Latest news with #Gottfried
Yahoo
09-07-2025
- Business
- Yahoo
Why Jack in the Box's poison pill was the right move
This story was originally published on Restaurant Dive. To receive daily news and insights, subscribe to our free daily Restaurant Dive newsletter. Biglari Capital has been on the prowl this summer, increasing its holdings in Jack in the Box to 9.9%. The activist investor warned the chain that it would increase its stake further, which pushed Jack in the Box's board to issue a poison pill. Given that Biglari Capital is looking to buy other restaurant brands, like El Pollo Loco, and has a long history of activist investor actions, Jack in the Box's move is not unusual. 'It's not surprising that the board took the step of adopting a poison pill,' said Keith Gottfried, CEO of Gottfried Shareholder Advisory, which helps corporations fend off activist investors. He has advised public companies for over 30 years on poison pills in connection with activist investor situations. Jack's stock price is down from $60 from nearly a year ago to about $20 today. Jack in the Box instituted a turnaround strategy earlier this year, which included moving more toward an asset-light model, shuttering underperforming stores and considering a sale of Del Taco. Upon issuing the pill, the board said it wanted time to let the plan take effect. 'If you're in a similar situation, you would be well advised to have at least a poison pill on the shelf,' Gottfried said. Even if a company is doing well, it can be good to have documents drafted and ready to go just in case an activist investor enters a stock or the company receives an unsolicited offer, he added. 'Everything is very much customary in nature, even [Jack in the Box's] press release,' Gottfried said. 'Almost everything in this press release is language that I've seen in other press releases, including ones I've written.' Decades ago, companies would use poison pills preventatively, rather than in reaction to a specific situation. In the 1990s, it wasn't uncommon for there to be upwards of 2,000 poison pills active at a time among public companies, Gottfried said, adding that these were often in place for 10 years. 'Back in the '90s, you almost couldn't name a Fortune 100 company that didn't have a poison pill,' he said. Today, limited-duration pills often last less than a year. Boards also have the discretion to terminate a pill sooner. Last year, El Pollo Loco issued one in response to growing pressure from Biglari, as did Cracker Barrel in 2012. 'We're in the era where almost every pill that's adopted is a situation-specific pill,' Gottfried said, adding that Jack in the Box's pill is explicitly a response to Biglari. Pills that last longer than a year need shareholder approval, which is a tall order, as it can be very difficult to get proxy advisory firms to support the adoption of a long-term pill, Gottfried said. Long-term pills are generally disliked by institutional investors and proxy advisory firms. Poison pills are often viewed as anti-shareholder, but they aren't, Gottfried said. '[Poison pills don't] prevent anybody from making an offer to buy the company,' Gottfried said. 'It just prevents them from being able to do a hostile tender offer. … There is nothing in the pill that prevents the board from acting in their fiduciary duties to consider any offer that they determine to be in the best interest of shareholders.' Such measures prevent someone from acquiring a company at a price below what the board could receive if it was able to negotiate a deal with a third party, he said. The board has time to put its strategic plan in place, which could put the company in a stronger position to maximize shareholder value through operations or a sale. 'They'd rather do the improvements that they've talked to the market about, get those improvements implemented, have the market recognize those improvements in the stock price,' Gottfried said. He added that if the company decided to pursue a sale, it would be in a much better position with a higher stock price than its current $20 per share price. Typically, activist investors oppose limited-duration pills and argue that they function as anti-shareholder devices. 'They may try to get other shareholders to criticize it,' Gottfried said. 'There's a whole bunch of messaging points … that've been used over the years by activists to criticize the adoption of a poison pill. Whether or not that's going to resonate with anyone is hard to know. They're definitely not going to be happy about it.' For example, when Red Robin went toe-to-toe with Vintage Capital in 2019, the chain issued a poison pill to protect it from a hostile takeover. Vintage Capital wrote in a letter to Red Robin's board that it was disappointed in Red Robin's move, saying a proxy fight was not 'desirable for Vintage or for the Company's other stockholders because it may inhibit our ability to participate in any auction process.' Following back and forth between activist investors and Red Robin, the board agreed to appoint a new independent board director in 2020 and give Vintage the ability to acquire up to 20% of common stock. Activists can challenge poison pills in court. But this tactic is unlikely to be successful unless the threshold to trigger it is low, like around 5%, Gottfried said. Comparatively, Jack's poison pill would be triggered at 12.5%. Delaware courts in the 1980s deemed poison pills a legal action and challengers would have trouble fighting that current precedent. Courts typically follow a business judgment rule, which is the assumption that boards acted in the best interest of shareholders, according to BusinessThink. Gottfried said he expects more restaurant boards to at least consider having a poison pill at the ready following Jack in the Box's example. 