They’re a rising, but natural target for the shareholder activist. CEOs are catching the eyes of activists because, in simple terms, activists are recognizing that they’re sometimes an easy target.
We spoke with Richard Grossman, a partner at Skadden, who focuses his practice on proxy contests, responses to shareholder activists, corporate governance matters, mergers & acquisitions and leveraged buyouts.
Christopher P. Skroupa: Why have shareholder activists been targeting CEOs?
Rich Grossman: CEOs are something of a natural target in an activist campaign. If a company is being targeted, the activist is likely unhappy with the performance of the company and, as the face and voice of the company, the CEO potentially becomes a natural target. What we’re now seeing, with increasing frequency, is the targeting of CEOs as part of a proxy contest to remove a minority of a company’s board of directors. Activists often seek minority seats on a board, in part because it’s somewhat easier to do under a bifurcated ISS standard for how they view and make recommendations in election contests.
Under the current ISS analytical framework, recommendations are made depending on whether the dissident is seeking a minority or a majority position on the board, with the standard for a dissident seeking minority representation being significantly easier to meet than if control is sought. The ISS minority contest standard — what I’ll call the “what’s the harm” standard — for replacing directors seems to apply regardless of whether the CEO is targeted. I think activists have realized that, and are pursuing minority contests, under the lower framework, to target CEOs.
While the shareholders pride themselves on making their own decisions, and a lot of the index funds have their own governance groups and their own processes for determining a vote in a contest, the fact remains that ISS still wields influence in election contests. ISS has said that it does factor in whether a CEO is part of the short slate of targeted directors in a proxy contest, but their current formal policies don’t make that distinction.
Skroupa: What is the impact of removing the CEO?
Grossman: I think most practitioners and governance experts would agree that one of the most important responsibilities of a board is the selection of the CEO, and the removal of the CEO from the board sends a very strong message, especially a board made up of a majority of independent directors.
While shareholders do not have the right to directly remove board-selected officers, if a CEO gets removed from the board in a contest, it’s a vote of no confidence. In those circumstances, I can’t imagine a board not looking at the situation and saying, “should we rethink our decision regarding the CEO?” It certainly makes for an awkward situation.
In the event of a CEO’s removal, the board obviously would still need to invite the CEO and management to board meetings in order to obtain any pertinent company information. It doesn’t, and won’t, totally eliminate the flow of information, but it’s a less than ideal situation if the CEO is not on the board.
For this reason, it’s very rare to see a public company for which the CEO is not on the board. Even when you have situations where the company replaces a CEO, they almost universally place the new CEO on the board even if they don’t make him or her the chairman immediately
Skroupa: How did CEOs originally catch the eye of the activist? Why is this trend rising?
Grossman: I think the trend is rising because activists are discovering that it’s not entirely difficult under the ISS framework to throw out the CEO. They also realize that if the shareholders don’t necessarily agree with this tactic, they can vote for other candidates, or maybe not vote for all of the activists’ candidates.
There are different situations where this arises. Sometimes the activist will have a CEO in waiting, someone they’ve identified, and sometimes they won’t. So each situation is different in that regard. I do think that the activists have realized that if they’re challenging the company and their performance, it’s just a natural outgrowth to challenge the CEO.
If you look at the data, it shows that companies that have been subject to an activist campaign have an inordinate amount of CEOs who end up being replaced, regardless of whether the board or the activists won the original campaign, or if there was a settlement. It may not be an immediate change in leadership, but many of these companies are making changes not long after being targeted by an activist. I think CEOs certainly are vulnerable, and are going to continue to be vulnerable, if activists are targeting companies over their performance.
Skroupa: How do you see this trend evolving in the next three to five years?
Grossman: I think activists’ targeting of CEOs is a trend that is not going away. I do believe we may see fewer attempts if ISS adopts an intermediate standard for minority campaigns that target CEOs, but I do not think they would ever be completely eliminated. ISS should require a higher hurdle for the activist when they are going after the heart of the company. The CEO can’t be viewed as just another director at the company.
Skroupa: Since your article Queen of Hearts or Ace in the Hole was published, we saw that ISS released a research note talking about its approach to CEOs as activist targets. Has this response changed your viewpoint at all?
Grossman: I appreciate that ISS has made clear that it takes into consideration CEOs as dissident targets regardless of whether it is as part of a minority or majority position on the board. I still believe companies, shareholders and activists would benefit from further transparency from ISS concerning how it evaluates short-slate campaigns targeting CEOs for board removal. I continue to believe that a more formal intermediate framework requiring an activist to lay out, at least in large part, its rationale for change from the status quo and vision for the company’s future would be appropriate.
Samsung CEO embarrassed by the Galaxy Fold fiasco, he “pushed it through before it was ready”
The Samsung Galaxy Fold is perpetually coming soon. The Korean company issues a new press release or has an exec do an interview every few weeks reiterating in vague language that the launch is still on, and it will happen sooner rather than later. But time keeps passing and the Fold is still nowhere to be seen in stores.
Samsung co-CEO DJ Koh has now told The Independent that he admits he “missed something on the foldable phone”, but the company is in the process of recovery. At the moment more than 2,000 prototypes are being extensively tested so that no new issues will arise.
