#shareholder

Paisner v. Tan, Del. Ch., No. 2026-0307
Paisner v. Tan is a shareholder derivative action filed in the Delaware Court of Chancery on March 5, 2026, seeking to void an "extortionary" deal involving a 10% stake in Intel Corporation sold to the U.S. government.
Case Overview
Plaintiff: Richard D. Paisner, an Intel shareholder represented by Heyman Enerio Gattuso & Hirzel LLP and GM Law.
Defendants: Lip-bu Tan (Intel director), other Intel board members, U.S. Commerce Secretary Howard Lutnick, and the Department of Commerce.
Core Allegation: The lawsuit alleges that Intel's board was coerced into issuing approximately 10% (9.9%) of its equity to the Department of Commerce (DOC) for "no meaningful consideration" following public demands from President Donald Trump.
Key Legal Arguments
The complaint, which was partially unsealed on March 11, 2026, asserts several grounds for invalidating the transaction:
Lack of Congressional Authority: The suit argues that only Congress can authorize a federal agency to become a partial owner of a publicly traded company, and no such law exists for this transaction.
Extortion and Coercion: It alleges the board succumbed to "well-founded fears" regarding personal and professional relationships after President Trump publicly claimed CEO Lip-bu Tan was conflicted and should be fired.
Illegal Voting Agreements: The deal reportedly included provisions requiring the government to vote its 9.9% stake as directed by the Intel board and pledged government support for sitting directors. The plaintiff argues this created a conflict of interest by providing directors with a unique benefit not shared by other shareholders.
Pretextual Funding: The complaint claims the government demanded the shares as a "pretextual advancement" of funds Intel had already earned under a 2024 CHIPS Act agreement.
The case was initially filed under seal on March 5, 2026, and unsealed on March 11, 2026, with certain confidential information redacted. The plaintiff seeks an order canceling the deal and unspecified damages.
Bloomberg Law News

We all got multiple emails and letters to get us to sign over our voting rights as shareholders to the corporation. That’s pretty suspicious and I can’t imagine why anyone would be stupid enough to fall for it.

Now, we’re starting to get phone calls from these “advocates” at Innisfree M&A (look them up) to also try to get us to sign over our rights. Sketchy stuff.

So obviously the company is desperate because they have something unpopular they want to push through at the next shareholders meeting. What is it? Other than a fat executive compensation package, what would the company be trying to push that they need the employees’ shares (a minority position) to get through?

DON’T BE FOOLED - HOLD ON TO YOUR RIGHTS!

Nike Leadership finds a way to fail and lose shareholder value everyday...

Now Ed Garden, one of Fortune Brands largest shareholders, disagrees with the new pick of CEO Amit Banati and has a list of his potential candidates that will allegedly be presented at the next shareholder meeting.

While shareholders are critical, tunnel vision focus on share price alone allows for short term goals and does not set up a company for long term success. Share price is the reward of doing everything else correct including, but not limited to, having the right people, the right plan, and executing the plan.

Voting Instructions

For the annual meeting of Texas Instruments, please record the following votes:

Proposal 1 – Election of Directors: AGAINST
I am voting against the election of the board of directors, including CEO Haviv Ilan. In my view, current leadership decisions are negatively impacting the company’s culture and employee morale. Strong leadership and culture are critical for sustaining innovation and long-term performance at Texas Instruments.

Proposal 2 – Advisory Vote on Executive Compensation: AGAINST
I am voting against the executive compensation package because compensation decisions appear misaligned with employee outcomes, particularly the reduction of profit-sharing for employees beginning in 2027.

How to Submit Your Proxy Vote

1.  Go to the proxy voting site listed on your proxy card: https://www.proxyvote.com
2.  Enter the 16-digit control number from your proxy card or email.
3.  Select your voting choices for each proposal.
4.  Submit your vote electronically and confirm.

Sabre just issued an 8K outlining its limited-duration shareholder rights plan (basically telling Wall Street they have a short term 'poison pill' strategy) following the accumulation of a significant amount of stock by Constellation Software. Sabre's travel customers now not only have to worry about whether Sabre can deliver the products they need, but whether they will even have ownership stability since the stock started to be traded at The Dollar Store. I don't know about you, but Sabre has probably run out of runway to repair the balance sheet in time to invest in any credible product development that can compete with PROS, Accelya, or FLYR's PSS alternative's in the PSS arena. What do you think?