'You're not going to see a bunch of people start announcing the adoption of poison pills,' Gottfried said. 'But I think you're going to see more chains probably call up their counsel and say, 'hey, we should probably get one on the shelf.'' Recommended Reading Jack in the Box prescribes poison pill to sicken activist investor
The Guardian
30-04-2025
- Entertainment
- The Guardian
Sing for your snapper: a life-affirming view of New York
Laurence Cornet, curator: 'I love this photograph that could be a self-portrait by Arlene. The singer in the photograph conveys the same warmth and full engagement. Arlene got so deeply involved with gospel that she really became one of them. She had this look and face that could make people believe that she belongs to any community – black American, Puerto-Rican, Jewish, all communities she spent a lot of time with. Also, it's a Cibachrome print, which Arlene used for most of her colour work. It's so rare to see Cibachrome nowadays. I'm nostalgic for their bright and dense colours' Gottfried's first photographs are of life on the streets, showing her friends, relatives and neighbours in the ethnically diverse area of Brooklyn she lived in. The photographs from the 1970s and 80s document a part of New York City that no longer exists: a rough environment where she gravitated towards individuals with unique characteristics and large personalities In the 1970s and 80s, New York was the scene of irresistible social diversity, revealing a gallery of people, each more eccentric than the last 'This image always reminds me of one by Robert Frank. Gottfried's work, like Frank's, is characteristic of the American interpretation of street photography that, while being focused on people, gives a sense of its vastness and chaos. She didn't intend to draw a portrait of NYC, but her images are nonetheless documents of a vanished city, before the speculation bubble hit' Having grown up in the working-class neighbourhoods of Brooklyn, first on Coney Island and then in the Latino and Afro-American barrio of Crown Heights, Gottfried had been close to this reality since childhood, spontaneously turning to her neighbours when she received her first camera from her father Although Gottfried initially chose photography because she 'couldn't stand still in a classroom', she soon turned it into a full-time activity. Gottfried criss-crossed the metropolis, a camera around her neck, documenting what touched her: the figures in her community, whom she met every day, her friends, the clubs, the provocative extravagance that preceded the wave of Aids scares and gospel music, which she soon took up with as much fervour as photography' Gottfried returned to the beaches of her childhood, Coney Island and Brighton Beach, photographing the only nude bay in New York, Riis Beach's Bay One. She also shot clubs and disco nights that had a sense of wild and free self-expression in a world before Aids Gottfried's benevolence can be seen in the looks on people's faces, image after image. 'Everyone was so relaxed at the idea of being photographed,' she once explained Often, they were the ones who asked her to do it, like the muscular nudist posing next to an Orthodox Jew Laurence Cornet: 'These two women are Arlene's mother and grandmother. They systematically kissed each other on the mouth when they greeted each other goodbye. Family was very important for Gottfried. She granted her upbringing for her love of others, for the fact that she felt comfortable with everyone. It's also her mother who first called her a 'singing photographer', an expression that appeared on Arlene's business card and that gives its title to the exhibition' Each slice of this portrait of New York is a story, an intimate memory of Gottfried, the people she met and the places she loved Laurence Cornet: 'Kerouac said that Robert Frank 'sucked a sad poem out of America'. Gottfried did quite the opposite. She doesn't avoid or hide the poor and the rough conditions in which they live, but she engaged with them in such a generous way that her photographs are an invitation to look and care for each other. That is one of the aspects that has motivated the exhibition, at a time when the political situation tends to divide people' We are free to look at these images with nostalgia for a bygone era, or to study them as historical documents. Despite being rooted in an era, they remain timeless, charged as they are with humour and tenderness. An altruistic ode sung in images
Yahoo
12-03-2025
- Politics
- Yahoo
