Articles: The playbook of corporate control

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19 articles
Governance16 min read

Adani's Public Shareholders Were a Question SEBI Never Answered

Hindenburg's report erased $150 billion from Adani Group in ten days. Three years, a Supreme Court panel, and five foreign regulators later, India's securities watchdog still could not say who owned the offshore funds counted as its independent shareholders.

short seller reportsoffshore fundsbeneficial ownership
August 21st, 2026
M&A + Control19 min read

Kakao Won the SM Entertainment Bidding War. A Court Is Still Deciding If That Was Legal.

HYBE bid ₩120,000 a share for K-pop label SM Entertainment. Kakao spent ₩240 billion keeping the market price above it, won the company at ₩150,000, and got its founder indicted for the trade that won it. The appeal ruling is due October 2026.

tender offerstock manipulationhostile takeover
August 21st, 2026
M&A + Control18 min read

How Toshiba's Activists Won Every Vote and Still Got Delisted

Effissimo and 3D Investment Partners forced an investigation, ousted a chairman, and beat two board plans at the ballot box. Toshiba's answer was a ¥2 trillion buyout that erased the meeting they kept winning.

take-private transactionsactivist investorsproxy contests
August 21st, 2026
M&A + Control12 min read

Jack Ma Moved Alipay Without a Vote. Alibaba's Fix Was a Board He Can't Lose.

In 2011, Jack Ma transferred Alipay out of Alibaba's structure without full board approval, for $50 million against a billion-dollar estimate. Three years later Alibaba's IPO didn't restore shareholder control. It replaced it with a partnership that nominates the board on almost no ownership at all.

VIE structureAlibaba PartnershipAlipay
August 20th, 2026
M&A + Control12 min read

Nippon Steel Bought Every Share of U.S. Steel. Washington Kept One.

The National Security Agreement behind Nippon Steel's $14.1 billion buyout gave the U.S. government one non-economic share with a standing veto. In September 2025 it used that share to overrule a plant closure the new owner had already announced.

golden shareCFIUSnational security agreement
August 20th, 2026
M&A + Control20 min read

The Takeover Defense Was a Shareholders' Agreement About Dividends

Pershing Square offered €30.40 a share for Universal Music, a 78% premium, and lost to a 2021 relationship agreement whose voting covenants cover dividend policy and two board seats. How concert parties, the 30% mandatory offer threshold, and the Dutch cooling-off period decide who has to say yes.

mandatory offerconcert partyshareholder agreements
August 19th, 2026
M&A + Control19 min read

Eleven Days as CEO: How Richard Baker Lost Saks to Its Lenders

Richard Baker took the Saks Global CEO title on 2 January 2026 and gave it up on the 13th, the petition date. Neiman Marcus's former chief executive came back to run the company, senior bondholders took the equity, and the structure that shielded the real estate worked exactly as designed.

Chapter 11acquisition debtlender control
August 18th, 2026
M&A + Control18 min read

The Inheritance Tax Bill That Chose Hanmi's Largest Shareholder

Hanmi's founding family owed about ₩540 billion in inheritance tax, payable in cash in six instalments against stock Korea will not accept as payment. Six years later the largest shareholder is the founder's hometown friend, at 35.1%.

inheritance taxfamily businesssuccession planning
August 18th, 2026
M&A + Control19 min read

How the Aoki Family Won a Poison Pill Vote It Had Already Paid For

Kusuri no Aoki's takeover defense passed with 55.5% in February 2026. The control it protects was bought in 2020 with options the company valued at ¥691 and sold for ¥5, then delivered by a buyback and a market-tier downgrade.

poison pillfamily controlstock options
August 18th, 2026
M&A + Control18 min read

How Elliott Made the Toyoda Family Bid Against Itself

Toyota Industries opened its take-private at ¥16,300 and closed at ¥20,600 with no rival bidder. The special committee produced part of the increase; the 42.01% minimum acceptance condition produced the rest.

take-private transactionstender offersspecial committees
August 17th, 2026
M&A + Control17 min read

How a Rejected Bid Becomes a Board Election

How tender offers, proxy slates, disclosure suits, financing guarantees, and ticking fees can overturn a board's preferred acquisition deal.

tender offersproxy contestsmerger agreements
August 17th, 2026
Governance19 min read

What Two Board Seats Bought Chip Wilson

Chip Wilson spent about $6 million on a Lululemon proxy fight and settled for two directors he cannot call, a quarterly meeting governed by Regulation FD, and a declassified board that arrives in 2028.

proxy contestscooperation agreementsboard declassification
August 17th, 2026
M&A + Control11 min read

What Happens When a SPAC Liquidates? Artius II Chose No Deal

Artius II raised $220 million, found no merger by its deadline, and chose liquidation. Here is what expires, who gets cash, and what target founders should learn.

SPAC liquidationde-SPACsponsor promote
August 14th, 2026
Governance18 min read

Who Controls a Company After the Founder Dies? The Murdoch Answer

The Murdoch settlement shows how voting stock, trusts, trustees, holding companies, buyouts, standstills, and board rights decide control after a founder dies.

succession planningfounder controlvoting trusts
August 12th, 2026
M&A + Control16 min read

Bolloré Owns 93% of the Top Holding Company. Only the 29.9% at the Bottom Went to Court

The Bolloré family owns 93% of Compagnie de l'Odet, which owns 71.6% of Bolloré SE, which owns 29.9% of Vivendi. Two French courts and the AMF spent 21 months litigating only the last number, because it's the only one sitting next to a 30% trigger.

holding companiesmandatory offerFrance
July 14th, 2026
Governance15 min read

The Samsung Merger Vote That Convicted a Minister and Cleared the Heir

Elliott called the 2015 Samsung C&T–Cheil ratio a giveaway to Lee Jae-yong. The pension fund vote that saved it sent a cabinet minister to prison. A 2026 UK ruling says that vote was never the government's decision at all.

KoreaNational Pension Serviceshareholder activism
June 30th, 2026
Governance15 min read

LG Chose Its Heir in 2004. The Lawsuit Came Fourteen Years Later.

LG's Koo Kwang-mo was adopted as heir in 2004, before there was anything to inherit. When his father died in 2018, the family split an 11.28% stake so he got 77.7% and three women got 22.3%, almost the exact inverse of Korea's statutory shares. A Seoul court just upheld it.

inheritancefamily businesssuccession planning
June 9th, 2026
M&A + Control15 min read

The Credit Suisse Bondholders Were Right. The Money Stayed Gone.

FINMA erased CHF 16.5 billion of Credit Suisse AT1 bonds by decree in March 2023 while equity holders kept UBS stock and neither company's shareholders got a vote. A Swiss court has since ruled the write-down unlawful. It still hasn't ordered a franc back.

AT1 bondsCoCo bondsFINMA
February 17th, 2026
M&A + Control14 min read

Three Banks Held LVMH's Hermès Stake So LVMH Didn't Have To

LVMH used cash-settled equity swaps with three banks to build a 17% stake in Hermès without tripping French disclosure rules, then paid a fine worth a rounding error next to the stock it was later forced to give away.

cash-settled equity swapconcert partydisclosure threshold
January 13th, 2026