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At the Intersection of Washington and Wall Street

Capitol-Capital.com covers the intersection where Washington meets Wall Street. As regulation, law and policy shape money and markets, we examine the decisions in the Capitol that impact financial markets, investment strategies, and corporate boardrooms today. 

capitol-capital.com

Where Washington Meets Wall Street

spotlight on shareholder activism

The New Rules of Shareholder Activism

Communication Over Confrontation


Shareholder activism has entered a new phase in its long and turbulent evolution. It is no longer the blunt instrument of disruption that once startled corporate America. It has become a disciplined art of persuasion, grounded in data, amplified by communication, and driven by purpose. Influence has replaced intimidation as the true instrument of power, and the most sophisticated activists now win by shaping perception long before they win a single vote.


A generation ago, filing a Schedule 13D was a declaration of war. Boards would retreat behind lawyers while CEOs rehearsed defensive lines. Today, the filing is simply an opening statement in a longer, subtler conversation. The real campaign plays out in the marketplace of ideas, where activists and directors compete not just for votes but for credibility. The battleground has shifted from the ballot box to the public mind.


Activists have learned that argument itself is leverage. They no longer depend on stake size or shock value to move markets. They depend on persuasion — words as much as numbers. Elliott’s recent engagement with PepsiCo, for instance, emphasized “collaboration and clarity,” not confrontation, framing a $4 billion investment as partnership rather than pressure. Such tone signals the new orthodoxy: persuasion as performance.


Boards, for their part, have discovered that silence is fatal. A defensive press release convinces no one, and a rote statement of confidence suggests anxiety. Companies such as Salesforce, when faced with activist scrutiny last year, responded with disciplined transparency — detailing strategy, returning capital, and expanding board oversight. The lesson was clear: activists can be resisted, but they must be respected.


Power now flows through perception. A fund may own five percent of a company and still command fifty percent of the narrative. That was Nelson Peltz’s play at Disney, where he lost the proxy fight but arguably won the argument, pressing governance reforms that the board ultimately adopted. The real measure of influence is no longer shareholder percentage, but story control.


Activism at its best refines corporate governance. It exposes complacency, rewards transparency, and compels accountability. At its worst, it devolves into theater. The difference lies in communication. Starboard Value’s campaign at Bloomin’ Brands succeeded because it focused on facts, not fury, and framed its proposals as solutions, not ultimatums. Investors responded to reason, not rhetoric.


Communication, once an afterthought, has become the decisive weapon. Letters, presentations, and interviews now form the architecture of persuasion. Elliott, Pershing Square, and Third Point all deploy narrative discipline that rivals their financial modeling. They understand that stakeholders read stories as carefully as spreadsheets. Words can move markets faster than trades.


Every serious activist today operates at the junction of capital, law, and language. They hire counsel to comply, bankers to quantify, and communicators to clarify. Legal arguments persuade regulators; financial models persuade analysts; narratives persuade the world. The modern campaign depends on the mastery of all three.


Boards that understand this dynamic can adapt. They need not capitulate, but they must communicate. Unilever’s engagement with Trian Partners offers a case in point: constructive dialogue, steady disclosure, and eventual renewal of leadership direction. The company did not surrender; it listened, learned, and recalibrated. Such responsiveness signals strength, not weakness.


In this new equilibrium, authenticity has become the only durable currency. Markets forgive boldness and even missteps, but not deceit. An activist who speaks with conviction commands attention; a board that answers with candor earns respect. Dialogue, not denial, now defines good governance. That is how institutional investors decide where to place both confidence and capital.


The age of confrontation is yielding to an era of communication. Activists who once railed now reason; boards that once resisted now explain. The new rule is simple: perception shapes valuation. The contest is no longer between ownership and management but between trust and doubt. Clarity is the measure of both.


In an age of activism without animus, communication itself has become capital, and those who master it will shape the next generation of corporate power.


(C) 2025. All rights reserved. American Capitol Media LLC.

governance and capital

The Challenge for Pepsico Management

 PEPSICO AT A CROSSROADS : TURNING POINT FOR SHAREHOLDERS


No enterprise endures for more than a century without reinvention. PepsiCo’s evolution from a regional bottler to a global powerhouse is a case study in adaptation. Each decade has demanded recalibration, yet history shows that incumbents often miss the turn until shareholders insist on change.


Growth today is harder earned. Snack leadership has offset beverage sluggishness, but margin compression and sprawling operations have diluted agility. When performance diverges from potential, markets eventually intervene.


