#USA #Chicago #180 Degree Capital #Marlton Partners #Demanding Shareholders

Marlton Partners Advocates for Action at 180 Degree Capital Corp.

In a significant move for corporate governance, Marlton Partners L.P., in coordination with ATG Fund II LLC and other shareholders, has issued a demand for 180 Degree Capital Corp. (NASDAQ: TURN) to convene a special meeting to elect a new board of directors. Citing ongoing mismanagement and a blatant disregard for shareholder rights, the coalition of shareholders, collectively owning more than 10% of TURN's outstanding stock, believes this action is vital for future stability and success.

Background of the Demand

The demand from Marlton and its partners stems from a series of failures by TURN’s Board of Directors. Firstly, the absence of the 2025 Annual General Meeting (AGM) raises concerns about the Board's commitment to transparency and accountability. Shareholders have not been provided an opportunity to vote on board composition or significant proposals, which fundamentally undermines their rights.

Compounding this issue is the inadequate progress following the announcement of a proposed sale to Mount Logan Capital Inc. — a venture that has incurred costs ranging between $6 to $7 million but has yet to yield favorable results. The financial health of the company is further jeopardized by a noted decrease in Net Asset Value (NAV), which dropped by 4.7% as of the first quarter of 2025, without subsequent updates or financial disclosures from the Board. This lack of communication and transparency has left shareholders in the dark about the company's performance and strategic direction.

Shareholder Rights and Transparency

James Elbaor, the Managing Partner at Marlton Partners, expressed grave concerns over the duration since the last shareholder meeting, stating, "It has now been more than 14 months since TURN's last annual meeting on April 15, 2024. The absence of a scheduled 2025 AGM is unacceptable for shareholders who deserve the opportunity to influence the company's trajectory."

The rights of shareholders to challenge management and influence decisions are critical in corporate governance. Marlton’s demand highlights a broader issue where management may prioritize personal interests over the shareholder benefits, an often-cited risk in public companies. The lack of regular updates on financial performance and failure to hold critical earnings calls exacerbate suspicions regarding management’s stewardship of company resources.

Objectives of the Special Meeting

The purpose of the proposed special meeting is to allow shareholders to elect a new board that is committed to transparency and aligned with shareholder interests. By insisting on a special meeting, Marlton aims to reinstate essential governance practices that have been sidelined. Engaging shareholders in meaningful dialogues about their investments is not just a formality; it’s a vital process that fosters trust and encourages collective participation in the company’s future.

Furthermore, the coalition asserts that by reinstating board accountability, they can help refocus TURN on strategies that genuinely create shareholder value rather than maintaining a status quo that favors entrenched interests.

The Path Forward

Marlton Partners remains open to constructive discussions with the management of 180 Degree Capital Corp. The firm believes that the special meeting is a crucial step towards restoring basic shareholder rights and fostering a culture of accountability — something that will ultimately benefit all stakeholders involved.

In conclusion, the demand from Marlton Partners and its fellow shareholders signifies a pivotal moment in advocating for corporate governance reforms within 180 Degree Capital Corp. As they push for a meeting and rally shareholder support, the actions taken in the coming weeks could redefine the governance landscape of the company while ensuring accountability at the highest levels. In an environment where shareholder activism is on the rise, MARLTON’s approach could serve as a blueprint for other investors facing similar challenges within their respective portfolios.