Starboard Value, an activist fund led by Jeff Smith, has recently acquired a significant stake in graphics-design firm Autodesk, reportedly valued at around $500 million. The fund has engaged in discussions with Autodesk’s board regarding several serious concerns related to the company’s disclosures concerning an internal investigation that resulted in the removal of its chief financial officer. Starboard, known for its investment activities in the technology sector, is particularly troubled by the timing of Autodesk’s disclosure of the internal investigation findings, which exposed instances where executives misrepresented free cash flow metrics and operating margins to investors.

The internal investigation conducted by Autodesk discovered that executives had manipulated reporting related to the company’s contract billing structure, particularly in the transition from annualized payments to upfront payments. This manipulation was aimed at enhancing the company’s free cash flow metrics and operating margins. Despite commencing the investigation nearly a month prior, Autodesk only disclosed its initiation in April and subsequently informed the Securities and Exchange Commission. Following this revelation, Autodesk’s shares plummeted by 20%, causing its market capitalization to dip below $50 billion. The delayed disclosure of the investigation after the director nomination deadline has raised suspicions within Starboard that Autodesk’s board intentionally withheld information from shareholders to limit their influence ahead of the annual meeting.

In response to the concerns raised by Starboard, the fund is contemplating legal action in the Delaware Chancery court to compel Autodesk to reopen its nominating window and postpone the annual meeting, currently scheduled for July 16. Starboard believes that such actions are necessary to ensure shareholders have adequate opportunities to participate in the company’s governance and decision-making processes. Additionally, the fund is advocating for improved margin performance and enhanced investor communications to bolster Autodesk’s stock performance and overall financial stability.

Autodesk has a history of facing activist pressure, having previously reached settlements with activist investors from Sachem Head Capital Management and Eminence Capital in 2016 to prevent a proxy contest. Moreover, the company disclosed earlier this year that it is under investigation by the Justice Department and SEC, indicating potential regulatory challenges in addition to activist interventions.

Starboard Value’s stake in Autodesk and the subsequent concerns raised over the company’s disclosures and internal investigation highlight the complexities of shareholder activism in the technology sector. The fund’s advocacy for greater transparency, improved governance practices, and shareholder participation underscores the evolving dynamics of corporate governance and investor relations in the increasingly competitive tech industry. As Autodesk navigates these challenges, its ability to address activist demands and regulatory inquiries will be critical in determining its long-term financial performance and stakeholder value.


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