Podcast Summary: Shareholder Primacy – "Mailbag!" Episode

Host: Mike Levin (Activist Investor, Chicago)
Guest Co-host: Matt Moscardi (Proprietor, Free Float Analytics)
Date: January 21, 2026
Podcast by: Free Float Media Inc.

Episode Overview

In this special mailbag episode, Mike Levin and guest co-host Matt Moscardi dive into a selection of listener questions covering fundamentals and tactical nuances of activist investing, securities law, and shareholder engagement. With regular host Ann Lipton away for the start of the academic semester, Matt reads questions submitted by listeners, prompting Mike’s detailed answers on topics from the mysterious "NOBO" list to Berkshire Hathaway activism, handling SEC EDGAR filings, and the precise role of proxy solicitors. The tone is direct, candid, and often humorous, providing both technical explanations and inside-baseball anecdotes for investors and legal practitioners alike.

Key Discussion Points & Insights

1. What is the NOBO List and Why Do Activists Want It?

[02:11–10:50]

• Explanation of NOBO:
  • "NOBO" stands for Non-Objecting Beneficial Owner. A beneficial owner holds shares through a custodian (a broker) rather than in record name.
  • "A beneficial owner is one who owns their shares through a custodian, through a broker. ... Economically, it's all the same thing. It's just legally, it's a distinction." (Mike, 02:33)
• How Shareholders Become a NOBO:
  • Most investors effectively default to being NOBOs because, during account set-up, they do not object to their brokerage passing their information to companies.
  • "Almost everybody's a NOBO." (Mike, 04:01)
• Value for Activists:
  • The NOBO list provides names and contact details of shareholders, crucial for one-on-one outreach in activist campaigns.
  • "It's one of the basic tools of activism, okay, is to get a copy of the NOBO list from the company and use that to start to figure out who the shareholders are and start to talk to them and make your case." (Mike, 06:13)
• Comparison to 13F Data:
  • The NOBO list is more comprehensive—covering beneficial owners who don’t appear on public 13F filings.
  • "It's much better than like 13F data ... because you get so many different shareholders that are on a NOBO list that don't necessarily file 13Fs." (Mike, 07:06)
• How to Get a NOBO List:
  • Request from the company via a Section 220 (Delaware) books and records demand.
  • Sometimes companies don’t have a recent NOBO list:
    • "If you do a books and records demand, you can't require a company to get something they don't already have." (Mike, 08:32)
    • In that case, contact the broker or Broadridge to get the last known version.
• Fees & Company Resistance:
  • Companies may try to charge for retrieval, but the law only permits charging the cost of copying.
  • "If the NOBO list cost them five or six thousand bucks, they really can't charge you the cost of obtaining it." (Mike, 09:53)

Memorable Moment:

• “Only Mike Levin would say a NOBO list is fun reading.” (Matt, 10:50)

2. Activist Involvement at Berkshire Hathaway and Howard Hughes

[10:50–18:54]

• Why Berkshire Hathaway is (Usually) Insulated from Activist Campaigns:
  • Classic activist target traits: conglomerate, cash-rich, mixed-performing businesses.
  • Two main shields:
    1. Patient Investor Base: "It's characterized by just the most patient investors in the world." (Mike, 12:03)
    2. Insider Control: "An activist project would run up against that insider control and obviously kind of fail." (Mike, 12:16)
    3. Warren Buffett's Reputation: "There's enough ... in Buffett's hands that most activism will likely fail." (Mike, 18:02)
  • But: Massive cash reserves and management change (Greg Abel as new CEO) might increase pressure over time.
  • "At some point, I gotta think that the pressure on the company to do something with this cash is going to start to build up." (Mike, 14:14)
• Howard Hughes Holdings & Bill Ackman:
  • Ackman controls almost 50% of voting shares—unlikely a target unless disaster strikes.
  • The company is widely viewed as Ackman’s ‘vehicle for ... potential activism at some point.’ (Mike, 16:15)
  • Potential for adversarial activism if someone opposes Ackman personally.
  • "Someone may decide to go after Howard Hughes for like non-financial reasons basically to stick it to Ackman, just to make life hard for him." (Mike, 17:08)
• Cult of Personality as an Activist Deterrent:
  • Tesla and Berkshire comparisons: personality-driven leadership and insider voting control protect against activism.
  • "Tesla seems like more of an activist play. And yet the cult of personality and ... insider control again." (Matt, 17:28; Mike echoes agreement)

3. Can an Activist Handle EDGAR Filings Themselves?

[19:35–26:45]

