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A general view of the exterior of the headquarters of Norfolk Southern on April 1, 2023 in Atlanta, Georgia. 

Icon Sportswire | Getty Images

Norfolk Southern is almost two months into a battle with activist investor Ancora, which is trying to shake up the railroad’s board and oust CEO Alan Shaw.

Now the firm is taking aim at Norfolk Southern’s new operating chief John Orr over what the activist calls an “excessive” buyout package and a career marred by allegations of racial and sexual discrimination.

Last month, Norfolk Southern hired Orr away from rival CPKC, paying tens of millions of dollars to buy him out of his contract. The move was widely seen as a response to Ancora’s operational criticisms and received praise from several Wall Street analysts.

In a letter to Norfolk Southern shareholders on Friday, Ancora highlighted past misconduct by Orr that raises questions about his hiring, even as the executive has overseen improvements in the railroad’s operations in his three weeks on the job.

Ancora documented both alleged and substantiated workplace misconduct by Orr, dating back to his time as a mid-level executive at Canadian National. An appointee of the Canadian Arbitration Board substantiated allegations that Orr used verbally abusive language toward a female employee in the early 2000s. 

The employee and another witness told the employment tribunal at the time that Orr regularly cursed and shouted at the employee, and called her a “f—— b—-” and a “f—— idiot.” A witness told the arbitrator that, in one instance, Orr told the employee that she “was so f—— stupid it was embarrassing.”

The arbitrator found the claims credible. 

Norfolk Southern CEO: We have offered board seats to activist investor

Ancora also flagged a lawsuit filed in 2019 by a Black executive, who described Orr’s treatment of employees and subordinates as “abysmal.” The suit was filed against Canadian National, alleging racial discrimination.

Orr’s behavior was allegedly “so bad” that Canadian National was forced to provide executive coaching for him, according to a 2020 filing in the lawsuit. Orr’s deposition is sealed and the case was settled in 2022.

Prior to the announced hiring of Orr, Ancora drew attention to claims about his behavior in emails to two Norfolk Southern board members that CNBC obtained.

Ancora said in its statement on Friday that the hiring of Orr was a costly proposition that’s harming shareholders. As part of the agreement, Norfolk Southern said it would pay Orr’s prior employer $25 million in cash and provide additional unspecified concessions for a key rail hub and route in the southern U.S. Norfolk Southern values that particular part of the route at around 1% of its revenues.

When it announced Orr’s hiring, Norfolk Southern didn’t disclose the initial impact of the concessions or the estimated knock-on effects in the years to come.

‘Flawed premise’

Norfolk Southern told CNBC in a statement that Ancora’s analysis of the value of the route — the Meridian Speedway agreement — “is completely inaccurate and based on a flawed premise,” in that it assumes Norfolk Southern is forgoing more revenue than it actually is.

“As we previously stated, this revised agreement is by no means a consequential concession,” the company said.

Ancora is seeking to oust Norfolk Southern’s Shaw along with Orr in favor of former UPS CEO Jim Barber and former CSX Executive Vice President Jamie Boychuk, respectively. The activist has said that Norfolk Southern is dramatically underperforming its peers, and has laid the blame at the feet of Shaw and the board.

Regarding Orr, Norfolk Southern said he has a “track record of improving performance while operating safely and with integrity.”

“Ancora’s attempt to malign John by dredging up claims against his former employer, one of which is from over 20 years ago, is nothing more than an attempt to distract from the facts about their deeply flawed COO candidate, Jamie Boychuk,” a company spokesperson told CNBC. “Mr. Orr and Mr. Boychuk’s track records and industry reputations are simply not comparable.”

Jamie Boychuk and John Orr.

Courtesy: Longacre Square Partners and Norfolk Southern

In February 2023, a Norfolk Southern freight train derailed in East Palestine, Ohio, releasing toxic chemicals into the environment and prompting a political fight regarding railroad safety. Since then, the stock is roughly flat while the S&P 500 is up 26%.

Norfolk Southern’s shareholders meeting is scheduled for May 9.

Ancora has gained the backing of other stakeholders in its fight with the company. Neuberger Berman, which holds a small position in Norfolk Southern, said on Friday that it would support Ancora’s slate, citing a “history of poor governance that has long preceded” the railroad’s transformation efforts.

A settlement between the two sides appears unlikely, Gordon Haskett analyst Don Bilson said in a Friday note to clients. Shaw previously told CNBC that the company offered Ancora a “couple” of board seats in a settlement offer.