Investors now weigh competing visions: steady continuity versus structural renewal. Somewhere between those positions lies the path shareholders seek—a credible plan that restores momentum without destroying value.


Complexity extracts a cost. Owning and operating bottling networks ties up billions in assets that yield modest returns. Rivals that embraced refranchising unlocked capital, expanded margins, and sharpened focus. Whether PepsiCo could realize similar gains deserves rigorous analysis, not reflexive defense.


Capital allocation defines credibility. Deploying resources toward innovation and brand investment yields visible growth; reinvestment in fixed infrastructure does not. Shareholders are asking which course the board intends to pursue, and by what metrics success will be measured.


Markets are impatient with ambiguity. Uncertainty depresses valuation multiples even when profits remain solid. The company that narrates its own evolution keeps control of its destiny; the one that delays invites others to define it.


Governance thrives on candor. Boards earn confidence by engaging critics on substance and publishing progress against clear benchmarks. Dialogue behind closed doors may be comfortable, but transparency builds trust.


Public debate around Elliott’s proposals underscores a broader corporate tension: how to balance stability with responsiveness. Activism is seldom altruistic, yet it often surfaces truths management prefers to postpone. Ideas should be judged by merit, not by messenger.


Leadership now faces a plain choice: explain the strategy, adapt the structure, or risk appearing insulated from the market that ultimately judges performance. Shareholders do not demand capitulation; they demand coherence. Legacy endures not through defending every precedent, but through timely evolution. PepsiCo possesses the equity, resources, and talent to modernize on its own timetable if it acts while choice remains.


Confidence in direction is contagious. A public commitment to review structure, benchmark peers, and report measurable progress would project strength, not surrender.


History rewards boards that anticipate change rather than react to it. PepsiCo can still choose the timing, tone, and terms of its transformation, but not the necessity of one.


(C) 2025. All rights reserved. American Capitol Media LLC.

finance & Alternative Lending

Subprime Lenders are Not Parasites

AND THEIR BORROWERS ARE NOT PESTS


When Jamie Dimon warned on an earnings call that “when you see one cockroach, there are probably more,” he intended to flag lurking risk.  But what he metaphorically cast as infestations are, in truth, the last signalers in a system that has lost touch with its base. This isn’t about hidden bugs in finance. It’s about a system that privileges the safe, the huge, the already well capitalized, hile treating the borrowers and small lenders at the margin as throwaways.


The small lenders are not parasites.
They are the frontier of inclusion. They carry risk that megabanks no longer wish to shoulder. They extend credit to the underserved, often at higher underwriting cost, thinner margins, and higher default correlation. When one collapses, it is convenient for large banks to distance themselves. But that detachment ignores the moral contract of finance: to connect capital to activity, not capital to capital.


The subprime borrowers are not the pests.
He is the pulse. His stress reveals stress in wages, housing, medical debt, inflation, and opportunity. When his finances crack, it’s not because he gambled wildly. It’s because the mainstream system excluded him, priced him out, judged him unworthy of normal credit. He lives closer to the edge.


Dimon’s comment was strategically correct—but rhetorically destructive.
Yes, risk does accumulate. Yes, a failure in one corner may foreshadow cracks elsewhere. But to frame those connected to the underbanked as “cockroaches” is to cast them not as participants in a broken system but as unwelcome pests. That framing reinforces hierarchies and assigns moral failure to the least powerful.


The real reckoning will come from blindness at the top.
When capital ignores those who need it most, credit deserts grow. Shadow markets expand. Debt bubbles build where regulation is lightest. If the next shock comes, it will not begin with subprime—it will begin with the collapse of confidence in financial inclusion itself.


The Voice of Reason calls for three things:


  • Reframe the narrative.  Don’t warn of pests. Listen to pressure. The failures in small-lender networks are early warnings, not excuses for dismissal.
     
  • Bridge the gap.  Encourage large institutions to underwrite risk at the bottom, to support intermediaries, and to partner with mission-focused lenders. The system must stop leaving the excluded to fend for themselves.
     
  • Align incentives.  Reward credit technologies and underwriting models that account for human variability. Don’t force every loan into a cookie-cutter score. Allow flexibility that sees potential, not just past payment.
     

This moment is a fork in the road. One path leads to deeper financial alienation. The other leads to a more resilient system—one that protects the big while defending the small, that punishes arrogance and rewards inclusivity. When the canaries stop singing, even the kings of finance will gasp for air.


(C) 2025. All rights reserved. American Capitol Media LLC.

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