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The-Voice-of-Reason.com is an independent platform fostering intelligent and insightful discussion of timely issues in business, politics, and policy. Its views are sober not sensational, measured not mercurial, and reasonable not reckless. Common sense, not controversy, guides our commentary.
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.
From Carl Icahn’s audacious raids to Bill Ackman’s high-profile crusades, activism has come a long way from the age of confrontation. What once relied on leverage and spectacle now depends on language and strategy. The power that once resided in accumulation now rests in articulation.
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 now shifts as often to the public square as to the proxy ballot.
Activists have learned that argument itself is leverage. They no longer depend solely 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 evolving 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. StarboardValue’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 TrianPartners 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.
Beyond the boardroom, regulators are watching. Europe’s stewardship codes and the SEC’s evolving proxy rules have drawn new boundaries around disclosure and engagement. Cross-border funds now weigh not only financial return but reputational risk. The global conversation has become one of accountability, not aggression.
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.
Technology is already reshaping the next wave. Data analytics, social listening, and AI-driven sentiment tracking are giving activists real-time insight into how narratives land. The battle for shareholder trust will soon be measured in metrics of credibility as much as in market cap. 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 the end, credibility is not a tactic but a virtue. Markets that lose trust lose their compass, and communication without conscience soon collapses under its own spin. Communication itself has become capital as activism without animus matures, and those who master it will shape the next generation of corporate power.
It is likely that contests of the future will not be settled in proxy counts alone but in the arena of public conviction. Boards, investors, and stakeholders alike must learn to speak with candor, listen with discipline, and act with purpose. The companies that do this well will not only lead markets, they will write the unwritten constitution of modern capitalism.
(C) 2025. All rights reserved. American Capitol Media LLC.
governance and capital
Inside PepsiCo: A Credible Plan to Confront Complacency and Revive a Great American Brand
A deeper look at the shareholder campaign reshaping an iconic American company
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. Today, Elliott Investment Management is recommending that 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.
the national interest papers
KEEP HOLLYWOOD AMERICAN - BEFORE IT'S TOO LATE
A Matter of National Interest
The debate over whether Paramount should merge with Warner Bros. Discovery is being framed in all the wrong ways. Pundits call it another “mega-merger,” regulators warn of concentration, and critics recycle the old antitrust clichés. What they miss is a far more consequential truth. This is not a contest for control of a studio. It is a contest for control of American culture.
For more than a century, Hollywood has been America’s chief storyteller. Its studios exported not only entertainment but distinctly American ideals—freedom, resilience, redemption. From the plains of Shane to the streets of Rocky and the galaxies of Star Trek, these stories shaped how the world saw us. They were imperfect, commercial, even contradictory—but always unmistakably American.
Now, in the age of streaming and algorithm, that heritage is at risk of dilution and decay.
Paramount and Warner Bros. Discovery are the last of the great, independent American studios standing at full height. They have survived wars, depressions, witch-hunts, and revolutions in technology. What they face today is more subtle and arguably more dangerous: a creeping dominance by global technology platforms that distribute everything, dictate terms, harvest data, and decide what the world watches.
Against that scale, no single studio can prevail. It will take unity of purpose to protect the independence of American storytelling. Otherwise, Hollywood becomes a subsidiary of Silicon Valley.
Critics warn that consolidation breeds complacency. In theory, yes. In practice, scale often saves industries from extinction. Airlines consolidated and became safer. Banks merged and became stronger. Telecommunications combined and connected the nation. The goal is not bigness for its own sake, but resilience. Two studios joining resources, libraries, and production power is not monopoly—it is self-defense in a marketplace already monopolized by the digital few. It is, in truth, a moat against extinction.
The antitrust orthodoxy of the 1950s belongs to another world. Today, the greatest concentration of power lies not in content creation but in content distribution.
Amazon controls retail and streaming pipelines. Apple controls devices and app stores. Netflix controls subscriber access in 190 countries. These firms operate with valuations larger than the GDP of mid-sized nations. They are vertically integrated, algorithmically driven, and globally financed.
Against that, even a combined Paramount–WBD enterprise would be a cottage industry. The question is no longer whether they should merge, but whether they can afford not to.
Some fear that such a union would erase competition in Hollywood. The truth is that competition has already migrated—to Silicon Valley, Seattle, and Cupertino—where distribution and data have replaced artistry as the coin of the realm. Hollywood’s fragmentation only benefits the platforms that feed on it. Every weakened studio, every under-funded network, every creative defection to tech deepens the imbalance. A merger that restores parity is not anti-competitive; it is pro-survival.
