News Reports

• December 2. 2019 The Deal: "TCI Urges Carbon Disclosures in New ESG Push"  [Activist campaign for leadership in contest with the big index funds]

• March 15, 2019 Reuters: "Mutual funds start to put their mouth where their money is"  [Fund managers rediscover benefits of leadership in support of shareholder interests]

• December 26, 2018 Wall Street Journal: "Activist Investors Gain Clout as Stocks Tumble"  [Year of opportunity for the professionals managing activist funds and defending their targets]

• May 30, 2018 Bloomberg: "Besieged by Activist Investors? Goldman Now Has an App for That" [Trends in investment banking competition for activist defense engagements]

• February 2, 2018 Bloomberg: "Big Pay Packages Are a Powerful Weapon for Activist Investors | Shareholder votes have focused attention on the link between compensation and company performance. Here's how hedge funds use executive pay as a lever."  [Activist and hedge fund use of Shareholder Support Rankings]

• August 15, 2015 The Boston Globe: "Rise of activist investing is felt at century-old firm"  [Deposed CEO seeks sympathy for trading away corporate interests in failed appeasement efforts]

• May 21, 2015 Wall Street Journal: "Goldman Sachs Recaptures Mojo With DuPont Win"  [Advisor claims credit for client campaign that rejected defense playbook]

• February 23, 2015 Wall Street Journal: "Darden Restaurants Names Gene Lee CEO"  [Victorious activist's new board decides company's old management was best]

• January 8, 2015 Bloomberg: "MeadWestvaco to Spin Off Unit After Activist Pressure"  [Same activist and professional defense advisors who profited from Darden score again]

• October 30, 2014 Law360: "Shareholder Activism Boom Yields Big Payday For 3 Firms"  [Professional view of activist contests]

• October 27, 2014 The Deal: "Activist investors search for 'magical' properties'  [Financial engineering proposals involving control of operating assets]

• October 14, 2014 New York Times DealBook: "As Activist Shareholders Gain Strength, Boards Surrender to Demands"  [Professionals guide board abdication of responsibilities]

• October 10, 2014 Financial Times: "Starboard sweeps away entire Darden board"  [Result of board reliance on professional defense instead of responsible leadership]

• October 9, 2014 Law360: "Wachtell At Risk Of Big Defeat In Bitter Darden Proxy Fight"  [Winning the contest for professional fees instead of shareholder support]

• September 30, 2014 New York Times DealBook: "In Trying to Save Darden, a Board Sealed Its Own Demise"  [Example of professional defense ignore-and-appease playbook responses to activists]

• September 30, 2014 CNN Money video: "Is Olive Garden food that bad? We tried it"  [Media reaction to issues defined by activist]

• September 17, 2014 Salon: "The real Olive Garden scandal: Why greedy hedge funders suddenly care so much about breadsticks"  [Main Street view of activist financial engineering]

• September 11, 2014 Wall Street Journal: "Salt the Pasta Water: Starboard Value's Suggestions for Olive Garden | Activist Fund Has 300 Slides of Advice for Darden As It Tries to Take Over the Kitchen"; see also related September 12, 2014 Wall Street Journal | MoneyBeat: "Starboard’s Olive Garden Slides: Salting the Water, Custom Straws and More"  [Business news summary of Starboard Value proposal for "Transforming Darden Restaurants"]

• September 9, 2014 Law360: "3 Lessons Learned As Darden Proxy Fight Heats Up"  [Summary of activist positioning in contest for board control]

• April 22, 2014 Wall Street Journal: "Activists Wept for There Were No More Worlds to Conquer"  [Activism in need of rejuvenation]

• February 28, 2014 CNBC: "Darden uses lobster claws on critical analysts"  [Article referenced in September 11, 2014 Starboard Value presentation (page 52), "Transforming Darden Restaurants"]