DFL's David Gottfried wins special election, ensuring power split in Minnesota House
Minnesota Democrat David Gottfried won a special election for House District 40B on Tuesday in a landslide, restoring a 67-67 split in the House of Representatives. The special election for the district, which is in Ramsey County and covers most of Roseville and Shoreview, was organized after the November winner — DFLer Curtis Johnson — didn't meet residency requirements following a court challenge. Gottfried defeated Republican Paul Wikstrom, who also ran for the seat in 2024 and challenged Johnson's residency in court. Gottfried received 70.15% of the vote (9,352 total). Wikstrom received 3,966 votes. This marks an increase in the margin of victory compared to November's election, when Johnson received won by a 65%-34% margin over Wikstrom, albeit with lower turnout. Gottfried said in a statement the victory is "for Roseville, Shoreview, and every constituent who hasn't been represented for weeks." "I couldn't be more thrilled to be headed to Saint Paul as soon as possible to get to work for this district and Minnesota. Our team's efforts during the many phases of this campaign have been astounding. I'm so proud of the work of everyone who knocked doors, made phone calls, sent postcards, chipped in a few bucks, and did everything they could to make sure we won tonight," Gottfried said. 'We never lost sight of what's at stake. The President [Trump] is sowing chaos that is increasing the price of basic needs like food, energy, and healthcare. It's never been more urgent that we work together in Saint Paul to shield Minnesotans from the chaos, lower the cost of prescription drugs, and make a smart plan to protect our shared futures in Minnesota.'Democrats already hold a one-seat majority in the Minnesota Senate. Given that 68 votes are needed to pass anything in the House, bipartisan teamwork will ultimately be needed to get most bills passed onto Walz's desk for his signature. DFL Chairman Ken Martin provided the following statement after Gottfried's victory: 'As a proud Minnesotan, I'm honored to congratulate David Gottfried on his crucial special election victory. Minnesota is a shining example of what can happen under Democratic leadership: providing free breakfast and lunch for K-12 students, investing in mental health services, strengthening worker protections, establishing paid family and medical leave, and enshrining protections for reproductive freedom into law. Since November's election, Democrats continue to fight and win in communities across the country.' House Speaker Lisa Demuth, R-Cold Spring, also issued a statement following Gottfried's win, saying it "was always going to be an uphill battle to win in a dark blue Democrat seat." "I want to thank Paul Wikstrom for running an incredible race and ensuring that District 40B is represented by someone who actually resides in the community," Demuth said. 'While the House will return to a 67-67 tie after tonight, House Republican priorities remain unchanged: we will continue our effort to stop the fraud, protect Minnesotans from harmful tax increases, and work with our Democrat colleagues to pass a responsible and balanced budget.'
Los Angeles Times
12-03-2025
- Business
- Los Angeles Times
Democrat David Gottfried wins Minnesota House special election, restoring a 67-67 power split
ST. PAUL, Minn. — Voters in a Minnesota House district at the center of post-election drama over chamber control decisively chose Democrat David Gottfried on Tuesday, tying the House and ending a short-lived Republican majority. The Democratic victory will force the two parties to work together on a budget for the next two years. Gottfried got about 70% of the vote to defeat Republican Paul Wikstrom, who also ran for the seat in November. The special election in the heavily Democratic district in the northern St. Paul suburbs of Roseville and Shoreview was scheduled after a state court ruled that Democratic winner Curtis Johnson failed to meet residency requirements. That disrupted an expected 67-67 tie in the House and led to the collapse of a power-sharing agreement when Republicans tried to capitalize on their unexpected majority, prompting a three-week Democratic boycott of the chamber. The parties reached a new power-sharing agreement in February that assumed Democrats would win the special election and restore the tie. Under the terms of the deal, Republican Lisa Demuth will remain House speaker for the next two years. Once Gottfried is sworn in, the two parties will have even strength on most committees, with co-chairs who will take turns holding the gavel, except for an oversight committee that Republicans will control to investigate fraud in government programs. Democrats hold a one-seat majority in the Minnesota Senate. Given the tie in the House, some degree of bipartisan cooperation will be required to get the 68 votes needed to pass the big budget measures to Democratic Gov. Tim Walz. Updated budget projections released last Thursday suggested difficult negotiations ahead. The projected surplus for the next two-year budget slipped to $456 million, while the projected deficit for the two years after that grew to $6 billion. Gottfried's 40-point margin of victory exceeded Johnson's 30-point win in November. Democratic presidential nominee Kamala Harris carried the district with 68% of the vote over President Trump, the Republican nominee. Gottfried said his win is a victory for the voters in his district, who haven't been represented in the House since the session convened in January. 