Hot Topics from Berkeley Law Conference, While SEC Tightens Up 13D Rules 

Some GPPers decamped to the West Coast for the 8th Annual Berkeley Law Conference, and the war and atrocities in Israel weighed on the minds of dealmakers. 

Overall, panelists didn’t expect a meaningful uptick in M&A and capital markets activity until the second half of next year. Davis Polk partner Emily Roberts noted that M&A and IPO investors are still being careful rather than exuberant, and “regulatory headwinds are intense, for tech companies especially.” Gibson Dunn partner Ed Batts echoed that sentiment, commenting that dealmaking can happen but “the issue is, can you get it past regulators, both on antitrust and on foreign investment.”

Other hot topics included the surge in corporate cases for Delaware Court of Chancery, as noted in a panel by Chancellor Kathaleen McCormick, in addition to navigating critical issues with Boards and the future of ESG disclosure. In a “Beyond ESG” discussion about corporate commitments to environmental and social benchmarks, Steve Lipin called for fewer acronyms and streamlined metrics, and that he is “bullish on what the spirit of these phrases mean, it’s how we get there” that corporations are navigating.  

No conference in 2023 could be complete without robust discussions about AI and its impact on dealmaking. Senior attorneys can breathe a sigh of relief, as there was broad consensus that there will always be a role for deep experience and partner counsel; but AI experts, including OpenAI’s General Counsel Che Chang, agreed that the jobs with which junior associates are often tasked will likely be replaced by artificial intelligence – and soon.

In closing, when asked about the role of activists in modern shareholder engagement, PJT Partners’ Ivan Brockman noted that, compared to 15 or 20 years ago, activists are “much more respected from a Board level and…[activism] is on the agenda of all Boards and has to be discussed proactively, and I think that’s a good thing.”

David Marcus, from The Deal, finished the conference by doing a live podcast of his Drinks with the Deal and interviewed Trâm Phi, SVP and General Counsel at Databricks.

On Wednesday, the SEC announced the adoption of much scrutinized amendments to the Securities Exchange Act of 1934 that will amend beneficial ownership reporting, notably shortening filing deadlines, clarifying derivative securities disclosures, and mandating filings in a structured, machine-readable data format. Notably, under these new rules, the initial filing deadline for Schedule 13D will shift from ten days to five business days and amendments to Schedule 13D will need be filed within two business days.

We at GPP share the sadness and tragedy over the past week in Israel and mourn the lives lost, pray for healing for those injured, and are thinking of friends, family, clients and journalists in Israel.

Have a great weekend, 

GPP Team 


The Deal: Fintechs May Accelerate Retail Proxy Voting

Jean Haggerty highlights the growing influence of retail investors in proxy contests, with platforms like Troop, the “shareholder activism app," facilitating participation in “trending” campaigns. Read more

The Wall Street Journal: Nelson Peltz Boosts Disney Stake, Seeks Board Seats

Lauren Thomas and Robbie Whelan broke the news that activist investor Nelson Peltz, through his Trian Fund Management, is amplifying his stake in Disney and is set to push for multiple board seats. Read More


The Columbia Law School Blue Sky Blog: A New Call to Shape and Adapt Boardroom Culture

Michael Peregrine, partner at McDermott Will & Emery LLP, discusses the National Association of Corporate Directors' report on the significance of boardroom culture, offering detailed recommendations to help boards reconcile healthy debate with the imperative to stand unified on key issues. Read more

Harvard Law School Forum on Corporate Governance: State of Cyber Awareness in the Boardroom

Sarah Kuranda Vallone of NightDragon, a venture capital firm focused on cybersecurity, and Edna Twumwaa Frimpong of Diligent Institute, address the urgent need for enhanced cyber awareness in boardrooms by emphasizing the importance of cybersecurity in corporate governance. Read more

PwC: 2023 Annual Corporate Directors Survey

Consulting firm PwC released their Annual Corporate Directors Survey that highlights the ongoing challenges faced by corporate boards today and how, in a time of change for corporations, boards have the opportunity to lead from the front. Read more

M&A & IPOs

Knowledge at Wharton: How to Get Mergers and Acquisitions Right

Shankar Parameshwaran spoke with Wharton Professor Emilie Feldman to discuss the complexities and challenges of mergers and acquisitions in the current market environment and why M&A typically fails. Read More

The Wall Street Journal: Exxon to Buy Pioneer in $60 Billion Deal to Create Shale Giant

Exxon Mobil has agreed to acquire Pioneer Natural Resources in a deal valued at nearly $60 billion, as reported by Collin Eaton and Benoît Morenne. The deal marks the most significant oil and gas transaction in two decades and solidifies Exxon's position as a dominant player in the U.S. fracking industry. Read More

CNBC: Birkenstock prices IPO at $46 per share, toward midpoint of stated range

Birkenstock priced its IPO at $46 per share, valuing the company at around $8.64 billion, reports Leslie Picker and Gabrielle Fonrouge. Shares closed lower in the first full day of trading, hinting that the IPO market still has some thawing to do. Read More

The Wall Street Journal: Bristol Myers Squibb to Acquire Mirati Therapeutics in Deal Worth Up to $5.8 Billion

Pharmaceutical giant Bristol Myers Squibb announced its plans to acquire oncology developer Mirati Therapeutics in a deal valued at up to $5.8 billion, wrote Stuart Condie. Read More


Bloomberg: Microsoft’s Tweaks to $69 Billion Activision Deal Avoid EU Probe

Samuel Stolton reports that the European Commission will not carry out another probe into the pending Microsoft Activision deal, paving the way for the transaction’s approval in Europe as the companies face a legal challenge in the U.S. from the FTC. Read More


Dealbook: Anti-E.S.G. Sweeping Down the Plain

Dealbook outlined the growing resistance to ESG in state houses across the country, highlighting recent developments in Oklahoma where lawmakers are revisiting a 2022 law that distances the state from financial entities viewed as unsupportive to energy firms. Read More


Now that it is (and finally feels) like Fall in New York, there is no better time to get out and explore all the city has to offer before the weather takes a frigid turn. This weekend, consider stopping by the 61st Annual New York Film Festival for your last chance to view screenings as the festival enters its final weekend. Screenings are happening at Lincoln Center and theaters in all five boroughs including at Alamo Drafthouse Cinema (Staten Island), the Brooklyn Academy of Music, the Bronx Museum of the Arts, Maysles Documentary Center in Harlem, and the Museum of the Moving Image (Queens).


Follow up the flick with a trick...or treat... at The Oculus. Halloween House is taking over the transportation and shopping hub downtown with “immersive, intricately designed themed rooms: a Glow in the Dark space, a mysterious Vampires' Lair, a Horror Movie Graveyard and an indoor pumpkin patch, among others.” Not to worry, it's family-friendly and welcomes visitors of all ages. “Our goal is to provide you with an amazing and memorable Halloween season experience, not to make you nervous or put you on edge,” reads the website. 


  • Tim Wentworth has been named Chief Executive Officer of Walgreens Boots Alliance. Read More
  • Taneth Evans has been named Associate Editor at The Wall Street Journal. Read more
  • Jyoti Mann has shifted from business news to the tech beat at Insider. Read More
  • Bloomberg has appointed Brandon Sapienza deputy team leader for breaking news. Read More
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