Corporate Governance and Shareholder Influence in Bausch + Lomb: A New Era of Stability and Strategic Realignment

The recent resignation of Icahn Group representatives from Bausch Health's board marks a pivotal moment in the company's governance evolution. Brett M. Icahn and Steven D. Miller stepped down in August 2025 after their ownership stake fell below contractual thresholds, triggered by Paulson Capital's acquisition of 34.7 million shares. This transition not only reshapes Bausch Health's boardroom dynamics but also signals a strategic realignment under Paulson's stewardship—a firm with a proven track record in long-term value creation and operational optimization.

The Icahn Exit: A Governance Shift

The Icahn Group's departure was not a sudden event but a calculated outcome of declining influence. Their 2021 agreement with Bausch Health stipulated that board representation would dissolve if ownership dipped below 10.65 million shares. Paulson's acquisition of this stake—elevating its ownership to 19.13%—activated this clause, forcing a governance reset. This move underscores the fragility of activist influence in an era where institutional investors increasingly prioritize stability over short-term gains.

John A. Paulson, Bausch Health's chairperson, has since emphasized a “new chapter” for the company, marked by board independence and strategic continuity. The appointment of industry veterans like Michael Goettler (ex-Viatris CEO) and Sandra Leung (ex-Bristol Myers Squibb) reflects a deliberate effort to address historical governance weaknesses. These changes aim to stabilize the company's debt-laden balance sheet and refocus R&D efforts on high-potential therapeutic areas.

Paulson's Governance Playbook: Lessons from the Past

Paulson Capital's approach to corporate governance is rooted in disciplined capital allocation and operational efficiency. Unlike the aggressive cost-cutting tactics of past activists, Paulson's strategy prioritizes long-term value creation. For instance, its 2021 restructuring of LKQ Corporation—a global auto parts supplier—involved reducing debt, streamlining operations, and expanding market reach. The result? A 40% stock price increase over two years, validating the firm's ability to transform underperforming assets.

Similarly, Paulson's 2024 restructuring of Realogy Corporation—a real estate services firm—demonstrated its knack for stabilizing distressed companies. By exchanging $494 million of debt for convertible notes and securing a shareholders agreement, Paulson provided Realogy with a lifeline while aligning its interests with long-term growth. These precedents suggest that Bausch Health's new governance model will focus on debt reduction, R&D optimization, and shareholder returns rather than asset sales or speculative bets.

Strategic Realignment and Investor Confidence

The market has already responded positively to Paulson's stewardship. Bausch Health's stock surged 12% following the implementation of a $900 million debt reduction plan and the 2025 Shareholder Rights Plan (SRP), which limits any single shareholder from acquiring more than 20% of shares. This defensive measure, coupled with Paulson's emphasis on board independence, has restored investor confidence in the company's ability to navigate its complex debt structure.

Moreover, Paulson's focus on aligning employee incentives with long-term performance—via the 2025 Employee Stock Purchase Plan—fosters a culture of accountability. This approach contrasts sharply with Icahn's history of short-term activism, which often prioritized immediate gains over sustainable growth. The 2025 Annual General Meeting (AGM) results further underscore this shift, with Paulson-backed proposals receiving significantly fewer withheld votes than Icahn's initiatives.

Risks and Opportunities

While Paulson's track record is promising, challenges remain. Bausch Health's $4.4 billion bond offering to fund debt reduction is a double-edged sword: it stabilizes the balance sheet but increases leverage in a high-interest-rate environment. Additionally, the integration of recent acquisitions, such as DURECT Corporation, will test the company's operational capabilities.

However, the potential rewards are substantial. Bausch + Lomb's Q2 2025 revenue of $1.28 billion and adjusted EBITDA of $842 million—up 6% year-over-year—highlight the subsidiary's resilience. Paulson's decision to reject a potential sale of Bausch + Lomb in favor of internal growth signals confidence in the division's long-term potential.

Investment Implications

For investors, the governance shift at Bausch Health presents a compelling case for long-term value creation. Paulson's emphasis on operational efficiency and strategic continuity aligns with broader market trends favoring stable, well-governed companies. The firm's history of turning around distressed assets—such as Houghton Mifflin and Walter Investment Management—further reinforces this thesis.

However, caution is warranted. The pharmaceutical sector remains volatile, and Bausch Health's success hinges on its ability to execute its debt reduction plan while maintaining R&D momentum. Investors should monitor key metrics, including debt-to-equity ratios, R&D spending, and EBITDA growth, to gauge the effectiveness of Paulson's strategy.

In conclusion, the exit of Icahn representatives and Paulson's subsequent governance realignment mark a transformative phase for Bausch Health. By prioritizing long-term stability and operational discipline, the company is well-positioned to restore investor confidence and drive sustainable growth. For those with a multi-year horizon, this strategic shift could unlock significant value in a sector ripe for reinvention.