Ancora told CNBC that it’s made repeated attempts to settle with the company, both directly and through advisors. Any settlement, from Ancora’s perspective, would be contingent on a board refresh and Shaw’s ouster. The board has repeatedly expressed confidence in Shaw and has said it isn’t interested in a settlement that would lead to his departure.

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Activist Starboard amasses Autodesk stake, weighs suit over delayed probe disclosure

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Activist Starboard amasses Autodesk stake, weighs suit over delayed probe disclosure

Jeffrey Smith, CEO and chief investment officer at Starboard Value LP.

David Paul Morris | Bloomberg | Getty Images

Starboard Value, the activist fund run by Jeff Smith, has taken a sizable stake in graphics-design firm Autodesk and has spoken with the company’s board in recent weeks over a number of serious concerns involving its disclosures around an internal investigation that led to the ouster of its chief financial officer.

Starboard’s stake is valued at roughly $500 million, according to people familiar with the matter. The activist, which has a long track record of investing in the technology sector, is particularly concerned about the timing of Autodesk’s disclosure of an internal investigation which revealed that executives misled investors around the company’s free cash flow metrics and operating margins, said the people, who requested anonymity to discuss confidential information freely.

The results of that probe led to the ouster of Autodesk’s then-CFO, Deborah Clifford, who was moved to a different executive role within Autodesk. The probe found that executives manipulated reporting tied to company’s contract billing structure, as Autodesk shifted back to upfront payments from annualized payments, to improve those metrics.

Autodesk first disclosed in April that it had begun an internal investigation into disclosure issues around those metrics, almost a month after it had first begun the investigation and had informed the Securities and Exchange Commission that it was probing its financial reports. Autodesk shares slid 20% over the next few weeks. The company’s market cap now sits slightly below $50 billion.

The delayed disclosure came a little more than a week after the deadline to nominate directors closed. The tight window and timing of the disclosure has raised significant concerns inside Starboard, the people said, that Autodesk’s board deliberately chose not to inform shareholders ahead of its annual meeting. Such a delay would potentially limit a shareholder’s ability to nominate its own candidates in a contested fight.

Starboard is weighing legal action in Delaware Chancery court to compel the reopening of Autodesk’s nominating window and the delay of Autodesk’s annual meeting, the people said. Autodesk’s shareholder meeting is currently scheduled for July 16.

The activist also believes that the company can drive actual margin improvement and improve investor communications to help bolster Autodesk’s stock, the people said.

Starboard has built stakes in other major technology companies, including Marc Benioff’s Salesforce and Splunk, which was sold to Cisco in 2023 for $28 billion.

News of Starboard’s stake and plans was reported earlier by the Wall Street Journal.

Autodesk has faced activist scrutiny before. In 2016, it settled with two activist investors at Sachem Head Capital Management and Eminence Capital to stave off a proxy contest.

Autodesk disclosed earlier this year that it is facing Justice Department and SEC probes. A representative for the company did not immediately return a request for comment.

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Malaysia is emerging as a data center powerhouse amid booming demand from AI

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Malaysia is emerging as a data center powerhouse amid booming demand from AI

A large hallway with supercomputers inside a server room data center. 

Luza Studios | E+ | Getty Images

Malaysia is emerging as a data center powerhouse in Southeast Asia and the continent more broadly as demand surges for cloud computing and artificial intelligence.

Over the past few years, the country has attracted billions of dollars in data center investments, including from tech giants like Google, Nvidia and Microsoft

Much of the investments have been in the small city of Johor Bahru, located on the border with Singapore, according to James Murphy, APAC managing director at data center intelligence company DC Byte.

“It looks like in the space of a couple of years, [Johor Bahru] alone will overtake Singapore to become the largest market in Southeast Asia from a base of essentially zero just two years ago,” he said. 

Johor Bahru was named as the fastest growing market within Southeast Asia in DC Byte’s 2024 Global Data Centre Index

Princeton Digital Group says its Johor data center campus will come into service in 6 weeks

The report said the city has 1.6 gigawatts of total data center supply, including projects under construction, committed to or in the early stages of planning. Data center capacity is typically measured by the amount of electricity it consumes.

If all planned capacity comes online across Asia, Malaysia will only be surpassed by the larger countries of Japan and India. Until then, Japan followed by Singapore currently lead the region in terms of live data center capacity. 

