Event-driven activist fund

Boardroom control as a transaction engine

We plan to target public companies whose securities trade below realizable asset value, win influence in the boardroom, and force a sale, breakup, or liquidation instead of waiting for a slow market re‑rating.

Market backdrop

Underperforming public valuations and asset-rich orphans¹

Long-run equity returns remain attractive, but pockets of undervaluation remain.
Many asset-heavy issuers often trade at meaningful discounts to underlying net asset value despite stable or improving fundamentals.
Higher-rate environments and poor incentives have pushed some boards to prioritize self-interest over shareholder-focused decisive strategic transactions, leaving value trapped in the public wrapper.

Poor incentives can cause management and boards to avoid break-up, asset sales, or take-private bids that would unlock value far above the screen price.
These conditions are ideal for activists willing to underwrite control contests and push for sale processes rather than incremental, unpredictable operating plans.
Our strategy is built for this environment: use board representation to force the question “public forever versus sold now” in situations where the math clearly favors the latter.

Core thesis

The company is worth more sold than managed

We target smaller, mid-market issuers with marketable, monetizable assets, weak trading multiples, and a realistic path to winning board representation through a proxy contest.
The economic case centers on sale value, breakup value, or liquidation value, not multi‑year operational repair stories.
Campaign messaging is built around forced value realization and fiduciary urgency rather than governance theater.

A proxy contest converts an abstract valuation discount into a concrete control decision for shareholders: entrenched, self-interested incumbents versus a transaction‑oriented slate.
Once elected, dissident directors push for bankers, deadlines, and a formal process for strategic alternatives focused on signing a deal.
The fund exits through a transaction premium instead of hoping the public market eventually closes the discount on its own.

Target profile

Our criteria

Marketable asset‑rich

Real estate, divisions, brands, intellectual property or subsidiaries that can be sold, spun, or carved out at a premium to implied trading value.

Voteable

No entrenched control block or dual‑class structure that makes a proxy contest uneconomic even if the valuation case is strong.

Undervalued

Meaningful discount to NAV or sum‑of‑the‑parts, plus shareholder fatigue with a stale “public company forever” narrative.

We avoid structurally blocked situations where governance features prevent a credible path to board change.

Campaign mechanics

Four-step playbook

1 – Build the stake. Accumulate a credible position and publish the valuation gap with asset‑level specificity, including private‑market and breakup value ranges.
2 – Run the proxy fight. Nominate a slate explicitly tied to a transaction mandate and make board control the question in front of shareholders.
3 – Define the endgame. Make clear that the objective is a sale, breakup, or liquidation, not another open‑ended strategic review cycle.
4 – Force execution. If elected, push for advisors, process deadlines, and a signed transaction before inertia and entrenchment re‑emerge.

Case study – Whitestone REIT

Dissident pressure, then a take‑private by Ares^2,3

In April 2026, Whitestone REIT agreed to be acquired by Ares Real Estate funds for $19.00 per share in cash, valuing the company at roughly $1.7 billion including debt.
The deal reflected a premium to Whitestone’s undisturbed trading price prior to sale‑process reporting, crystallizing value for common unitholders.
Whitestone’s shares traded at $13.89 prior to the announcement of the dissident board slate and $12.56 per share prior to MCB Real Estate's updated acquisition offer.

Before the announcement, Whitestone had been under sustained pressure from dissident holders and potential bidders urging a sale or other strategic alternatives.
MCB Real Estate publicly argued in early 2026 that a sale was the “best and only” way to maximize value and signaled opposition to the status quo board if no sale occurred.
Contested proxy materials and ownership filings underscored that credible opposition was prepared to challenge the board if it failed to pursue a transaction.

Case study – DuPont (setup)

Trian’s campaign to break up an industrial icon⁴

In 2015, Trian Partners ran a high‑profile proxy contest at DuPont, seeking four board seats to push a more aggressive breakup and portfolio‑rationalization strategy.
Trian argued that DuPont’s conglomerate structure masked the value of distinct businesses and that separating them would unlock substantial shareholder value.
The campaign focused on capital allocation, cost structure, and a more decisive restructuring of DuPont’s portfolio than management’s own plan contemplated.

Case study – DuPont (outcome)

Boardroom loss, strategic validation

DuPont ultimately prevailed in the shareholder vote and Trian’s nominees were not elected, but the contest forced the board to defend and sharpen its strategic roadmap.
Subsequent transactions, including later portfolio moves and combinations, reflected many of the same themes around focus and value creation underlying Trian’s arguments.
The case is a useful example of our strategy: even an unsuccessful proxy fight can force breakup‑style outcomes when the strategic logic is compelling.

Case study – Fluor (setup)

Starboard’s stake and the NuScale overhang⁵

In 2025, activist Starboard Value disclosed a significant stake in Fluor Corporation, a major engineering and construction firm.
Fluor had a sizable investment and commercial exposure to NuScale Power, a small‑modular nuclear technology company whose volatility weighed on investor perception.
Starboard’s thesis emphasized unlocking value tied up in NuScale and sharpening Fluor’s focus on core engineering and construction operations.

Case study – Fluor (pressure)

Blueprint for asset‑level separation

Public commentary highlighted potential pathways to improve Fluor shareholder value, including a partial or full exit from NuScale and rebalancing Fluor’s capital allocation.
The situation is an example of activism focused on isolating and resolving suppression of asset value in the hands of the wrong management team.
The case demonstrates how a targeted activist can use board and market pressure to force a discrete asset‑level decision that re‑rates the remaining company.

Results

Fluor sells over half of its stake in NuScale for $1.35 billion with plans to sell the remainder in 2026.
Fluor's stock price had declined from $53.86 per share on October 21, 2024 to $47.88 per share on October 21, 2025, the day before Starboard's position was revealed.
On April 23, 2026, Fluor announces the sale of its last remaining shares of NuScale.
Since April 23, 2026, Fluor's stock price has increased from $47.62 to $53.00 per share as of May 1, 2026.

Opportunity set

Where this strategy will focus

Asset‑heavy industrial, real estate, and intellectual property platforms trading at persistent discounts to underlying value, with clear paths to board change.
Legacy public companies with separable divisions, brands, land banks, or subsidiaries that strategic or financial buyers can monetize quickly.
Situations where liquidation or sale‑of‑parts strategies are simpler and less risky than the operating narrative presented by current management.
Names with fragmented institutional ownership and limited insider control, where a focused shareholder campaign can realistically win the vote.

Endnotes & bibliography

Primary and principal sources

#	Topic	Primary / principal source
1	Market backdrop	S&P 500 index and total‑return benchmarks as published by S&P Dow Jones Indices and available via public data vendors.
2	Whitestone–Ares transaction	Whitestone REIT Form 8‑K describing the Ares acquisition; joint transaction announcements; major news coverage of Whitestone’s $1.7 billion all‑cash sale to Ares and related premium metrics.
3	Whitestone activism context	Public letters from MCB Real Estate and other Whitestone holders urging a sale; contested proxy materials and Schedule 13D/13D‑A filings; reporting on Whitestone’s strategic‑alternatives process and potential board challenges.
4	DuPont proxy contest	Trian Partners’ public letters and white papers regarding its 2015 DuPont campaign; DuPont proxy materials; Harvard and other corporate‑governance case studies; business‑press coverage of the proxy contest and subsequent portfolio moves.
5	Fluor / NuScale activism	Disclosures and media coverage of Starboard Value’s stake in Fluor; analyses of Fluor’s exposure to NuScale and activist pressure for change; governance and market commentary on potential separation or exit scenarios.