While still in the crosshairs of multiple activist investors, Salesforce came up big after announcing better-than-expected quarterly earnings. The company delivered across key metrics and disbanded its M&A committee to form a business transformation committee focused on “improving profitability.” Elliott Management, which has a multibillion-dollar stake in the company, released a statement acknowledging the results but noted that significant work remains. Earlier in the day, CNBC’s David Faber reported that Elliott nominated a slate of directors to Salesforce’s board that likely includes Elliott Managing Partner Jesse Cohn.

Yale School of Management’s Jeff Sonnenfeld suggests Benioff would do well to follow Bob Iger’s playbook in Disney’s successful defense against Trian by presenting a compelling plan and refusing to "concede to false narratives.” He even presented data revealing that four of the activist funds piled into Salesforce have “dramatically underperformed” compared to major stock indices and shouldn't be so quick to criticize Salesforce’s track record.

Outside of the Salesforce Tower, activists have also been busy pressuring the likes of Union Pacific, Bayer and Bath & Body Works. In a win for Soroban Capital Partners, which has publicly urged railroader Union Pacific for management changes due to underperformance, the company announced plans to replace CEO Lance Fritz. Over in Germany, Bayer invited activist Jeff Ubben to join the company’s sustainability advisory group, while Bloomberg’s Crystal Tse discussed the brewing proxy fight at Bath & Body Works after the company accused Dan Loeb of pursuing the “singular” demand of replacing a director he recommended with Third Point’s choice, former Third Point co-chief investment officer Munib Islam.

Have a great weekend,

GPP Team

CNBC: Activist Investor Elliott Nominates Slate of Directors to Salesforce Board, Sources Say

David Faber and Ashley Capoot report that Elliott Management submitted two-to-three nominees to Salesforce’s board of directors ahead of the tech company's quarterly earnings call. Read More

Fortune: Activists Should Sail Away from Their Doomed Attack on Benioff’s Salesforce

According to Yale Professor Jeffrey Sonnenfeld and Steven Tian, director of research at Yale’s Chief Executive Leadership Institute, the activists at Salesforce should quit while they’re ahead. They write that the company has outperformed the investments of all the activist funds involved under Benioff. Read More

The Wall Street Journal: Union Pacific Plans to Name New CEO This Year

Juliet Chung and Lauren Thomas report that Union Pacific will select a new CEO this year after the hedge fund Soroban Capital Partners published a letter criticizing the railroad company’s operating numbers and stock performance. Read More

Financial Times: Bayer Embraces Activist Ubben with Place on Its Sustainability Council

Activist investor Jeff Ubben will join Bayer’s independent sustainability council, write Hannah Kuchler and Olaf Storbeck. Read More

Bloomberg: Bath & Body Works Says Loeb Tried to Oust Director He Recommended

Crystal Tse reports on the brewing proxy fight between Bath & Body Works and Dan Loeb's Third Point as the retailer sent a fight letter to investors criticizing the qualifications for Loeb's nominee to Bath & Body Work's board. Read More

CLS Blue Sky Blog: Why the Poison Pill Is Still Relevant After All These Years – Even in Japan

Curtis J. Milhaupt and Zenichi Shishido examine how the poison pill—the famed tactic used by companies to defend against activist investors and hostile takeover attempts—has taken on different roles in the US and Japan. Read More

Harvard Law School Forum on Corporate Governance: The Universal Proxy: An Early Look

Keir Gumbs, Chief Legal Officer at Broadridge, offers insight into the early implementation of the universal proxy. Read More

Berkshire Hathaway: 2022 Annual Shareholder Letter

Berkshire Hathaway CEO Warren Buffet released his annual shareholder letter, which covered a broad array of topics from his firm's performance, the global economy and his opinion on share buybacks benefiting shareholders. Read More

Skadden’s The Informed Board: Winter 2023

Skadden, Arps, Slate, Meagher & Flom LLP published their Winter 2023 Informed Board insights featuring a collection of pieces on key issues for directors such as rising popularity of corporate spinoffs and activism in Europe and the impact of new universal proxy, regulatory, and sustainability rules. Read More

The Wall Street Journal: Pfizer in Talks to Acquire Seagen in Deal Likely Valued at More Than $30 Billion

Jared S. Hopkins and Jonathan D. Rockoff report that Pfizer is negotiating to acquire the biotech company Seagen, but that any potential deal will likely face significant antitrust and regulatory hurdles before approval. Read More

Bloomberg Businessweek: The SPAC Fad Is Ending in a Pile of Bankruptcies and Fire Sales

Bailey Lipschultz and Jeremy Hill detail the pandemic-era boom and ongoing decline of the SPAC market, chronicling the disappointing performance of companies that went public using the unconventional vehicles. Read More

ANTITRUST

The Deal: FTC Seeks to Expand Merger Review Windows

In their latest move to increase regulatory reach, David Hatch reports on the FTC’s proposed expansion of the merger review window for additional time to scrutinize deals. Read More

Semafor: Washington Spoils Wall Street’s Deal Party

Liz Hoffman examines how the strict regulatory environment imposed by the FTC has created "a deep freeze" for deals, especially in the tech and healthcare space. Read More

ESG

Wall Street Journal: Conservatives Have a New Rallying Cry: Down With ESG

Julie Bykowicz and Angel Au-Yeung chronicle the fundraising efforts by conservative groups and politicians to support anti-ESG activities and push back against ESG-conscious asset managers like BlackRock. Read More

Sullivan & Cromwell: ESG Monthly Newsletter

The latest edition of the Sullivan & Cromwell monthly ESG newsletter outlines upcoming initiatives ranging from updated ISSB disclosure standards, the impact of new European Commission sustainability proposals, and the impact of universal proxy on ESG-related voting issues. Read More

FROM OUR DESK TO YOURS

To kick off Women’s History Month, one leadership book we wanted to spotlight is CNBC Anchor Julia Boorstin’s “When Women Lead.” Boorstin takes a close look at the qualities that have helped over 60 female CEOs and leaders succeed and the lessons we can take from them, while also highlighting recent research and original reporting from interviews with top women in business. The book garnered a lot of attention in the business world when it was first released last October but should definitely be added to your list this month!  

Spotlighting another female author, New York Times economics reporter Jeanna Smialek has a new book out about the Fed titled “Limitless.” The book offers a front row seat into the Fed’s modern-day transformation and the many forces it has had to battle in recent years, including the pandemic.

Locally, our team had a great time attending Insightia’s 2023 Proxy Season kickoff party last night. Thanks to the Insightia team for having us! 

PEOPLE MOVES

• Whitney Chatterjee will become the legal chief of Apollo after previously serving as the head of Sullivan & Cromwell’s investment management practice. Read More

• Carlyle’s private equity division CIO Peter Clare is set to retire after over thirty years of service to the firm. Read More 

• Crystal Tse will cover activism for Bloomberg after posting 6 years on the ECM team. Read More

• Dave Alves will join Kohl’s as President & Chief Operating Officer in April. Read More

• March 6, 2023: Council of Institutional Investors 2023 Spring Conference | Governance as the Linchpin: The "G" is Key – Washington, D.C.

• March 7, 2023: The Deal’s ESG & Sustainability Forum – New York, NY 

• March 16, 2023: Barron’s: ESG Investing at a Crossroads – Virtual

• March 22-24, 2023: Tulane Law School Corporate Law Institute – New Orleans 

• April 12, 2023: Semafor’s World Economy Summit – Washington, D.C.