Economically, the logic is sound. Both companies face rising production costs, volatile advertising markets, and shrinking linear revenues. Combined, they can rationalize overhead, unify streaming platforms, and achieve efficiencies that make creative risk possible again. When studios are solvent, artists experiment. When they are not, accountants rule. Consolidation, guided by vision rather than vanity, funds creativity—it does not stifle it.
The new dynamic adds urgency. Cord Cutters News reports that David Ellison’s Skydance—now Paramount Skydance, or PSKY—is quietly assembling financing, with Apollo Global Management emerging as a likely partner for a $60 billion-plus bid for WBD. Larry Ellison’s immense resources provide credibility, but not infinite patience. Zaslav, still at the helm of WBD, is said to be preparing a split of the company’s assets, a move that could trigger a bidding war and drive valuations beyond reach. Speed now matters as much as capital. Narrative matters even more.
This is where leadership and legitimacy intersect. Paramount’s new general counsel, Makan Delrahim, understands both. He knows the difference between mergers that enhance competition and those that extinguish it. His experience at the Department of Justice gives him the discipline and imagination to craft a structure that can survive scrutiny from regulators and markets alike. With his guidance—and Ellison’s capital—Paramount can produce a model merger: transparent, defensible, and unambiguously pro-American.
There is also the patriotic dimension that rarely finds its way onto spreadsheets. The libraries of Paramount and Warner Bros. Discovery are national treasures. They chronicle the evolution of the American idea more vividly than many archives in Washington. Within their vaults lie the dreams, delusions, triumphs, and tragedies of a people who believed that stories could change the world. These archives must not be scattered or sold to algorithmic brokers. They are inheritance, not inventory.
Ellison himself seems to grasp this duty. He recently wrote to his employees:
“If we are to move forward, we must find our way back to the ideals that shaped both our country and civilization itself: open exchange of ideas, vigorous yet respectful debate, and a genuine regard for the beliefs and traditions of others. . . . we have both a unique opportunity and an obligation as stewards of one of the most iconic and respected news organizations in the world. We are challenging ourselves to do better – recognizing that we have the ability to reach a broad audience and demonstrate constructive, respectful, and bipartisan dialogue in our own work. Our mission is clear: to ensure that this global platform remains a place where people can seek the truth, gain understanding, and engage with the facts. That is our purpose.”
That vision—creative freedom anchored in civic responsibility—captures what the Paramount-WBD merger could mean if guided wisely.
Regulators who review such a merger should look beyond market-share tables and ask: Who will own the megaphone of American culture ten years from now? Will it be the studios that built it, or the platforms that rent it? Consolidation among storytellers preserves diversity of creation. Concentration among distributors eliminates it.
This proposal is not about Wall Street’s appetite for synergy. It is about whether America will remain the author of its own story. Hollywood once exported democracy through celluloid dreams. It can still do so if it remains whole. The alternative is a marketplace where algorithms decide what is watchable and culture becomes code.
Paramount and Warner Bros. Discovery should come together not because it is easy, but because it is necessary. In an era of digital empires and vanishing borders, the defense of American storytelling begins at home. Keeping Hollywood American is not protectionism. It is preservation—of industry, imagination, and identity.
(C) 2025. All rights reserved. American Capitol Media LLC.
Controversy over content
Principle over Politics in Broadcasting
Stewardship, Not Censorship: Why Broadcasters Declined to Air Jimmy Kimmel
In recent weeks, much has been said about the decision by Nexstar and Sinclair not to carry Jimmy Kimmel Live! on their local stations, even as ABC has returned the program to the airwaves nationally. Critics have rushed to frame the matter in political terms—charging censorship, claiming capitulation, or suggesting favoritism with regulators. But the most useful way to understand this episode is not political at all. It is constitutional. It is commercial. And, most importantly, it is about stewardship.
The Constitutional Frame
The First Amendment protects speech. But the First Amendment does not obligate private broadcasters to carry every voice or every program. Courts and regulators have long recognized this distinction. Broadcasters are not state actors; they are licensees of the public airwaves. They enjoy broad editorial discretion, subject to certain obligations under law.