DJ Koh, Samsung Electronics co-CEO
Koh earnestly confesses that “it was embarrassing. I pushed it through before it was ready”. He didn’t go into more detail – like whether Huawei announcing the Mate X had anything to do with the rushing of the Fold to the market, but we can of course infer that. Then again, seeing what happened to the Fold, Huawei has also decided to push back the release of the Mate X by around three months, which should be coming in September.
Koh is adamant that the Galaxy Fold hasn’t been canceled and will indeed launch… at some point. He didn’t reveal a specific release date, only saying it will be out “in due course.” “Give us a bit more time,” he continued. “The last couple of weeks I think we defined all of the issues and all of the problems we couldn’t find [before sending to reviewers].”
Russian Gamer Brothers Are the Newest Hidden Billionaires
Russian-born Igor and Dmitry Bukhman are seeking growth to challenge Tencent and Activision.
Almost two decades ago, in a remote Russian city best known for its butter and linen, two brothers shared a bedroom and a Pentium 100-powered computer they used to code their first game.
Wall Street wants a piece of what they’ve built since.
Playrix has met with some of the biggest banks “and visited their skyscrapers,” said Dmitry Bukhman, 34, citing meetings with dealmakers at Goldman Sachs Group Inc. and Bank of America Corp. For now, though, “we are focused on growing the business.”
He and Igor Bukhman, 37, are the brains behind Playrix Holding Ltd., the creator of popular games similar to Candy Crush, including Fishdom and Gardenscapes, with more than 30 million daily users from China to the U.S. and annual sales of $1.2 billion, according to Newzoo. That makes the company one of the top 10 iOS and Google Play app developers by revenue, data from researcher AppAnnie show, putting Playrix in the same league as Tencent Holdings Ltd., NetEase Inc. and Activision Blizzard Inc.
Today, each brother is worth about $1.4 billion, according to the Bloomberg Billionaires Index. They haven’t previously appeared in a global wealth ranking.
Their road to riches started in 2001 in the city of Vologda, almost 300 miles (483 kilometers) north of Moscow, where Igor learned from a university professor that he could sell software online. He decided to try with Dmitry, who was still in high school at the time.
“We had no experience, no business understanding whatsoever—everything we could imagine was writing games,” Igor said.
The U.S. is Playrix’s biggest market, followed by China and Japan, the brothers said in a recent interview in Tel Aviv, where they spend some of their time. The two remotely manage about 1,100 employees, including personnel at its Ireland headquarters and developers in Russia, Ukraine and Belarus.
“For $3 billion we won’t sell”
The brothers’ first product was a game akin to Xonix in which players must use a cursor to open pieces of a hidden picture before being struck by flying balls. They wrote it during a summer break and generated $60 in the first month and later $100 a month, about half of the average salary in Vologda.
“We thought, ‘If one game makes $100, we can write several dozen of them and make a lot of money,”’ Igor said.
Their second game, featuring an animated character designed by an outsourced artist, brought in $200 a month. Their copycat of Tetris brought in $700 a month, but the brothers shut that down after learning that the game was protected by a license. In 2004, when the business reached $10,000 of monthly revenue, they registered a legal entity, rented space for an office in the basement of a book warehouse and hired other staff to accelerate production.
In the early years, they sold casual games through sites such as majorgeeks.com or download.com, before moving to bigger platforms like Yahoo! and AOL. Then, within the past decade, games started moving first to Facebook and then smartphones. Many of them were available for free, with users paying only for certain in-game features.
Playrix makes most of its money from in-app purchases and the brothers mostly shun advertising, which detracts from the user experience. Ads generate less than 3 percent of revenue, Dmitry said.
“It was a major challenge for us to switch to developing free-to-play games—that’s totally different DNA,” Dmitry said. “Free-to-play games aren’t games that you develop, release and move on to making another one. They are services that need to be supported constantly as users are waiting for regular updates.”
Playrix succeeded in this transition, achieving worldwide recognition over the past three years with Gardenscapes and its sequel, Homescapes, a new variety of match-3 puzzle in which a player completes rows of at least three elements to pass levels and progress through an animated storyline—in this case, helping a butler named Austin renovate a house with a garden.
“Austin engages in dialog with you, you help him to select ways to decorate the mansion, you dive into the history of this character and become related with him,” Dmitry said. “This genre variety we introduced—match-3 with meta game—became very successful, and other companies started copying us.”
“Playrix is certainly responsible for the first major innovation in the match-3 genre since King Digital Entertainment Plc seemingly had the market locked down with Candy Crush,” said Newzoo analyst Tom Wijman. “Playrix managed to add a layer of complexity and ‘meta game’ to the match-3 genre without driving away casual mobile players.”
The company employs several full-time script writers who work on Austin’s dialog, and it’s always improving the games, Dmitry said.
“It’s like apps, like Spotify—people can use them for years,” he said. “More and more people are getting accustomed that it’s perfectly normal. Why not pay $5 to get pleasure from playing a game on a smartphone rather than watching videos or listening to music?”
