Starboard Value, led by Jeff Smith, recently acquired a significant stake in graphics-design firm Autodesk. The activist fund is valued at around $500 million and has expressed serious concerns regarding the company’s disclosures in the aftermath of an internal investigation which led to the removal of its chief financial officer. Starboard’s focus on the technology sector makes their involvement in Autodesk particularly notable.

One of the main concerns raised by Starboard Value is the timing of Autodesk’s disclosure of an internal investigation, which revealed that company executives had misled investors regarding free cash flow metrics and operating margins. The investigation highlighted that executives had manipulated reporting related to the company’s contract billing structure to improve these metrics. This resulted in the ouster of Autodesk’s CFO and a subsequent 20% decline in the company’s shares.

Autodesk’s delayed disclosure of the internal investigation raised questions about the board’s transparency and accountability to shareholders. The timing of the disclosure, just after the director nomination deadline, has led to suspicions that Autodesk deliberately chose not to inform shareholders ahead of its annual meeting. This strategy could potentially restrict shareholders from nominating their own candidates in a contested fight, further complicating the situation.

In response to the issues raised, Starboard Value is contemplating legal action in Delaware Chancery court to compel the reopening of Autodesk’s nominating window and delay the annual meeting. Additionally, the activist fund believes that Autodesk has the potential to drive actual margin improvement and enhance investor communications to boost the company’s stock performance. Starboard’s track record with other technology companies further underscores their credibility in this matter.

Autodesk has faced activist scrutiny in the past, settling with two activist investors in 2016 to avoid a proxy contest. The company has also disclosed ongoing investigations by the Justice Department and the SEC earlier this year, adding to the regulatory challenges it faces. Starboard Value’s interest in addressing these issues reflects the broader concerns within the investor community about Autodesk’s governance and financial transparency.

Overall, Starboard Value’s involvement in Autodesk highlights the importance of rigorous oversight and accountability in corporate governance. The concerns raised by the activist fund underscore the need for transparency, timely disclosure, and proactive communication with shareholders to maintain investor confidence and drive long-term value creation. Autodesk’s response to these challenges will be closely watched as it navigates the complexity of activist engagement and regulatory scrutiny in the coming months.



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