• January 3, 2014 Washington Post: "Darden’s dilemma shows us bitter truths about boardroom behavior"  [View of activist and board contributions to long term investor interests in enterprise success]

• December 22, 2013 Wall Street Journal: "Second Activist to Seek Broad Darden Breakup"  [Appeasement defense predictably attracts more activists]

• December 19, 2013 New York Times DealBook: "Darden to Spin Out Red Lobster Amid Shareholder Pressure"  [Management adopts variation of activist proposal to split company]

• December 17, 2013 Bloomberg BusinessWeek: "Olive Garden's Parent Needs a Fix, but Would a Company Split Help?"  [Activist slide show generates mixed reviews]

• December 10, 2013 Financial Times Lex: "Darden Restaurants: Food fight"  [Observation that activist restructuring proposals fail to address need for competitive enterprise]

• November 21, 2013 New York Times DealBook: "Activist Pushing for Change at Darden Hires Outside Advisers"  [Activist plans to report independent analysis of long term investment value]

• November 14, 2013 Yahoo! Finance Breakout [video interview and article]: "Red Lobster May Not Be Worth Saving Says Restaurant Analyst"  [Original promoter of activist plan advocates action adopted by company and subsequently opposed by activists]

• October 16, 2013 New York Times DealBook: "An Activist Investor Is Urging Darden to Break Itself Up"  [Controversy among analysts about activist proposal to break up company]

• October 9, 2013 Wall Street Journal: "Activist Pushes for Split of Darden Restaurants"  [Short-term benefits of activist proposals same for long term strategies as for liquidation]

• March 23, 2013 Barron's: "Can Darden Fix the Menu?" [Value enhancement opportunity identified by analyst instead of activist]

Professional Views

• January 16, 2020, Martin Lipton of Wachtell, Lipton, Rosen & Katz, posting in The Harvard Law School Forum on Corporate Governance: "Embracing the New Paradigm"  [Leading corporate defense expert bases playbook on corporate purpose of producing goods and services]; see also related January 20, 2020, Martin Lipton of Wachtell, Lipton, Rosen & Katz, posting in The Harvard Law School Forum on Corporate Governance: "Dealing with Activist Hedge Funds and Other Activist Investors"  [Leading corporate defense expert's new playbook for services to battle activists]

• June 28, 2019, Martin Lipton of Wachtell, Lipton, Rosen & Katz posting in The Harvard Law School Forum on Corporate Governance and Financial Regulation: "Spotlight on Boards"  [Leading management defense adviser fully adopts traditional views of director duties]

• May 6, 2019, Martin Lipton of Wachtell, Lipton, Rosen & Katz posting in The Harvard Law School Forum on Corporate Governance and Financial Regulation: "Coordinating Governance and Stewardship Between Institutional Investors and Asset Managers"  [Leader of old "block or bribe" defense playbook now supports long term shareholder interests]

• March 28, 2019, Stephen B. Amdur of Pillsbury Winthrop Shaw Pittman, and Chuck Dohrenwend and Patrick Tucker of Abernathy MacGregor posting in The Harvard Law School Forum on Corporate Governance and Financial Regulation: "Wake up the Raiders: Considerations for Private Equity Going Activist"  [Law firm and public relations consultants present joint sales pitch seeking private equity clients for activist engagements]

• March 9, 2019, J.B. Heaton for publication in the Virginia Law & Business Review: "The Unfulfilled Promise of Hedge Fund Activism" (23 pages, 208 MB, in PDF format); for a summary of the paper, see April 3, 2019 IR Magazine: "Activist hedge funds are ‘impotent’, says study"  [Analysis of professional activists' failures to improve management of targeted companies]

• February 1, 2019, Martin Lipton of Wachtell, Lipton, Rosen & Katz posting in The Harvard Law School Forum on Corporate Governance and Financial Regulation: "Spotlight on Boards"  [Leader of defense services embraces 2014 marketplace standards of corporate responsibility]

