"We believe that Ms. Ogilvie’s substantial business experience and financial background coupled with her extensive experience serving as a director of public companies make her a valuable addition to the Board."
Callouts & quotes from 26,677+ activist slides
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"Under the failed oversight of the Board’s ESG Committee, we believe Huntsman has reactively made a carbon neutral pledge and an unfulfilled promise of TCFD reporting in order to appease institutional investors"
"Even Worse, Innomind Appears to Have Provided VIE $35 - $40 million of Shareholders’ Money. Because We are Skeptical of Much of the “Paper” in RINO’s Balance Sheet, These Funds Could Have Been Misappropriated."
"Spruce Point unearthed an interview from 2018 where OpenSlate's CEO said it scanned 400 million YouTube videos a day, and that it expected $2 billion of ads would be filtered through its software for the year."
"Spruce Point believes Aegon’s shares present significant risk for investors. Aegon’s financial results may be primarily driven by an MLM, which is a business model which carries an above average level of risk."
"The facts an circumstances surrounding the acquisition of Passport Food Safety Solutions ("Passport") in March 2018 are highly suspicious. Notably, a key Executive and Board member departure ahead of the deal."
"MSCI notably added Bloomberg and Moody's to its competitor list in its recent 10-K filing. Meanwhile, both the CFO and COO have downplayed any greater competition. We believe this undermines their credibility."
"If Perion's results and technology are as spectacular as claimed, why is the stock owned mostly by index funds and retail investors and why hasn't it attracted any major technology specialist growth investors?"
"While we have unfortunately been forced to take legal action in an attempt to protect shareholders’ rights, our primary goal remains to help create long-term value for the benefit of all Autodesk shareholders."
"In plain English, HMA management could have missed EBITDA guidance by 9%—and EPS guidance by 26%—and they still would have delivered on 100% of the internal Board and Management plan for incentive compensation"
"We believe Rollins' recent levered purchase of Fox Pest Control for $339 million in April 2023 is a departure from its recent acquisition strategy and an indicator of challenges in customer acquisition growth."
"DLO's choices on governance and operations seem less-than-ideal if the goal is to operate an efficient global payment processing business, capable of handling many billions of dollars per year in transactions."
"The types of questions routinely raised by investors signal the areas to be clarified and addressed as part of an optimisation of SCT's capital allocation framework to maximise long-term value for stakeholders"
"While food safety risk can never be completely eliminated, we think Chipotle has done an excellent job of significantly reducing the risk of another incident while maintaining the quality and taste of its food"
"We note that there will be other important headwinds to member growth in 2023, including: (1) additional layoffs in 2023, (2) reduced hiring at existing clients, and (3) potential client losses to competitors."
"In no event shall Bonitas or any of its affiliates be liable for any claims, losses, costs or damages of any kind, including direct, indirect, punitive, exemplary, incidental, special or consequential damages."
"As of February 7, 2024, the FOA has been amended to (1) further increase and more immediately recognize the potential reduction in PSH performance fees, and (2) align PSH shareholders with PSCM's future growth"
"They have a reputation of excessive billing and their excessive billing, which is not tied to a weekly amount. It's back tied to just what you started asking about the contracts, and the things of that nature."
"In order to begin addressing the operational issues raised throughout this letter, we believe Commvault should immediately initiate a comprehensive operational review (the “Operating Review”) led by the Board."
"Nevro is a top 50 medical device company by market cap and an extreme outlier on two counts. First, it has just about the worst economics in the top 50, a stark reminder of just how atrocious a business it is."
"Particularly given the overall body of facts, it is difficult for us to think of this accounting practice as anything other than a venal move to create the impression the company is larger than it actually is."
"Oasis proposes freezing the K27 Equity Compensation Plan and introducing a new long-term incentive plan based on feedback from institutional investors, peer benchmarking and input from third-party consultants."
"The value of buybacks depends on the value of the stock. Historically, some of the most aggressive stock repurchasers have been over-valued companies with managements working to kite already high stock prices."
"Based on the evidence we have collected, we are deeply concerned that the Board seems to be deliberately acting against the interests of shareholders, local communities, and potentially even the UK Government."
"The S&P 500 Equal Weight Index has closely tracked the S&P 500 Index over time, but has significantly underperformed in the last two years as a handful of mega-cap technology stocks has driven outsized returns"
"In sharp contrast to the CEO’s denials, every major transplant center we spoke with described what sounds to us like a racket, where they have no choice but to use TransMedics high-cost jets for air transport."
"Mr. Boychuk’s industry background and scheduled railroadine expertise make him the ideal partner for proposed CEO Jim Barber, representing an operational dream team with vast transportation network experience."
"High fixed interest rates payments risk incentivising Management to bid uneconomically for short-term cash flow at significant long-term risk to shareholders, especially since Management owns very little stock"
"Based on the results of the complete survey, not a single one of the 30 randomly-selected national advertisers stated that they value an ad on Patch more than any other form of broad-based Display advertising."
"10/24/18: HLT Q3 2018 earnings call. Reported US RevPAR of +1% falls short of expectations. While management believes this an aberration, investors react negatively to the perception of a slowing lodging cycle"
"people may just say, let's try...just the regular diazoxide, which is not an ideal drug, let me put it that way...we know that...maybe we would need to admit that Vykat and the generic suspension are the same."
