflicts of interest – and outright private sector corruption – are too significant in China for investors to put any faith in market research commissioned by research subjects – it is anything but independent."

"We note that despite the increase in tenancy, the NOI situation may not have improved dramatically as during the Q1 and Q2 2023 updates the CLO notes there are rent free periods for recently executed deals in addition to Ti's."

"Prior to Starboard’s involvement, Huntsman ONLY ADDED directors to an otherwise entrenched Board. Huntsman in fact went out of its way to NOT REFRESH interconnected directors by repeatedly waiving mandatory retirement policies"

"We believe that the magnitude of this potential cost savings will be too great for many orthodontic offices to ignore – something which the current pandemic-driven pause in business will allow (and encourage) them to evaluate."

"We believe that the magnitude of this potential cost savings will be too great for many orthodontic offices to ignore – something which the current pandemic-driven pause in business will allow (and encourage) them to evaluate."

"Beginning in Q1’10, Simon consolidated its Premium Outlets segment into its Regional Malls segment. This caused its newly reported Regional Malls segment’s occupancy and sales per square foot to appear to increase meaningfully"

"An oversized board (16 directors vs. 10.8 of S&P 500) with low percentage of independent directors (62.5% vs. 85% S&P 500), very long tenure (10 years vs. 7.8 years of S&P 500) and low women participation (31% vs. 33% S&P 500)"

"Common sense indicates that if a company has already spent $73MM to outfit a “Factory of the Future” with “laboratory property, equipment, and computers,” the promotional page for it in its investor presentation would show it."

"As a chemical product manufacturer and distributor, WD-40 is subject to various laws and regulations. As can be seen from current and historical product fact sheets, the Hazardous Identification disclosures have been expanded."

"In light of GGP’s highly diversified, high quality portfolio, in a reorganization where the unsecured debt converts to equity, the court may deem the Prime rate plus 0% to be a sufficient rate of interest on GGP’s secured debt"

"The outsized ratio of net fair value gains to cost among this group underscores our concern that Burford is cherry-picking the cases to deem “concluded”, and thus avoiding scrutiny of the vast majority of its fair value gains."

"Pro forma TWC, as shown in Exhibit 3.43, is expected to have total debt of approximately $15.8 billion as of January 1, 2006 or 3.6x net debt/2005E OIBDA (with covenants allowing for maximum leverage of 5.0x total debt/OIBDA)."

"We are highly concerned that one of Aegon's largest profit drivers may be WFG. For starters, as alleged by multiple complaints, WFG may be operating a multi-level marketing insurance agency, a business model fraught with risk."

"On the date of Pershing Square’s exit, GGP, including a shareholder’s interest in the Howard Hughes and Rouse spinoffs, traded at more than 100 times the price at which we first began accumulating our position in November 2008"

"We believe that, were shareholders to approve the transaction, this impending patent cliff will continue to be a massive overhang on Bristol-Myers shares – much like it has been for Celgene shares – for the foreseeable future."

"Spruce Point believes that much of MSCI's core index business has been commoditized and that its "New Growth" areas require a transformation which we believe will ultimately prove too difficult and costly for MSCI to surmount."

"Steve Jewett was one of two original Audit Committee members of UEC and he failed to disclose a troubling history. Mr. Jewett was barred by the CA institute from auditing any public companies after he mishandled another audit."

"Warning: There's a 40% delta between Porch's claimed customer lead economics from ISN vs. expert's opinions. $25 vs. $14-$15. Porch's assumed average revenue of $4 per inspection also appears impossible given volume discounts."

"In our opinion, Porch gave a long-winded and non-sensical explanation, as to why it booked $33m as stock-based compensation expense when Lowe's sold a portion of its equity for $4.0 million ($0.25 per share) to CEO Ehrlichman."

"Warning: There's a 40% delta between Porch's claimed customer lead economics from ISN vs. expert's opinions. $25 vs. $14-$15. Porch's assumed average revenue of $4 per inspection also appears impossible given volume discounts."

"BR stopped disclosing the percentage of its recurring backlog that is not yet live, or recognized in any form. BR talked about backlog as a giving one-year visibility, but recently extended it to two years without explanation."

"An oversized board (16 directors vs. 10.8 of S&P 500) with low percentage of independent directors (62.5% vs. 85% S&P 500), very long tenure (10 years vs. 7.8 years of S&P 500) and low women participation (31% vs. 33% S&P 500)"

"On the date of Pershing Square's exit, GGP, including a shareholder's interest in the Howard Hughes and Rouse spinoffs, traded at more than 100 times the price at which we first began accumulating our position in November 2008"

"BHP's c.US$19.9 billion of US onshore acquisitions has led to US$13.1 billion of write-downs, and negative pre-tax free cash flow(1) since purchase of US$9.4 billion for an asset currently valued by brokers at c.US$6.5 billion"

"We believe Macy’s will be worth approximately $70 per share following the creation of the two JVs (this is before value creation from additional real estate monetization, further improved operations, and credit card earnings)."

"Bunge may think it is a stable REIT by using FFO as a term and projecting ample “discretionary” cash flow. Based on our more conservative analysis, we see its discretionary cash flow as weak and not even covering its dividend."

"We have compiled a diverse slate of experienced chemical executives and seasoned public company board members who we believe will help instill accountability, improve performance, and demand operational excellence at Huntsman."

"Given that Ginkgo steadily draws down the deferred revenue account on its balance to create revenue on its income statement, the prospectus is signaling that related parties will continue to be the source of “growth” in sales."

"EBITDA add-backs. Very aggressive; includes uncapped pro forma cost savings, synergies and operating expense reductions resulting from transactions and expected to be taken within 18 months, determined in good faith by Parent."

