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Like many others, our team has been fascinated by the chatbot ChatGPT, which is exploding and causing major headaches in academia. We here at GPP gave ChatGPT a spin to bring you insights from a new Yale Law Journal article on activism called Barbarians Inside the Gates by @Zohar Goshen and Reilly S. Steel. With the deepest respect to the authors, we present to you an abstract of the piece by ChatGPP:
"Barbarians Inside the Gates" is a legal analysis of the role of activist investors in corporate governance. The author argues that while activist investors are often seen as promoting good corporate governance, they can also have negative effects on companies and their shareholders. The article examines the tactics used by activists, including short-term thinking, pressure on management to make quick decisions, and a focus on financial engineering rather than long-term growth. Overall, the article presents a nuanced view of the role of activists in corporate governance and highlights the need to consider both the potential benefits and drawbacks of their actions."
Speaking of Barbarians, Disney preempted octogenarian raider Nelson Peltz by disclosing that NIKE Executive Chairman and Disney Board member Mark Parker will serve as the next Chairman and lead a new CEO succession planning committee, and announced its opposition to Peltz’s nomination before Peltz was able to go public. Peltz’s announcement was two hours later.
Pharmaceutical giant Bayer is reaching for two aspirins after a deuce of activist investors went public. On Monday, former ValueAct Chief Jeff Ubben of now ESG-ish Inclusive Capital called on Bayer to elect a new CEO – one outside of the company. Ubben also suggested reevaluating Bayer’s organizational structure, which was supported by the company’s fifth largest shareholder, Harris Associates. The next day, Bluebell Capital piled on with more specific demands on the company’s structure.
Finally, another topic that is always top-of-mind at GPP: M&A. Simpson Thacher just released its report on trends in global M&A regulation for 2022 and the year ahead. The report found that the DOJ and FTC made good on promises to scrutinize a wider range of issues, however, had limited success in 2022 with only 17% of challenges favoring the antitrust agencies.
The FTC is in for more challenges in 2023 after its proposed ban on employee noncompete agreements. Axios’ Dan Primack notes if successful, the ban would result in acquirers employing new retention tools in order to keep key employees as part of the company.
Have a great weekend and enjoy Davos for those attending,
GPP Team
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