"However, chronic diazoxide therapy to lower insulin in PWS tips the scale to pharmacologically-driven insulin resistance, and prolonged mild/moderate hyperglycemia may cause irreversible type 2 diabetes (T2D)."
"I actually thought it probably wouldn’t be approved...I thought they would be much tougher...and I think there was a very powerful campaign [by associations/families]...families are desperate to see treatment."
"Why was Lightspeed calling hardware sales “Merchant Services” at its IPO? Was it a way to deflect investor attention away from a lower quality revenue source? The fine print discloses these are hardware sales."
"For illustrative purposes, we have assumed the sale of remaining 53% interest in the credit card business and the 19.9% IPO of TIP REIT occurring 1/1/09, to be followed by a full spin-off of TIP REIT on 1/1/10"
"that kind of pressure, the way that they incentivize and change commission structure, it really put pressure on the salesforce because it incentivizes them to go outside those boundaries—and all of them do it."
"Given how often this issue arose in our research, we believe Procept may not be fully disclosing its rental activities, perhaps because such arrangements may be indicative of difficulties closing system sales."
"If I send my own surgeon, it’s going to cost me more money because I have to pay for two transportations...basically, they are forcing you to do it...if I send my own surgeon, it’s going to cost me more money."
"If VRX is able to continue its historic success allocating capital, Valeant’s stock today is worth $330+ per share excluding substantial pipeline upside or the potential for a large, transformative acquisition"
"Assuming Valeant de-levers and maintains 3.5 turns of leverage, allocates free cash flow to acquisitions, and grows at a rate reflective of the strength of its franchises, the stock is tremendously undervalued"
"This transaction could have had the effect of artificially boosting INS’s revenues, given that Flexopt is simply round-tripping INS’s investment into Flexopt back to INS in the subsequent processing agreement."
"Such an action, to prioritize this demonstration, clearly shows that when pushed PR and maintaining the façade of keeping up with the industry leader is more important than progressing engineering and testing."
"While food safety risk can never be completely eliminated, we think Chipotle has done an excellent job of significantly reducing the risk of another incident while maintaining the quality and taste of its food"
"With growing competition strength and the lackluster progress with its own Electrophysiology catheter program, PLSE has to find another thing to keep investors engaged. And it is benign thyroid ablation today!"
"Though the company asserts that EMS was a non-core asset, the results post divestiture have implied that it was the asset that generated an outsized amount of revenue, growth and profitability for the company."
"We conclude that EOS is run by an untrustworthy management team. The financial situation looks dire, and therefore the company is under pressure to paint a rosier picture and get the stock to a high valuation."
"Vivion’s high occupancy rates and 7.0 year WAULT indicate that the number of listings should be few and stable. Instead, between August and December, we found a large and rapidly increasing number of listings."
"Management later discussed writing off around $500k in rent related to Ashford Lane, mostly from the Food Hall, in the Q2 2023 call in July. We suspect this is the rent due from November 2022 through May 2023."
"We believe Enfusion’s share price is wildly overvalued and misunderstood. There are many reasons why its rich 6x revenue multiple should contract which would justify 40% - 60% downside risk to its share price."
"There is a clear timeline inconsistency on Mr. Lacoste's Nuvei biography which says he worked at TMS starting at September 2015. This is contradicted by TMS's press release which says he was hired March 2016."
"MacLellan’s company was sued for making false statements, found numerous material weaknesses, and eventually had its SEC registration revoked due to its inability to file financial statements for three years."
"Crown Castle’s underperformance is especially disappointing based on our view that its U.S. tower portfolio has more attractive characteristics than its peers and is better positioned for the 5G upgrade cycle"
"Investors should not assume that PetIQ's new wellness centers are an immediate extension of the VIP business, nor that PetIQ acquired the expertise to execute on its wellness center plan when it acquired VIP."
"We have assembled a team of extremely talented restaurant operators, turnaround specialists, real estate experts, and corporate governance veterans who are ready, willing, and able to tackle each opportunity."
"The takeaway from stock action and, in our opinion, sentiment since 12/20/13 is the stock rallies when there is movement toward replacing management and sells off when management publicly digs their heels in."
"Small problem with the CEO’s claim: six ex-employees imply it’s false, made up, or “total bullshit”, implying that QS is still struggling with dendrites and slamming the data as “useless,” “crude,” “immature”"
"Manulife’s marketing materials also contemplate premiums well in excess of life insurance premiums, which seemingly contradict its argument that “premium” should only refer to amounts paid for life insurance."
"Ancora agrees with RBA’s estimates that revenue synergy opportunities can yield $250 to $780 million of EBITDA – and sees additional opportunities for the combined company to gain market share and drive value"
"We believe Ms. Penrose’s disappointing record as Chair of the SCR Committee and lack of relevant animal welfare, supply chain and labor practices expertise warrant her removal from the Board and SCR Committee"
"We believe Ambry Genetics was able to significantly grow its RNA testing volumes by leveraging CPT code 81479, as evidenced by the sharp increase in Medicare revenue and reimbursement rates from 2019 to 2022."