"In the balance of this letter, we outline the drivers of Phillips 66's underperformance, the magnitude of the value-creation opportunity at hand – which we believe could be approximately 75% of upside from today's stock price."

"Even using DuPont's choice of comparables, which we disagree with, and their market capitalization-weighting methodology, DuPont has underperformed the benchmarks in the more normalized economic environment of the last 4 years"

"Managing retail chains is very much a family affair for the Rossys - at both stores. Perhaps Neil was going to be anointed CEO of Dollarama regardless of the caliber of other potential candidates. Let's hope he's not Commodus!"

"Foundations are required to file an IRS form, yet we could locate no evidence of the foundation’s existence on the IRS database, nor of any grants beyond a small, local biotech incubator that appears to be a business activity."

"CEO Gerstel's official biography does not mention that he was instrumental in growing Lumenis Ltd. (formerly ESC Medical Systems). His LinkedIn bio says he was VP of Operations, but an earlier bio says Chief Operating Officer."

"Based on our estimated reported dairy farm construction costs, these estimates suggest that since going public, Huishan has overstated average dairy farm CapEx by one third (~RMB 29 million) to over one half (~RMB 54 million)."

"Rating agencies were material contributors to the credit crisis as their inaccurate ratings allowed for the issuance of trillions of dollars of securities and derivatives which generated trillions of dollars of losses globally"

"To ensure the election of Nelson Peltz and Jay Rasulo, it is essential that shareholders vote “FOR” Nelson Peltz and Jay Rasulo, and “WITHHOLD” on Michael B.G. Froman, Maria Elena Lagomasino, and all three Blackwells Nominees."

"Absent these extreme, and often repeated restructuring measures, Spruce Point estimates AVY’s Adjusted Free Cash Flow would be approximately $265m, or a 13% decline from 2019 – continuing its multi-year cash flow contraction."

"Absent these extreme, and often repeated restructuring measures, Spruce Point estimates AVY's Adjusted Free Cash Flow would be approximately $265m, or a 13% decline from 2019 – continuing its multi-year cash flow contraction."

"Spruce Point questions why Generac continues to own a motor racing interest through Pramac as a listed subsidiary. The racing business introduces unique risks to Generac such as its recent association with Italy's Alma Group."

"Our opinion as to why AMT refuses to disclose the MLAs is that it views such transparency as an enemy – that if investors had access to more information, they would not be willing to pay anywhere near the current share price."

"If the aspiration catheter is so low-tech that its role can be satisfied by cheaper existing products, why should Penumbra expect to maintain a premium price as neurovascular aspiration thrombectomies become more commonplace?"

"We believe Canadian Tire’s reported EPS does not reflect its underlying organic growth. By removing what we believe are unsustainable benefits to EPS, the gap between our Spruce Point adjusted EPS and the reported EPS widens."

"We believe Canadian Tire's reported EPS does not reflect its underlying organic growth. By removing what we believe are unsustainable benefits to EPS, the gap between our Spruce Point adjusted EPS and the reported EPS widens."

"We believe our plan could create total value of $54 to $64 per share compared to ~$28 per share in the proposed transaction, while retaining operating control and the prospect of receiving a true control premium in the future"

"These results have rightfully led investors to dismiss the Company's subsequent targets - not based on their estimation of the opportunity, but on their estimation of the management team's ability to achieve its stated goals."

"Management offered this explanation because they twice assumed investors are stupid – first when FMCN claimed to have 27,164 theaters, and then when management thought it could redefine the plain English meaning of “theater.”"

"Red flag 1: QS once again resorts to tricks and gimmicks, some buried in the fine print, which indicates that its 3x3cm prototype was actually charged at a sizzling 30 °C (86 °F) and only then discharged at a low temperature."

"Claiming a breakthrough off a single layer sample is like using one transistor in 1940 to say you built an Intel CPU – "It means they don't have good multilayer data"; cracked cells, short circuits from dendrites when stacked"

"With thousands of customers running jobs “every week” at a price of “several thousand” per hour, we would expect $100MM+ revenue. Yet, IONQ reported only $451K of YTD revenue around the time the claims were made in late 2021."

"As the G6 as released in June 2018, Q2 reflected only one months' worth of G6-related sales at most. Would this have been sufficient to drive the accelerated growth? If so, why didn't transmitter sales grow at a similar rate?"

"PowerSchool claims that Amy McIntosh is an "independent" director. However, we question her fitness to the Board given her director role at EAB Global, a reseller owned by Vista Equity, the largest voting control shareholder."

"According to BlackRock, it is in the best interest of their clients to have their capital invested in a company whose CEO has a serious criminal record for falsifying the financial statement of another publicly listed company"

"Twist is unable to scale; their chip's inability to produce sufficient amounts of single pieces of DNA causes major downstream manufacturing problems, resulting in high mutation rates; inconsistency; and poor turnaround times"

"Assuming PF McDonald’s owns the land and building of 37% of its system wide units and owns the buildings of 22% of its system wide units, then a preliminary valuation of McDonald’s real estate suggests a value of $33 billion."

"Spruce Point believes that current market data services fail to account for significant dilutive securities (options and RSUs), new operating lease commitments, and the liability to the Digital Transformation Institute (DTI)."

"If Amdocs is in fact a “tech” company with significant technology assets, why was its personal computer count flat for the past decade? And why did management decide to stop disclosing this key metric in its most recent 20-F?"

"We find that as international expansion increased since 2018, the DSOs widened. This could indicate that Monster was more promotional or offering extended payment terms or otherwise is taking longer to collect from customers."

"The Board is making the serious mistake of not maximizing the opportunity to repurchase its undervalued shares today so that it has the option to pursue M&A post-2025 when it’s not even clear recent M&A has created any value."