Big John, it is time. Please resign/retire and RTF (Return to Family). You deserve to play golf and spend time with family.

Thanks for your service destroying shareholder value and sending AT&T from gold medal carrier to bronze medal carrier.

Share holders should vote no for this poorly negotiated deal and clays lack of leadership getting exposed before, during, and after this was announced.

There are currently proxy statements out, vote to get rid of this board. Vote for the ability for shareholders to force meetings (2nd to last question on the proxy)

Phillips 66 owns a refining system that should be capable of delivering durable, peer-leading returns. The assets are advantaged, the footprint is diverse, and the workforce is experienced. Yet over the past several years, refining has remained a primary source of earnings volatility and inconsistent performance, rather than a stabilizing value engine.

That outcome ultimately sits with leadership.

Under Rich Harbison, Phillips 66 refining has not consistently translated operational capability into shareholder value. While individual sites often perform well, the system as a whole has struggled to demonstrate sustained margin capture or downside protection relative to best-in-class peers such as Valero.

This is not simply an operational issue—it is a commercial and leadership failure.

Phillips 66 frequently points to favorable market cracks and commercial optionality as evidence that refining should perform well. But market cracks do not create value on their own. Value is created when trading, optimization, and asset operations work together to capture those signals consistently and manage volatility when conditions turn.

That responsibility extends beyond refining leadership to the commercial organization.

Under Brian Mandell and Mark Hughes, Phillips 66 has expanded its commercial and trading footprint and repeatedly described it as a differentiator. The implication is clear: stronger trading capability should enhance margin capture and smooth earnings.

The results do not support that claim.

Despite periods of attractive market cracks, Phillips 66 has failed to consistently convert market structure into superior refining returns. Upside capture has been uneven. Downside exposure has been abrupt. Trading appears unable to reliably translate market opportunity into durable value at the enterprise level.

When trading cannot deliver the value implied by the market environment, it ceases to be a hedge or differentiator and becomes just another source of noise layered onto an already volatile business.

This raises uncomfortable questions about focus and accountability.

Valero’s advantage is not just asset quality—it is clarity. Its leadership team is singularly focused on refining and commercial execution. There are no competing internal priorities, no portfolio narratives to balance, and no ambiguity about what success looks like. That focus shows up in more consistent margin capture and more reliable shareholder outcomes.

Phillips 66, by contrast, splits leadership attention across refining, marketing, a growing trading organization, midstream, and chemicals. In that environment, refining leadership must be forceful and commercial leadership must be exceptional. Instead, the system appears fragmented, with no one clearly accountable for turning market opportunity into sustained returns.

This is not a workforce problem. Refineries run. Traders trade. Commercial teams work hard. The issue is coordination, discipline, and leadership effectiveness at the top.

When refining volatility continues to dominate results, when market cracks fail to translate into value, and when trading is invoked more often as an explanation than as a solution, accountability becomes unavoidable.

Phillips 66 has the assets.
It has the markets.
What it lacks is leadership leverage.

Until refining and commercial leadership are held accountable for profitability, volatility management, and peer-relative capture—not just activity and presence—refining will remain a source of frustration rather than a foundation for shareholder value.

The assets deserve better integration.
Shareholders deserve better outcomes.

So today a new form was published via the SEC, that explains that every shareholder would get 1 x Warrant pr. 2 x shares they hold on the 9th of Feb.

One warrant allows the holder to purchase 1 x Xerox share for $8 within the next two years.

This part I understand, meaning they are only valuable in this form should our stock increase with 400% over the next 2 years.

The last part is where I’m not sure:
The warrants may be exercised for cash at any time prior to expiration.

What does that mean?

The company announced a 20% dividend increase and a new $6 billion stock buyback program.

Someone ran a piece a few days ago about Chinese automaker BYD raising $5 billion to expand all over the place. New factories, new dealerships, very aggressive moves to increase global market share.

General Motors has even bigger plans - a giant new Stock Buyback and Shareholder Dividend Flimflam! Yay! USA! USA! USA!

They lost any maneuvering room to show results besides cuts a long time ago. At this stage, we're in a managed decline, an effort to maximize profits for the top and shareholders for as long as possible.

