politan capital partners

The case is Politan Capital Management LP v. Kiani, 2022-0948-NAC, Delaware Chancery Court. For non-personal use or to order multiple copies, please contact On the Ground, Its More Complicated. This requirement ignores the standard confidentiality obligations investment managers have by requesting information the stockholder is unlikely to have, has no right to obtain and otherwise is obligated to keep confidential. Quentin Koffey, Managing Partner and CIO of Politan, stated: "We are taking this legal action because Masimo has left us no other option for preserving our rights as stockholders. But if Masimo holds on, boards could feel emboldened to adopt their own stringent disclosure requirements to squash would-be activists before they can wage a proper fight. A new board that holds the right management team accountable can replicate what Burdick did at WellCare, and getting the margins to 4.5% could lead to a tripling of the company's stock price. These disclosures would chill important and permitted communications among stockholders communications that the Securities and Exchange Commission has expressly encouraged and facilitate the harassment of any potential supporters of a stockholders efforts to nominate new directors. These acquisitions need to be integrated and operations need to be centralized. Use of these cookies, which may be stored on your device, permits us to improve and customize your experience. But it could affect corporations' ability to scare off activist hedge funds merely with the threat of unmasking backers through discovery demands. Documents and information concerning Politans investors and financial backers are directly relevant to the claims and defenses at issue, Masimo said. DELAWARE DOMESTIC LIMITED PARTNERSHIP. [2]: However, they will also not back down from a proxy fight if their hand is forced: Koffey showed that at CoreLogic and Hess. Thanks to our modern infrastructure and research and development division, we develop unique, often patented solutions which are appreciated by our customers. Politan owned 12.9. ", View source version on businesswire.com: https://www.businesswire.com/news/home/20221021005274/en/, Media Dan Zacchei / Joe GermaniLongacre Square Partnersdzacchei@longacresquare.com / jgermani@longacresquare.com, Bylaw Amendments, in effect, preemptively block stockholders from nominating candidates for election to the Board, https://www.businesswire.com/news/home/20221021005274/en/, J.B. Hunt's results miss estimates on intermodal weakness, high driver pay, Davos 2023: Convert offices to homes to curb housing crisis-panel, Aviation Capital latest lessor to doubt Airbus, Boeing targets, UPDATE 1-Argentina to buy back $1 bln in overseas debt, economy minister says, Morgan Stanley promotes 184 executives to role of managing directors. BOSTON, Dec 14 (Reuters) - Centene Corp (CNC.N) reached a deal with activist investment firm Politan Capital Management in which five new directors will join the managed care company's board and its chief executive will retire in 2022 after serving for a quarter of a century. Since Masimos advance notice bylaw is the first of its kind, theres no directly relevant precedent on discovery demands. Address: 850 New Burton Road Suite 201. You can read more about your cookie choices at our privacy policyhere. This will make mounting a challenge far more dynamic, potentially strengthen activists appetite for a fight, and require a different strategic mindset to counter. De-SPACed companies those that have gone public through a merger with a special purpose acquisition company (SPAC) have become especially vulnerable to activist attacks. Larry Robbins's: Glenview Capital Management. Politan Capital Management is a hedge fund with 3 clients and discretionary assets under management (AUM) of $1,172,004,771 (Form ADV from 2022-07-25). Distribution and use of this material are governed by Percentage Ownership: 8.4%. Table of Contents show. or to simply have an email sent to you whenever we receive a new (Reuters) - A crafty but controversial corporate stratagem to counter activist investors will get an early test on Tuesday in Delaware Chancery Court, when both hedge fund Politan Capital Management LP and medical device maker Masimo Corp will exhort Vice Chancellor Nathan Cook to grant their discovery demands and to squelch those from the other side. Auditor. Market-leading rankings and editorial commentary - see the top law firms & lawyers for Energy transactions: electric power in United States It was founded in 2021 and is based in New York, New York. Any after-the-fact revelation of the identity of Politans backers, the fund said, is irrelevant. A crafty but controversial corporate stratagem to counter activist investors will get an early test on Tuesday in Delaware Chancery Court, when both hedge fund Politan Capital Management LP and . He will become executive chairman but will not keep that position beyond 2022. Politans lawyers from Schulte Roth & Zabel and Cadwalader, Wickersham & Taft contend the Masimo bylaw is a naked and unprecedented attempt to chill activist investors by demanding that they divulge confidential information about their investors and future plans. {"search": "/search", "clicked": "/clicked", "portfolio_add": "/portfolio-add", "portfolio_remove": "/portfolio-remove", "portfolio_create": "/portfolio-create", "portfolio_activate": "/portfolio-activate", "portfolio_delete": "/portfolio-delete", "portfolio_rename": "/portfolio-rename", "portfolio_color": "/portfolio-color", "home_filter": "/home-filter", "htmlspeed": "/htmlspeed", "add_tag_firm": "/add-tag-firm", "add_tag_click": "/add-tag-click", "copy_aum": "/copy-aum", "stripe_checkout": "/stripe-checkout", "update_card": "/update-card"}, {"uid": 48314412, "pid": -1, "pid_a": [], "name": "", "email": "", "blacklist_f": false, "paywall_f": false, "paywall_n": 0, "random_n": 0}, Morgan Stanley & Co LLC, First Republic Securities Company LLC. Mr. Politan is also a member of the Global Finance Practice Group. After repeated requests, Mr. Kiani finally agreed to a meeting, during which we expressed our interest in obtaining representation on Masimos Board and made clear that Politan was approaching the situation with an open mind, would reserve judgment on any of Masimos strategic initiatives and had a long-term focus with the substantial majority of our capital committed for three to four years. After years of growth and optimism, the ESG movement is encountering its first serious ideological push-back, with anti-ESG activists increasingly seeking to influence the focus of activists who in recent years have used ESG as part of the narrative for their proxy campaigns. This column will examine the defense devised by Masimo Corp., a publicly held medical technology company, to resist a proxy contest threatened by Politan Capital Management LP, an activist hedge fund. 1. activist campaigns that may turn into full-fledged proxy fights. Politan had held discussions with the St. Louis-headquartered company to push for new board members to be added. The most comprehensive solution to manage all your complex and ever-expanding tax and compliance needs. And its a growing challenge that looms large over deals of all sizes. Because the company adopted the new disclosure requirements after Politan said it wanted to engage with corporate management, Sidley said, the bylaw might be subject to enhanced scrutiny. Alison Frankel has covered high-stakes commercial litigation as a columnist for Reuters since 2011. Politan's key argument is that under Delaware precedent, including a 2017 transcript ruling in The Mens Wearhouse Inc v. Wildrick, the legitimacy of Masimos bylaw rests entirely on what its board members knew when they adopted the advance notice requirement. In the end, they will be more focused on how qualified and engaged the directors are and less concerned with where they came from. Politan's specific ideas couldn't be learned. 316047 | Last Form ADV Filed on 25 Jul 2022 | Registration: SEC Summary Details Export Identifying Information CRD No. If Politan prevails, boards at other companies could see their advance-notice bylaws which are generally far less strict thrown out under similar legal scrutiny. Get the latest business insights from Dun & Bradstreet. GREAT RESOURCES - STRONG PARTNER. Activist: Politan Capital Management Percentage Ownership: ~2.0% Average Cost: n/a Activist Commentary: Politan Capital Management was founded by Quentin Koffey. Politan asserts that the bylaw contravenes Delaware law by entrenching Masimos management and interfering with shareholders right to vote for directors. CBI websites generally use certain cookies to enable better interactions with our sites and services. Our Standards: The Thomson Reuters Trust Principles. BOSTON, Dec 14 (Reuters) - Centene Corp reached a deal with activist investment firm Politan Capital Management in which five new directors will join the managed care company . Ken Squire is the founder and president of 13D Monitor, an institutional research service on shareholder activism, and the founder and portfolio manager of the 13D Activist Fund, a mutual fund that invests in a portfolio of activist 13D investments. You are limited to the prior 8 quarters of 13F filings. Politan and Politan GP share facilities . Both sides agree that their litigation will help decide the future of advance notice bylaws. In the legend, a master craftsman creates wings of feathers and wax for himself and his son to escape danger. 1.3. hestia at pitney bowes . Politan Capital Management (together with its affiliates, "Politan"), an 8.8% stockholder of Masimo Corporation ("Masimo" or the "Company") (NASDAQ: M POLITAN CAPITAL PARTNERS L.P. (DOS ID: 6283541) was incorporated on 2021-09-17 in New York. Build the strongest argument relying on authoritative content, attorney-editor expertise, and industry defining technology. Historically, he has partnered with experienced industry operators as board candidates (i.e., CoreLogic Bill Foley, Lowe's David Batchelder) and in this situation he has brought in Kenneth Burdick and Wayne DeVeydt. the MV of securities sold, whichever is less, Proxy voting next spring will be the first full season under the SECs new rules requiring that management and shareholders use universal proxy cards in contested director elections. When completed, an email will be sent to the email address you specify Politan Capital Management is based out of New York. $ + tax for Q3 2022: Percentage of assets under management,Performance-based fees, MANAGING PARTNER, CHIEF INVESTMENT OFFICER, AND CHIEF COMPLIANCE OFFICER | LIMITED PARTNER, PORTFOLIO MANAGER AND CHIEF COMPLIANCE OFFICER, MANAGING MEMBER POLITAN CAPITAL MANAGEMENT GP, LLC. Customer Service. Politan looks for (i) high quality businesses that underperform their peers or potential, (ii) where there is a clear fix and (iii) a clear pathway to implement that fix. Politan Capital Management LP c/o Schulte Roth & Zabel LLP 919 Third Avenue, Suite 2300 New York, New York 10022 646-690-2830 With a copy to: Richard M. Brand Cadwalader, Wickersham & Taft LLP. The pressure comes in an effort to motivate Centene's stocks, which haven't seen the growth that its peers' have, the Journal reported. Reuters provides business, financial, national and international news to professionals via desktop terminals, the world's media organizations, industry events and directly to consumers. Politan Capital Management has invested in Masimo on Aug 15, 2022. Most recently, Koffey led. It was founded in 2021 and is based in New York, New York. News Corp is a global, diversified media and information services company focused on creating and distributing authoritative and engaging content and other products and services. The timing and sequencing was as predictable as insomnia for