That discretion is not unfettered. From Red Lion Broadcasting v. FCC in 1969 to FCC v. Pacifica Foundation in 1978, the Supreme Court has affirmed that broadcast licensees operate differently from print publishers or cable programmers. They must serve “the public interest, convenience, and necessity,” a standard embedded in the Communications Act and carried forward in decades of FCC jurisprudence.
When Nexstar and Sinclair declined to air Jimmy Kimmel after his remarks on Charlie Kirk, they were exercising precisely this kind of discretion. Their choice was not a denial of Kimmel’s right to speak. It was a recognition that broadcasters, unlike streamers or subscription channels, must balance expressive freedom with obligations to community standards. Far from undermining the First Amendment, such decisions affirm the constitutional framework that governs broadcasting in America.
The Business Rationale
Local broadcasting is built on a fragile, but enduring, economic model: advertising revenue. Advertisers are not neutral participants in the content environment. They demand brand safety, predictability, and the assurance that their messages will not be paired with content likely to alienate their customers.
When late-night comedy pushes into controversial territory—particularly when it touches raw political wounds—advertisers take note. Broadcasters know this. They cannot afford to lose trust with the sponsors whose dollars sustain local journalism, community programming, and the very infrastructure of free, over-the-air television.
Seen in this light, Nexstar and Sinclair’s decision is straightforward. It was about protecting advertiser relationships. It was about protecting community trust. And it was about protecting the long-term viability of local broadcast television. This is not capitulation. It is prudence.
The Stewardship Duty
Beyond law and business lies a deeper principle: stewardship. Broadcasters are entrusted with use of the public airwaves. That trust carries weight. It means taking responsibility for what goes out over those airwaves, knowing that millions of homes and diverse communities are on the receiving end.
Stewardship is not always popular. It requires judgment calls that will inevitably be second-guessed. But it is central to the identity of broadcasting. When Nexstar and Sinclair acted, they did so as stewards—not as censors. They judged that the balance of interests tilted against airing Kimmel under the circumstances.
That judgment may be debated, but it cannot fairly be dismissed as political servility. ABC itself later made its own call to suspend, and then reinstate, the program. Nexstar and Sinclair made theirs. Both were exercises in stewardship.
Why the “Censorship” Charge Misses the Mark
The loudest criticism has come from those who call the decision censorship. This misunderstands both the facts and the law.
- Kimmel still has a platform. ABC restored the show nationally. Nexstar and Sinclair simply declined carriage on their own stations.
- Broadcasters are private actors. They are not the government, and thus their editorial choices are not subject to First Amendment compulsion.
- This was selective, not absolute. Nexstar and Sinclair declined one program. They did not shut down a viewpoint or silence a person.
To call this censorship stretches the term beyond recognition. It was discretion, not suppression.
Why the “Capitulation” Narrative Falls Flat
Others argue that Nexstar and Sinclair bowed to regulatory pressure, currying favor with the FCC as Nexstar’s Tegna merger sits under review. This claim, too, falters under scrutiny.
First, Nexstar acted before ABC, signaling independence rather than submission. Second, the FCC Chairman’s praise came after the fact. And third, the FCC review of a major merger is far more complex than any single programming decision. Regulators will assess competition, ownership limits, and market concentration—not one late-night talk show.
The “bow-down” narrative is simple, but it is not persuasive. What is persuasive is that Nexstar and Sinclair acted out of obligation to their audiences, their advertisers, and their communities.
The Broader Lesson
This episode highlights the enduring tension in American broadcasting: the balance between free expression and responsible stewardship. It is a tension as old as the medium itself.
Broadcasters are not censors. Nor are they passive conduits. They are trustees of a scarce public resource. They must constantly weigh speech against standards, commerce against conscience, freedom against responsibility. Nexstar and Sinclair did exactly that.
Their decision may be debated. But it should not be caricatured as either censorship or capitulation. Properly understood, it was an affirmation of the unique role broadcasters play in American life.
Conclusion
The decision not to carry Jimmy Kimmel Live! was not a political bow or an act of silencing. It was a business judgment and a constitutional exercise of discretion, grounded in the obligations of stewardship.
Audiences deserve standards. Advertisers deserve trust.
Communities deserve respect. And broadcasters deserve the right to make decisions in line with all three.
The Voice of Reason concludes: Nexstar and Sinclair acted within their rights, within their responsibilities, and within their role as stewards of the public airwaves. That is not politics. That is principle.
(c) 2025. American Capitol Media LLC