Back in January, Carl Icahn began building his stake in Caesars Entertainment Corp. (NASDAQ: CZR ) having decided, and we think correctly so, that the company was ripe for sale. Since then, he has slowly increased his stake to 28.5% (including swaps), placed four of his directors on the board, and arranged the appointment of a new CEO, Anthony Rodio, last month.

The majority of the company's non-executive directors do not own a single share of the company's common stock.

The restricted stock units issued to directors are not actual shares, have no voting rights, and are typically settled at the end of a director's service.

The result is that a majority of the company's board of directors may never own outright a share of the company's stock....

Engaged Capital discloses additional buys of Hain Celestial (NASDAQ: HAIN ) over the past few sessions, taking its stake in the company to 20.2% vs. 18.3% at the end of March. Shares are up just a hair in premarket action...

On March 15, 2019, Berkshire Hathaway (BRK.A and BRK.B) disclosed that Walter Scott, Jr., an independent member of the board of directors and up for re-election, and also the Chairman of the Governance Committee, which reviews the independence of directors at Berkshire as well as...

Taubman Centers' (NYSE:TCO) board nominates Michelle J. Goldberg for election to the board at the 2019 annual meeting of shareholders. Goldberg, a partner at Ignition Partners and a venture partner at SoGal Ventures, has technology, investment, retail disruption, finance, and digital media expertise as well as board experience...

The ultimate blame for this embarrassment rests with the Board of Directors of the Bank, for the situation never should have deteriorated this badly...

General Electric (GE) shareholders have or will soon begin seeing the company’s annual report and proxy statement appear in their mailboxes. The company’s financial travails – which have been extensively discussed in this forum as well as across the financial press – will of course be reflected in the company’s reported results...

There are reports that casino operators Eldorado Resorts ( ERI ) and Caesars Entertainment ( CZR ) are under initial discussions to explore merger possibilities. Noted activist investor Carl Icahn & Co. has increased his stake in CZR and is currently pushing for the sale of the company. CZR has provided limited financial information to ERI to commence the due diligence process...

Texas Pacific Land Trust (NYSE: TPL ) says it will postpone by two weeks until May 22 the date of a special meeting where shareholders will vote to fill an open trustee spot, taking a step to fight off a large investor seeking to install its own trustee and begin selling off TPL's portfolio. TPL wants shareholders elect an independent trustee, while ~23% owner Horizon Kinetics and its partners say they will seek to nominate Eric Oliver, president of the SoftVest hedge fund...

Activist investor Starboard Value, an opponent of Bristol-Myers Squibb's ( BMY -0.5% ) $74B takeout of Celgene ( CELG -0.1% ), is investigating whether hedge funds are using a controversial stock-trading tactic to sway the vote in favor of the deal, turning their long positions in Celgene into big winners. The tactic, called "empty voting," involves buying shares strictly for voting purposes, then selling them afterward. Dan Loeb's Third Point and D.E...

Yelp ( YELP +0.4% ) has hired Evercore to defend against a push by activist shareholder SQN , which has urged a look at strategic alternatives including a potential sale, CNBC reports. SQN said last month that implementing its recommendations could result in a stock price of $55-$65, and an immediate sale to private equity would draw $47-$50/share, or higher with strategic bidders. The shares were at $35.66 then, and are at $37.53 now...

Last September, Rite Aid promised that the separation of the CEO and Chairman roles was just the "first step" in corporate governance reform at the ...

Bristow ( BRS -3.4% ) is lower after activist investor Global Value Investment comes out against the proposed financing of the company's planned acquisition of Columbia Helicopters. Under the proposed financing, Global Value estimates that 33M-33.5M BRS shares would be issued in order to consummate the acquisition, representing a 93% dilution...

Eddie Lampert was “The Next Warren Buffett” back in 2006. Now, he is the chairman and former CEO of Sears, a company attempting to claw its way back from the retail ashes. How did Lampert, an activist investor, go from creating the "next Berkshire Hathaway" to throwing money into the fire that he created of a former retail giant? Was it systematic, the unavoidable failure of retail?...

Every once in a while, we are in the right place at the right time. Howard Shultz had one such temporal victory in 1981 when he walked into a small coffee shop named Starbucks in Seattle's Pike Place Market...

Realty Income Corp. (NYSEl: O) names Sumit Roy, its president and chief operating officer CEO and appoints him to the board, effective immediately...

Regulation and state intervention in the economy has a bad rap in the US. The Trump government claims that its deregulation drive (mostly in the environmental and financial spheres), is at least partly responsible for the economic miracle. The other day, Trump wrote an op-ed in US Today warning against regulation and state meddling in healthcare, more specifically plans from the Democrats involving extending Medicare to all US citizens...

When celebrity hedge fund manager Bill Ackman appeared on the cover of Forbes in May 2015 as "Baby Buffett" (above), in retrospect it marked his " Sports Illustrated Curse " moment. Over the past three years, Ackman's perfect billionaire life has seemingly imploded, marred by a huge ($1 billion) short bet gone awry...

Taubman Centers ( TCO -0.6% ) says shareholders elected TCO director nominees Mayree Clark, and Michael Embler, as well as activist investor Jonathan Litt, who runs hedge fund Land & Buildings Investment Management. The preliminary vote count also indicates that shareholders rejected Land & Buildings' non-binding proposal regarding the company's capital and voting structure...

United Continental (NYSE: UAL ) says former FAA chief Jane Garvey has been selected as the new non-executive chair of the board of directors. Garvey, who has been on the UAL board since 2009, is the company's first female chair. Shares of UAL are up 4.55% YTD...

Low board investment in company shares is not in itself unusual for large corporations. Target's board of directors takes lack of direct ownership to an ...

Shareholders at Wynn Resorts (NASDAQ: WYNN ) voted against the executive compensation plan during the annual meeting held last week. Almost 79% of the shareholders that voted rejected the company's pay plan...

Halliburton ( HAL ) shareholders have voted against the company’s executive compensation for the first time. HAL says it is disappointed by the non-binding vote as executive retention is especially important during a CEO transition period, noting that other oilfield services companies have tended to aggressively recruit its executives for their own leadership teams; HAL says more than 25 of its former executives left the company to become senior execs at similar companies...

United Technologies ( UTX -0.4% ) is trading at a hefty discount and the company's businesses would thrive as three standalone companies , Bill Ackman says in arguments that back the case made last week by activist shareholder Third Point. UTX is “one of the last remaining conglomerates,” Ackman says...