The index did not provide a detailed breakdown of data center capacity in China. 

Shifting demand 

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Booming demand for AI services also requires specialized data centers to house the large amounts of data and computational power required to train and deploy AI models.

While many of these AI data centers will be built in established markets such as Japan, Murphy said emerging markets will also attract investments due to favorable characteristics. 

AI data centers require a lot of space, energy and water for cooling. Therefore, emerging markets such as Malaysia — where energy and land are cheap — provide advantages over smaller city-states like Hong Kong and Singapore, where such resources are limited.

Spillover from Singapore

Singtel discusses its data center expansion plans

Thus, a lot of investment and planned capacity has been redirected from Singapore to the bordering Johor Bahru over the years.

Singapore recently changed its tune and laid out a roadmap to grow its data center capacity by 300 MW on the condition more projects meet green-friendly efficiency and renewable energy standards. Such efforts have attracted investments from companies like Microsoft and Google. 

Still, Singapore is too small for wide-scale green power generation, thus there remain a lot of limitations on the market, said DC Byte’s Murphy. 

Resource strains

Data center liquid cooling is accelerating and it's accelerating now, says Vertiv CEO

Local officials are increasingly concerned about the extent of this power usage, as quoted in a recent report from The Straits Times.

Johor Bahru city council mayor Mohd Noorazam Osman reportedly said data center investments should not compromise local resource needs, given the city’s challenges with its water and power supply.

Meanwhile, a Johor Investment, Trade, and Consumer Affairs Committee official told ST that the state government would implement more guidelines on green energy use for data centers in June.

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Advisors ‘wary’ of bitcoin ETFs are on a slow adoption journey, says BlackRock exec

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Advisors ‘wary’ of bitcoin ETFs are on a slow adoption journey, says BlackRock exec

Jonathan Raa | Nurphoto | Getty Images

The long-awaited bitcoin exchange traded funds launched in January, and financial advisors are on their way – though gradually – toward adopting them, according to BlackRock’s Samara Cohen.

For now, about 80% of bitcoin ETF purchases have likely been coming from “self-directed investors who have made their own allocation, often through an online brokerage account,” she said, speaking at the Coinbase State of Crypto Summit in New York City on Thursday. The iShares Bitcoin Trust (IBIT) was among the funds to debut earlier this year.

Cohen, BlackRock’s chief investment officer of ETF and index investments, noted that hedge funds and brokerages have also been buyers, based on last quarter’s 13-F filings, but registered investment advisors have been a little more “wary.”

CNBC recently polled its Advisor Council about why they and their colleagues are so cautious about the new products, which represent a regulated and familiar investment product for a new asset class that has garnered significant interest in recent years. Responses ranged from bitcoin’s notorious price volatility to the flagship cryptocurrency being too nascent to have established a significant track record. Regulatory compliance and the crypto’s reputation for fraud and scandal were also on advisors’ minds.

“I would call them wary … that’s their job,” Cohen said of the skeptical financial advisors.

“An investment advisor is a fiduciary to their clients,” she added. “This is an asset class that has had 90% price volatility at times in history, and their job is really to construct portfolios and do the risk analysis and due diligence. They’re doing that right now.”

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The iShares Bitcoin Trust (IBIT) in 2024

“This is a moment, in terms of really putting forward important data, risk analytics [and determining] the role bitcoin can play in a portfolio, what sort of allocation is appropriate given an investor’s risk tolerance, their liquidity needs,” she added. “That’s what an advisor is supposed to do, so I think this journey that we’re on is exactly the right one and they’re doing their jobs.”

Cohen said she sees bitcoin ETFs as a bridge between crypto and traditional finance – particularly for investors who may be interested in making an allocation to bitcoin without having to manage their risk across two different ecosystems. Before the ETFs, the existing onramps into crypto were insufficient for what some investors wanted to do, she said.

Coinbase chief financial officer Alesia Haas said bitcoin is “on a slow journey of adoption” – a theme echoed across the conference sessions.

Blue Macellari, head of digital assets strategy for T. Rowe Price, pointed to the 1% allocation that some investors deem to be a safe, comfortable amount. She said she sees portfolio allocations into bitcoin as binary events, where they should be greater than 1% or zero, but she also acknowledged the cautious approach toward adoption.

“There’s a psychological component where people need to test the waters and get comfortable,” Macellari said. “It’s a paradigm shift … it takes time for people to ease their way into it.”

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