While Playrix hasn’t introduced a new title since 2017, the company recently acquired several gaming studios to expand into new genres, Igor said, declining to disclose which studios until it releases games developed by them later this year.
Successful titles attract whales. Activision Blizzard acquired King Digital in 2015 for $5.9 billion, and a year later Tencent led investors in an $8.6 billion deal to acquire a majority stake in “Clash of Clans” maker Supercell Oy.
Could Playrix be next? In February, the Information reported that it could be sold for $3 billion, citing Chinese firms iDreamSky Technology Holdings and FunPlus Game Co. as potential suitors.
The brothers dismissed the report.
“For $3 billion we won’t sell,” Dmitry said with a smile, while acknowledging that Playrix had been discussing strategic options as recently as last year, noting its meetings with Wall Street banks.
Their goal, for now, is to become a “top-tier gaming company,” that rivals Activision Blizzard and Electronic Arts in the West, and NetEase Inc. and Tencent in China, Igor said.
“We want to grow as big as they are, using developer talent from our region—the former USSR and Eastern Europe,” he said.
There’s no magic number that would compel the Bukhmans to sell the company, because they say money is secondary to doing what they love.
“Some may think that when you have a lot of money, everything becomes different and more interesting, you start doing different things,” Dmitry said. “But no. We just keep working.”
Boeing working on software update to boost safety, says CEO
Boeing’s Chief Executive Officer (CEO) Dennis Muilenburg said the aircraft manufacturer is taking actions to ensure the safety of its 737 Max jets in the wake of two crashes that killed 346 people.
In an open letter addressed to airlines, passengers and the aviation community, Muilenburg said Boeing will soon release a software update and offer related pilot training for the 737 Max to “address concerns” that arose in the aftermath of October’s Lion Air flight that plunged into the Java Sea, killing 189.The planes’ new flight-control software is suspected of playing a role in the crashes.
Muilenburg said Boeing representatives are supporting investigation into the cause of last week’s crash of an Ethiopian Airlines Max 8 that killed 157.The United States and many other countries have grounded the Max 8s and larger Max 9s as Boeing faces the challenge of proving the jets are safe to fly amid suspicions that faulty sensors and software contributed to the two crashes in less than five months.
The letter reads: “We know lives depend on the work we do, and our teams embrace that responsibility with a deep sense of commitment every day.
“Our purpose at Boeing is to bring family, friends and loved ones together with our commercial airplanes—safely.
“The tragic losses of Ethiopian Airlines Flight 302 and Lion Air Flight 610 affect us all, uniting people and nations in shared grief for all those in mourning.
“Our hearts are heavy, and we continue to extend our deepest sympathies to the loved ones of the passengers and crew on board.
“On safety measures, he said: “Safety is at the core of who we are at Boeing and ensuring safe and reliable travel on our airplanes is an enduring value and our absolute commitment to everyone.
“This overarching focus on safety spans and binds together our entire global aerospace industry and communities.
“We’re united with our airline customers, international regulators and government authorities in our efforts to support the most recent investigation, understand the facts of what happened and help prevent future tragedies.
“Based on facts from the Lion Air Flight 610 accident and emerging data as it becomes available from the Ethiopian Airlines Flight 302 accident, we’re taking actions to fully ensure the safety of the 737 MAX. We also understand and regret the challenges for our customers and the flying public caused by the fleet’s grounding.
“Work is progressing thoroughly and rapidly to learn more about the Ethiopian Airlines accident and understand the information from the airplane’s cockpit voice and flight data recorders.
“Our team is on-site with investigators to support the investigation and provide technical expertise. The Ethiopia Accident Investigation Bureau will determine when and how it’s appropriate to release additional details.
“Boeing has been in the business of aviation safety for more than 100 years and we’ll continue providing the best products, training and support to our global airline customers and pilots.
“This is an ongoing and relentless commitment to make safe airplanes even safer. Soon we’ll release a software update and related pilot training for the 737 MAX that will address concerns discovered in the aftermath of the Lion Air Flight 610 accident.
“We’ve been working in full cooperation with the U.S. Federal Aviation Administration, the Department of Transportation and the National Transportation Safety Board on all issues relating to both the Lion Air and the Ethiopian Airlines accidents since the Lion Air accident occurred in October last year.
“Our entire team is devoted to the quality and safety of the aircraft we design, produce and support. I’ve dedicated my entire career to Boeing, working shoulder to shoulder with our amazing people and customers for more than three decades, and I personally share their deep sense of commitment.
“Recently, I spent time with our team members at our 737 production facility in Renton, Wash., and once again saw first-hand the pride our people feel in their work and the pain we’re all experiencing in light of these tragedies.
“The importance of our work demands the utmost integrity and excellence—that’s what I see in our team, and we’ll never rest in pursuit of it.
“Our mission is to connect people and nations, protect freedom, explore our world and the vastness of space, and inspire the next generation of aerospace dreamers and doers—and we’ll fulfill that mission only by upholding and living our values. That’s what safety means to us.
“Together, we’ll keep working to earn and keep the trust people have placed in Boeing.”
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