• DIY vs. Law Firm:
  • Routine filings (13D/13G, Forms 3/4, DFAN14A) are technically doable by investors themselves.
  • "You absolutely can do some of it yourself. There's no reason not to." (Mike, 19:58)
  • Proxy fights or more complex legal filings benefit from at least legal review.
  • SEC system (“EDGAR Filer Management”) is reasonably accessible with paperwork and an account—“takes a little bit of practice, but it's totally doable.”
• Use Cases:
  • 13D (“activist intent over 5%”) and 13G (over 5% without activist intent) filings are straightforward, with standard forms and templates available.
  • "The most straightforward actually are 13D filings ... You can write all that yourself." (Mike, 21:42)
  • Proxy material supplements (DFAN14A) require more creative formatting but are feasible individually.
• AI in Drafting Filings:
  • Generative AI tools (e.g., ChatGPT) are risky—drafts may lack accurate citations, causing trouble with SEC requirements.
  • "There are people who have ... used other AI engines to draft SEC filings and gotten totally wrecked. The citations are wrong, stuff's off." (Mike, 25:39)
  • Still prudent to consult a lawyer for complex items.
• Key Caution:
  • "As soon as it starts getting a little more complicated about what needs to go into a proxy filing or whether you need to file a 13, you might want to call a securities attorney to get a little input on that." (Mike, 25:10)

4. What Exactly Does a Proxy Solicitor Do for Activists and Companies?

[27:09–34:52]

• Proxy Solicitor's Core Functions:
  1. Shareholder Intelligence:
     • Knows who the key institutional shareholders are, contact points, and past voting behavior.
     • "A good proxy solicitor really understands that whole landscape of which shareholders are thinking in what ways." (Mike, 27:42)
  2. Planning and Strategy:
     • Helps map out who to target, the best outreach approach, and anticipate voting policies.
     • "They will also be up to speed about shareholder voting policies. ...you could rely on a proxy solicitor that's kind of already interpreted all that for you." (Mike, 27:54)
  3. Proxy Collection and Vote Tabulation:
     • Manages logistics and administrative complexities (Broadridge, Mediant), chases votes, runs call centers, brings proxies to shareholder meetings.
     • "Trying to actually collect and understand all the systems ... takes a lot of doing." (Mike, 28:50)
• Additional Value:
  • Early engagement for strategy development, and routine surveillance for companies.
  • Specialists for activists include InvestorCom, Okapi Partners, Saratoga, and Georgeson.
• Quote:
  • "Having a solicitor that really understands kind of what's driving an activist and ... is willing to be a little flexible like in charging fees that often, that often helps me at least." (Mike, 34:18)

Memorable Banter:

• "They sound like matchmakers... they are like telling you ... you guys should just get together and hang out." (Matt, 33:01)
• "Only once every 2, 3 years needs to go reach out to shareholders. So they really bring that kind of experience and that knowledge of what will resonate." (Mike, 33:14)

Notable Quotes & Moments

• NOBO Lists:
  • "It's really interesting to kind of look at and say, oh, that guy's a shareholder. Oh my god, I thought he sold his shares or the CEO owns that many shares or whatever." (Mike, 10:46)
• Cult of Personality in Activism Resistance:
  • "I've always kind of wondered what insulates Berkshire from activist pressure other than the cult of personality." (Mike, 17:13)
• DIY SEC Filing Warning:
  • "Using AI to do this stuff is a little risky. So I might ask it for input to parts of it, but I wouldn't ask it to write this stuff." (Mike, 26:04)
• Proxy Solicitors as Connectors:
  • "They're like matchmakers.... You guys should just get together and hang out." (Matt, 33:03)

Timestamps for Important Segments

• 00:04–01:50: Introduction and format overview
• 02:11: Listener Michael asks about NOBO lists
• 10:50: Listener Carl asks about activist conditions at Berkshire Hathaway and Howard Hughes
• 19:35: Listener Rebecca asks about DIY EDGAR filings
• 27:09: Listener Matt asks about the purpose and role of proxy solicitors
• 34:52–35:13: How to submit future mailbag questions

Conclusion

This engaging episode delivers clear, practical insights into key mechanics and underpinnings that drive activist campaigns and investor engagement. From the technicalities of shareholder identities and legal filings to the strategic roles of proxy solicitors and the psychological factors defending high-profile companies from activism, Mike and Matt demystify the processes with humor and real-life examples. A must-listen for anyone interested in activist investing or securities law.

Submit additional questions to: shareholderprimacy@freefloatllc.com