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-Ancora demands U.S. Steel Board records and escalates proxy battle

Ancora Holdings, an activist investor, is requesting access to documents from U.S. Steel. This includes board minutes and financial documents. The letter was seen by, which reveals that the investor has intensified its campaign to replace certain board members of U.S. Steel as well as its chief executive. Ancora launched a boardroom battle against U.S. Steel last month, as the iconic American firm fought in court to save a planned merger between Japan's Nippon Steel. The company wants the U.S. Court of Appeals overturn the order of former U.S. president Joe Biden that blocked the merger citing national-security concerns. U.S. Steel said that it would have to lay off workers and close factories if the deal was canceled.

Ancora’s decision to issue a “books and records” request demonstrates how the activist uses one of the available legal tools to win a potentially bitter battle in the boardroom.

Ancora sent Megan Bombick Associate General Counsel Securities & Corporate Secretary, U.S. Steel, a letter in which it said that U.S. Steel should investigate "potential wrongdoing" relating to "the futile (lawsuit of) the company and "the unusual (trading plan) of the CEO (David Burritt).

Ancora, according to the letter is seeking information to determine if the board violated their fiduciary duty by filing the suit and whether Burritt “tried to trade on material information that was not public.” U.S. Steel described Ancora's letter as a "distraction" that repeated its baseless allegations. A representative of the company said that the board has "been and remains unwavering" in its commitment to act in the best interest of all stakeholders including stockholders. U.S. Steel would review the request and respond "in accordance with applicable law and regulations."

Investor currently holds less than 1% of U.S. Steel, which is approximately 500,000 shares. However, it has stated that they plan to significantly increase their position. The market value of the company, once the largest steel producer in the world, is $8.7 billion. Ancora will hold a conference call with investors to discuss the campaign on Wednesday at 10 am.

Ancora, a group of activists, nominated nine candidates for the 12-member board of U.S. Steel last month, including a senior executive who might replace the CEO. The activist wants the company also to drop its lawsuit asking a federal appellate court to overturn Biden’s decision to cancel the $14.9 billion transaction.

Ancora, in a letter to U.S. Steel, argued that by pursuing this lawsuit, U.S. Steel hurts shareholders. It also stated it wanted management and the board of directors to focus on fixing the company.

The letter stated that "By continuing to litigate (the Petition for Review), the Board wastes time and resources in their desperate hope that the Merger will bring them significant personal benefit."

According to a letter, Ancora gave the company until the 24th of February to provide typically confidential documents relating to the proposed merger between Nippon and Burritt Trading Plan.

It is looking into whether the directors and officers "breached the fiduciary duty to the company and stockholders". They also want to know more about Burritt trading U.S. Steel shares "in relation with merger discussions", and how he made use of his 10b5-1 predetermined plan, which allows insiders the ability to sell their stock. Donald Trump, the U.S. president, said earlier this month that Nippon would make a bid in the form of a sale instead of an investment. A Japanese government spokeswoman said earlier this month that Nippon was considering a radical change from its previous plan of trying to buy U.S. Steel. Prime Minister Shigeru ishiba also called the decision to stop the deal as "unjustified political interference."

Ancora already identified Alan Kestenbaum as the ideal replacement for Burritt. Kestenbaum was previously the CEO of Canadian steel firm Stelco. Stelco, a Canadian steel company, was acquired by Cleveland-Cliffs in the past year.

The date of the company's annual meeting has yet to be set. Last year, it was held on 30 April.

Ancora has won board seats at a number big companies. Earlier this year, Norfolk Southern shareholders elected Ancora nominees to three board seats. Norfolk Southern promised to work with Ancora in order to find a new director, to avoid a fight with the company. (Reporting and editing by Aurora Ellis, Chizu Nomiyama, and Svea Herbst Bayliss)

(source: Reuters)