• January 25, 2019, Martin Lipton of Wachtell, Lipton, Rosen & Katz posting in The Harvard Law School Forum on Corporate Governance and Financial Regulation: "Dealing with Activist Hedge Funds and Other Activist Investors"  [Latest version of the 1980s defense playbook]

• December 19, 2018, Doron Levit of the University of Pennsylvania posting in The Harvard Law School Forum on Corporate Governance and Financial Regulation: "Soft Shareholder Activism"  [Scholar discovers activist campaigns depend on shareholder communication]

• February 1, 2018, Catherine Bromilow, Paula Loop and Leah Malone of PricewaterhouseCoopers LLP posting in The Harvard Law School Forum on Corporate Governance and Financial Regulation: "The Changing Face of Shareholder Activism"  [Corporate board advisers' views of evolving activist challenges]

• December 8, 2016, Martin Lipton of Wachtell Lipton Rosen & Katz posting in The Harvard Law School Forum on Corporate Governance and Financial Regulation: "Some Thoughts for Boards of Directors in 2017" [Defender of noncompetitive managers pivots to promote services supporting efficient business competition]

• April 29, 2016, Jeroen van Kwawegen of Bernstein Litowitz Berger & Grossmann LLP interviewed by Forbes: "Activist Investors Fighting The Conventional Board Standing"  [Expert view of defense playbook obstruction of shareholder decisions]

• October 13, 2015 Bloomberg: "Buffett Says Skip Paying Wall Street for Advice on Activists"  [Respected investment expert offers views of professional activists and defense advisors]

• August 28, 2015, Martin Lipton presentation at World Economic Forum International Business Council: "Is Activism Moving In-House" (includes referenced attachments of author's prior papers; 12 pages, 141 KB, in PDF format)  [Leading professional opponent of shareholder interests pivots to seek alignment with large asset managers]

• November 6, 2014, Martin Lipton of Wachtell Lipton Rosen & Katz posting in The Harvard Law School Forum on Corporate Governance and Financial Regulation: "Dealing With Activist Hedge Funds"  [Advisor to Darden offers playbook for responding to activists]

• October 29, 2014 Jones Day: "Activist Overthrows Entire Darden Board of Directors: What It Means for Senior Managements"  [Evolving professional advisor defense playbook]

Reference Material

• Activist Reports (see Starboard Value "Shareholders for Darden")

  • September 11, 2014, Starboard Value: "Transforming Darden Restaurants" (294 pages, 7.1 MB, in PDF format)

• Company Reports (see Darden Restaurants, Inc. Investor Relations and 2014 Annual Meeting)

  • November 18, 2014 Darden Restaurants, Inc. (published by PR Newswire): "Darden Announces Leadership Changes And Strategic Actions"

  • October 16, 2014, Darden Restaurants, Inc., SEC Forum 8-K: Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | Item 5.07. Submission of Matters to a Vote of Security Holders. | Exhibits [press releases] (16 pages, 235 KB, in PDF format)

  • October 10, 2014 Darden Restaurants, Inc. (as published by PR Newswire): "Darden Announces Preliminary Results Of Annual Meeting And Reconstituted Board Of Directors | New Board Excited to Immediately Begin Working with Darden's Dedicated Employees to Create Substantial Value for the Benefit of All Shareholders"

  • September 15. 2014, Darden Restaurants, Inc.: "Operating Darden with the Right
    Talent, Plan, and Priorities" (24 pages, 1.0 MB, in PDF format)

  • September 9. 2014, Darden Restaurants, Inc.: "Darden Financial Review - Analytical Insights into Starboard’s Proposed Transactions as Requested by and for the Benefit of Shareholders" (18 pages, 0.6 MB, in PDF format)

  • September 9. 2014, Darden Restaurants, Inc.: "Darden Investor Presentation - Providing Shareholders the Balance of Fresh Perspectives and Continuity to Support Continued Progress and Success" (52 pages, 1.3 MB, in PDF format)