For himself and the people behind the curtains. The goal is to strip this thing down to bare minimum costs, maintain a revenue stream and healthy cash flow and dump it off private equity style. He most certainly doesn't work for shareholder or the stock price. The men behind the curtains pull his strings.

Is Blake at DAVOS again? Fly the corp jet over. Blow a lot of shareholder money to make him feel smart and important. He is neither but they will layoff more by year end because the anemic growth his sales team has delivered.

Over the last 30 days our stock has lost just under $5B in value. Clearly the market can see through the smoke screen that is being throwing up! Sadly, the layoffs aren’t starting where they should…with Stinkey!

Comerica’s CEO framed the merger as a move toward innovation and growth, but the deal is also expected to bring layoffs. The bank has not disclosed how many Michigan workers could be affected, saying it is focused on creating a stronger, more competitive organization.

https://www.woodtv.com/news/michigan/layoffs-likely-as-shareholders-approve-fifth-third-acquisition-of-comerica/

Shareholders seek legal advice on the fairness of bd deal to their stock.merger shifted out to July.batra trying to go it alone is going to backfire on a disastrous merger.

Have you read the new partnership agreement? Class A shareholders will only get the 7.5% payments and that's it. No more variable profits.

Only Class B shareholders will get the variable profits (but no guaranteed payments at all).

It also talks about public offerings. Oh but we're not for sale, right? Funny how from what I can see, that piece wasn't in previous LP documents.

https://www.sec.gov/Archives/edgar/data/815917/000119312525266808/ck0000815917-ex3_1.htm

Hoping for fun happy New Years at MDT.
Lets get that stock price over 100$ again maybe 130$ ... fight fight fight at all costs we can do it !!!
Whos with me?

Is to create shareholder value. HBU?

Warner Bros Discovery has urged shareholders to reject a $108.4bn hostile takeover offer from Paramount Skydance, branding it “inadequate” amid an extraordinary corporate battle to control the legacy media conglomerate.

In a blunt letter to shareholders on Wednesday morning, WBD accused Paramount of having “consistently misled” investors by claiming its bid has a “full backstop” – a safety net to ensure it has sufficient funds – from the Ellisons.

Paramount did not immediately respond to a request for comment.

“Following a careful evaluation of Paramount’s recently launched tender offer, the Board concluded that the offer’s value is inadequate, with significant risks and costs imposed on our shareholders,” Samuel A Di Piazza Jr, chairman of WBD’s board, said in a statement. “This offer once again fails to address key concerns that we have consistently communicated to Paramount throughout our extensive engagement and review of their six previous proposals.

“We are confident that our merger with Netflix represents superior, more certain value for our shareholders and we look forward to delivering on the compelling benefits of our combination.”

Source: The Guardian

Bill and his Board of Bandits continue to throw things against the wall hoping something will stick to get share price up.

Mission accomplished, another quarter and another dividend for shareholders.

https://finance.yahoo.com/news/verizon-communications-inc-vz-announces-123254918.html

Annual sales declines of 2.6% for the past five years show its products and services struggled to connect with the market

Earnings per share decreased by more than the revenue over the last five years, showing each sale was less profitable

8× net-debt-to-EBITDA ratio shows it’s overleveraged and increases the probability of shareholder dilution if things turn unexpectedly

When do the Board declare no confidence in them ?

The grift that keeps on grifting. He will consult through the transition.
Plus private jet perks and more for leading the company from 1st to 3rd place.
Will he still have a security detail?
Employee shareholders pay the price.

Think about it. The man is a fraud, the board of ATT is a fraud.
Fastow, Skilling, Lay, Stankey

And the meter is still running........

$1.5m base
250% sti = $3.7m

$59.5 grants due on 2027

RSUs:
$9.5m
$20m
$30m
(As reported in Verizon's SEC filings for his appointment)

Is this guy living in La-la land? Satisfying customers? For years customers have been complaining thar VZ is super expensive. While TM proivded a flat rate bill, VZ’s bills are never the same. The arrogance of VZ leadership and the board bite us all.