'The President is sowing chaos that is increasing the price of basic needs like food, energy, and healthcare,' Gottfried said in a statement. 'It's never been more urgent that we work together in Saint Paul to shield Minnesotans from the chaos, lower the cost of prescription drugs, and make a smart plan to protect our shared futures in Minnesota.' House Democratic Caucus leader Melissa Hortman said Gottfried's win confirms that they'll be working under the power-sharing agreement they negotiated with House Republicans. 'Democrats have been ready to work in a bipartisan way for months,' Hortman said in a statement. 'It's time for our Republican colleagues to leave the partisan games behind and work with us to craft a budget for the people of Minnesota.' Demuth said it was always going to be an uphill battle for a Republican to win in the district. 'While the House will return to a 67-67 tie after tonight, House Republican priorities remain unchanged: we will continue our effort to stop the fraud, protect Minnesotans from harmful tax increases, and work with our Democrat colleagues to pass a responsible and balanced budget,' Demuth said in a statement. Ken Martin, a Minnesotan who chairs both the Democratic National Committee and the state party organization, congratulated Gottfried for what he called a 'crucial' victory for the party. Gottfried's win comes on the heels of special election victories earlier this year in Virginia and Iowa, and it shows that Americans are already rejecting Trump, the DNC said in a statement. 'Since November's election, Democrats continue to fight and win in communities across the country,' Martin said. Karnowski writes for the Associated Press.
Yahoo
12-03-2025
- Politics
- Yahoo
Democrat wins special election, bringing Minnesota House to a tie
State Rep.-elect David Gottfried, who won a special election in House District 40B in the north metro area on March 11, 2025. Courtesy photo. Democrat David Gottfried decisively won a special election in the north metro area Tuesday night, bringing the Minnesota House to a 67-67 tie. The seat was empty because the winner of the November election, Democrat Curtis Johnson, was not a resident of the district, a judge ruled in December. 'The President is sowing chaos that is increasing the price of basic needs like food, energy and health care. It's never been more urgent that we work together in Saint Paul,' Gottfried said in a statement. After Gottfried is sworn in, likely on Monday, committees will be co-chaired by one Republican and one Democrat, with membership split evenly, except for a new anti-fraud committee that will remain under Republican control. Rep. Lisa Demuth, R-Cold Spring, will remain in her position as the House speaker through 2026, under a power sharing agreement negotiated earlier this year. A bill requires 68 votes to pass in the House, so all bills will require some amount of bipartisan support to pass the chamber. Bills will also require bipartisan support to get a committee hearing, House DFL caucus leader Melissa Hortman said this week. Per a prior agreement, Republicans will retain their majority on the Fraud Prevention and State Agency Oversight Policy Committee, which was formed to address the theft of hundreds of millions of public dollars in recent years. Lawmakers must pass a two-year budget by June 30 to avoid a government shutdown. Republicans, who have controlled committees during their temporary one-seat advantage, have just a few more days to hold hearings on their bills that have no DFL support. The one-seat advantage — though temporary — has paid dividends for Republicans, who secured the speakership and the permanent majority on the anti-fraud committee. And, they were able to get bills on the floor to push their political message, even if they had no chance of passage, like delaying the implementation of paid leave, overturning the duty to retreat, and banning transgender athletes from girls sports. While the seat was empty, Republicans considered using their one-vote advantage to block the seating of DFL Rep. Brad Tabke, who narrowly won his south metro election. Democrats held out from the legislative session for several weeks, preventing the chamber from reaching the number of present members required to conduct business. Democrats returned to the chamber in early February after reaching a deal with Republicans on the details of the power-sharing agreement. 'It was always going to be an uphill battle to win in a dark blue Democrat seat, but we look forward to having the House back at full strength,' Demuth said. 'I want to thank Paul Wikstrom for running an incredible race and ensuring that District 40B is represented by someone who actually resides in the community.' SUPPORT: YOU MAKE OUR WORK POSSIBLE