kids on Christmas Eve. All quotes delayed a minimum of 15 minutes. Masimo separately subpoenaed EnTrust Global Partners LLC, based on a Wall Street Journal report last August that the investment fund is backing Politans activist campaign for Masimo board seats. Track the AUM, funds, and holdings for Politan Capital Management LP over time. Hes going to have a lot to think about on Tuesday. Politans suit seeks to declare the Bylaw Amendments unenforceable, find that the Companys directors breached their fiduciary duties by approving and implementing the amendments, invalidate the change of control provisions in the CEOs employment agreement that could result in hundreds of millions of dollars of value being transferred to Chairman and CEO Joe Kiani even if only two of directors on the Board were replaced, and enjoin Masimo and the Board from taking any actions to prevent Politan from exercising its rights to nominate candidates for election to the Board. News Corp is a global, diversified media and information services company focused on creating and distributing authoritative and engaging content and other products and services. John Paulson's: Paulson & CO. Nelson Peltz's: Trian Fund Management. Or Call (212) 223-2282 For Username and Password. Expected Speed Range. NEW YORK Politan Capital Management (together with its affiliates, "Politan"), an 8.8% stockholder of Masimo Corporation ("Masimo" or the "Company") (NASDAQ: MASI), filed a lawsuit in the Court of Chancery of the State of Delaware today against the Company and its Board of Directors (the "Board"). Ernst & Young Ltd, Ernst & Young LLP. Access unmatched financial data, news and content in a highly-customised workflow experience on desktop, web and mobile. Filings. Politan Capital Management is an investment firm founded by Quentin Koffey. For this reason, activists with ESG-related ambitions will be thinking more about the economic arguments in their proposals, and crafting them to ensure that the sustainability reforms they advance stay focused on the bottom line. Filings. Most recently, Koffey led the activism strategy at Senator Investment Group. Get this delivered to your inbox, and more info about our products and services. Koffey is operating Politan more like a private equity fund than a traditional long-short equity hedge fund, as it can draw down locked up capital to give it enough time to accomplish its goals through active engagement with boards and management teams to improve governance, operations or strategic direction. Companies hoping to mitigate the risk of bumpitrage now need to prepare thoroughly for the possibility that an activist or even a long-term shareholder could strike. Frankel is the author of Double Eagle: The Epic Story of the Worlds Most Valuable Coin. Fund Details. For over 30 years we have demonstrated an unwavering commitment to our clients, community and each other. The company has insisted that under protective orders shielding discovery, the identity of Politans investors would be disclosed only to Masimos lawyers, not even to company officials. Yet they do have some strategies they can turn to conducting a corporate governance analysis, carrying out a carefully designed public communications campaign, readying a comprehensive break glass in case of emergency plan, and many more. Centene in July laid the groundwork for a succession plan when it established its office of the president and Neidorff said recently in public that he would not expect to be renewing his contract as CEO, the company said. Hedge Fund The battle is joined by an extreme version of such bylaws adopted by the board of Masimo Corporation, a $7 billion medical device maker led by billionaire founder Joe Kiani, after Politan Capital, a hedge fund run by veteran activist Quentin Koffey, disclosed an 8.8% stake, and Koffey expressed interest in board representation. The reality of this threat can be debated, but the takeover defense bar is beginning to respond. Sign up for free newsletters and get more CNBC delivered to your inbox. You will be charged Continue. Masimo, meanwhile, contends in a countersuit against Politan that the company's advance notice bylaw is a legitimate way to assure that shareholders have sufficient information about proposed board candidates including dissident candidates potential conflicts before they vote on corporate directors. An operator or ISP must account for 3% or more of total test samples in the market to be on this list. Industry: Pooled Investment Fund (See others in industry) Address: C/O Schulte Roth & Zabel Llp 919 Third Avenue, Suite 2300 New York, NY, 10022 Phone: 212-756-2000 . Burdick is the former CEO of WellCare who oversaw its margin improvement and DeVeydt is the former CFO of Anthem Inc. Masimo, broadly speaking, insists that Delaware courts must uphold corporations discretion to require disclosures from would-be board members who may have ulterior motives. See here for a complete list of exchanges and delays. Create Email Alert, ***Log In or Click Manage settings for more information and to manage your choices. Among the incoming directors are Kenneth Burdick, a former chief executive at WellCare Health Plans Inc, which Centene bought last year, and Wayne DeVeydt, a former chief financial officer at health insurer Anthem Inc. Christopher Coughlin and Theodore Samuels will also join the board. Account for 3 % or more of total test samples in the market to be on this.. Delivered to your inbox and research and development division, we develop unique, often solutions... Notice bylaw is the author of Double Eagle: the Epic Story of the Worlds most Valuable Coin Form. Growing challenge that looms large over deals of all sizes become executive chairman politan capital partners not. Build the strongest argument relying on authoritative content, attorney-editor expertise, and more info about products. 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