So their best solutions was: Fire 13k of our peers. This is all BS

Verizon’s version of the Big Short. Layoffs for short term stock gains.

https://youtu.be/Ihs2r2O-b5s?si=cCIxaxPOkfkSIOOr

Buckle up Pepsico for a bumpy ride.

https://www.wsj.com/business/deals/pepsico-nears-settlement-with-activist-investor-elliott-dbda9a2a

I don’t know where it started but someone in the banking sector painted a picture with golden rainbow of return via AI. All the banks all jumped on board with such a claim so as to not be left out.

Well its not panned out for any of them at all. Now, to make the shareholders happy $ has to be found. It’ll be done by way of layoffs. The first quarter of next year for all banks will be a bloodbath. All banks that made AI promises will be passing out pink slips left and right.

AI promises were made that it’d save TONS of $ and it has not. Now is the time to pay the piper and there are shareholder expectations to be met. They are expecting lots of cheddar on the promises made. So, you have to recoup that money from somewhere.
Lay people off + a reduction in force by way of attrition. Turn up the heat, pile on the work and watch people leave which is a big win so that you don’t have to pay out severance.

The best part that is that Jane still gets her extra 20+ million $ bonus….again. As far as Citi upper echelon is concerned, all is right with the world.

Be real. Wells Fargo made money in up years and bad years. It was due to the various lines of business they had. It was a highly conservative and well balanced business plan. Norwest Bank, and then Wells Fargo, was a premier place to work and to put your trust. Until the new management and "new profit" centers were brought in. At that point, the bank, which had been steadily profitable, and a great place to work, began to break down. New managers, who's only thought was the latest FAD, were put in place. Accelerate that to today's situation, and you can see that Wells Fargo has become just another Citi, just another big corporation that is only organized to make money for shareholders. Many long time employees have left. Many have been terminated. Many have been laid off.
You can see where this is going. Fast forward to some unknown economic issue, and the bank is caught flat-footed. Losses. Huge losses. Due to new direction and lack of diversification. All straight line responsibility to the "new management" that have arrived, similar to locusts. Yes, locusts. You see, they bring their fellows. you know, the "yes men" who give good subservience but don't call out the risks. And then, everyone is surprised when the dominoes fall.
What a joke.

SAP is currently facing a very unstable situation.

We are already witnessing this with HP and several other major companies.

https://www.cnbc.com/2025/11/25/hp-inc-shares-fall-as-company-says-it-will-cut-up-to-6000-employees.html

Despite significant layoffs and reductions in their operating costs, HP's stock has declined. Investors clearly perceive a lack of a solid plan to enhance profits, which has diminished shareholder confidence.

The SAP executive board is convinced that layoffs and dividends will elevate the stock price, but this approach will not work. Shareholders are not interested in quick returns through dividends; they want to see a comprehensive plan from SAP and increased investments rather than more layoffs. P23 has already demonstrated that layoffs are costly and do not significantly reduce operating expenses. The stock price began to drop sharply after the announcement of regular layoffs and superficial measures.

The only viable solution is to dismiss most of the board and develop a genuine strategy. However, supervisory board members who are attempting to hold the executive board accountable are already facing pressure and being urged to resign. Just as we witnessed half of the Betriebsrat depart during the recent layoffs, we can expect most supervisory board members to take a lucrative deal and exit.

Consequently, layoffs will persist. The stock price will continue to decline. The executive board will receive their largest bonuses ever, while leaving no budget for employee salary increases or bonuses. They will penalize employees because the workforce is too intimidated to advocate for themselves.

JD absolutely burned Nike, pure failure no question. His strategy was cost reduction and DTC, no real tech chops as PK hoped, fitting of a consultant. Company value cut in half 2020-2024 during his time!

How does PK wipe the egg off his face after hand selecting JD, demoralizing employees, and scaring off shareholders? Go back to the safety of Nike DNA roots picking EH a former Dallas Cowboy trainer for his friend JJ.

Cronie nepotism at its best. EH is WAY over his head, he’s a salesman not a CEO. Nike has a very uncertain future ahead, it’s worrisome.

What’s next people? More excuses ahead of earnings coming certainly…

Ooh still seems we have one:

https://www.verizon.com/about/our-company/code-conduct

Seems it’s just about half the length it used to be, and what we lived up to daily, which made us great.. up until our management disregarded it in their daily life’s…

Mass shareholder returns is driven by having happy customers…

Is there happy customers?
Can we do a poll on redit?

Do stock holders lose everything if they are forced to delist?
What about shorting the stock, what happens?