– The Wall Street Journal reported that activist investor Ancora Holdings has launched a proxy battle at US Steel. Ancora announced a strategy to rally shareholders around a plan that would remove US Steel’s CEO and drop litigation to salvage a merger with Nippon Steel. The firm isn’t interested in pursuing a sale of US Steel to another party and said its priority is seeing through a turnaround of the company in the public markets.
Ancora has nominated nine director candidates to US Steel’s 12-person board, including former Stelco CEO Alan Kestenbaum.
The activist’s arrival comes after US Steel agreed to sell itself to Nippon Steel for more than $14 bn in late 2023. Former President Joe Biden blocked the deal at the start of the year on national-security concerns. President Trump and others in his administration have also said they oppose the deal.
US Steel said it is still committed to pursuing the deal with Nippon Steel. ‘Our stockholders will not be well served by turning over control of the company to Ancora,’ the company said.
– Bloomberg reported that, according to people familiar with the matter, Pfizer got a reprieve in its battle with activist investor Starboard Value. Starboard did not nominate any directors to Pfizer’s board ahead of a January 25 deadline for the company’s AGM in April, the people said.
The news eases some of the pressure on Pfizer CEO Albert Bourla, who has said the company is on track to reverse its steep post-pandemic decline. However, Starboard could still propose changes to the company’s board in 2026 if the two sides don’t reach a settlement.
A Pfizer spokesperson declined to comment. Starboard did not immediately respond to a Bloomberg request for comment.
– The Guardian reported that Donald Trump fired Gwynne Wilcox, a member and former chair of the National Labor Relations Board (NLRB), who described her dismissal as ‘unprecedented and illegal’ and pledged to challenge the move. Her removal leaves the board with only two members, without a quorum of three members required to issue decisions.
Wilcox was confirmed by the Senate, and her term was due to continue until August 2028. She had been appointed chair of the NLRB by Biden last month, before Trump appointed Marvin Kaplan, a Republican-appointed member, as chair last week.
Wilcox said in a statement: ‘As the first black woman board member, I brought a unique perspective that I believe will be lost upon my unprecedented and illegal removal. Throughout my time at the NLRB, I’ve worked well with my colleagues and the dedicated career staff who uphold the mission of the agency. I will be pursuing all legal avenues to challenge my removal, which violates long-standing [US] Supreme Court precedent.’
Jennifer Abruzzo, the NLRB’s general counsel, was also fired. During her tenure, several companies have challenged the constitutionality of the NLRB based on limitations of the president’s ability to remove members of the board. The NLRB has ‘accomplished so much through our robust education, protection and enforcement efforts,’ Abruzzo said in a statement. ‘There’s no putting that genie back in the bottle.’
– According to CNN, workers at a Pennsylvania Whole Foods store voted to unionize, forming the first union in the grocery chain owned by Amazon. A majority of the employees at the flagship store in Philadelphia’s Center City neighborhood voted to join a local chapter of the United Food and Commercial Workers. In a statement, the union local chapter called the vote ‘a significant victory in their fight for fair wages, improved benefits and a safer, more supportive workplace.’
Whole Foods said in a statement it was ‘disappointed’ by the results of the vote, but assured it was ‘committed to maintaining a positive working environment in our Philly Center City store.’ The company added it ‘is proud to offer competitive compensation, great benefits, and career advancement opportunities to all team members.’
– Links between executive compensation and diversity goals lost ground in large companies’ most recent annual filings as US corporations retreat from diversity, equity and inclusion efforts (DE&I), the WSJ reported. Twenty-nine members of the S&P 500 dropped DE&I goals from executives’ pay metrics in company statements filed during the 2024 proxy season, up from 20 in the period a year earlier, according to advisory firm WTW. The number of companies adding DE&I measures to compensation calculations fell to 26 from 81.
DE&I policies are under mounting pressure from conservative activists following by a 2023 US Supreme Court decision striking down affirmative action in college admissions and the return of Trump to the White House. Trump has quickly ordered federal agencies to end DE&I programs and investigate diversity programs at employers including public corporations.
Fifty-seven percent of the S&P 500 still linked DE&I goals to executive pay in last year’s proxy statements, according to WTW, reflecting compensation arrangements for 2023. That was down only slightly from 58 percent a year earlier but the dip ends a two-year surge.
– Trump fired two Democratic Equal Employment Opportunity Commission (EEOC) members in an unprecedented move that undercuts the Democrats’ voting majority on the commission, Bloomberg Law reported. Trump’s firing of EEOC commissioners Jocelyn Samuels and Charlotte Burrows leaves two seats on the five-member civil rights panel to be filled by nominations from the new administration. The president also fired the commission’s general counsel, Karla Gilbride, who confirmed her dismissal in a statement posted to LinkedIn.
The removal of Samuels and Burrows opens the way for the Trump administration to advance its civil rights law agenda, which has so far targeted DE&I programs and gender identity protections through executive orders. Due to staggered terms, the Democrats would have maintained a majority on the five-member EEOC until 2026, when Samuels’ term was set to expire. Without the Democrats in place, recently named acting chair, Republican Andrea Lucas, and future Trump appointees can steer the agency’s policy and litigation agenda.
‘While I strongly disagree with the president’s actions, and will explore all legal options available to me, I will continue to do all I can to fight for the rights of American workers and to support the efforts of others who do the same,’ Burrows said a statement
‘I deeply regret this administration’s short-sighted and unprecedented decision to remove me from a position to which I remain committed. I am considering my legal options and will continue to advocate strenuously for the civil rights of all workers,’ Samuels said in a statement.
– According to the WSJ, the US Department of Justice sued to block the $14 bn tie-up of Hewlett Packard Enterprise (HPE) and Juniper Networks. The DoJ filed the antitrust lawsuit in San Francisco federal court. It comes after the companies met with the government in recent weeks to try to fend off a legal challenge.
HPE and Juniper have said the deal, which was announced in January 2024, will make the market more competitive. The UK’s Competition and Markets Authority cleared the merger in August, but the deal remained under investigation in the US.
‘This proposed merger would significantly reduce competition and weaken innovation, resulting in large segments of the American economy paying more for less from wireless technology providers,’ said Omeed Assefi, the acting head of the DoJ’s antitrust division.
The companies said in a statement that they would defend the deal against the government’s litigation and that a combined company could better compete against global rivals. ‘We believe the [DoJ’s] analysis of this acquisition is fundamentally flawed and we are disappointed in its decision to file a suit attempting to prohibit the closing of the transaction,’ the companies said.
Ben Maiden
Ben Maiden is the editor-at-large of Governance Intelligence, an IR Media publication, having joined the company in December 2016. He is based in New York. Ben was previously managing editor of Compliance Reporter, covering regulatory and compliance...
