As 2023 Begins with a Burst of Barbaric Behavior, GPP Gets Help from ChatGPT to Write Our Newsletter 

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 


The Yale Law Journal: Barbarians Inside the Gates: Raiders, Activists, and the Risk of Mistargeting 

Zohar Goshen and Reilly S. Steel argue that while activist investors are thought to “fix” companies and corporate raiders “break” them, activist funds are just as likely to negatively impact companies as their explicitly destructive raider counterparts. Read More  

The New York Times: Disney Pushes Back Against Activist Investor’s Quest for Board Seat 

Nelson Peltz’s push for a seat on Disney’s board has been officially rebuked by the company, setting the stage for a proxy fight, report Lauren Hirsch and Brooks Barnes. Read More

Financial Times: Activist Investor Jeff Ubben Urges Bayer to Look for External CEO 

Patrick Temple-West, Ortenca Aliaj and Olaf Storbeck report that Inclusive Capital has taken a stake in Bayer, calling for an immediate CEO transition. The German conglomerate has seen persistent shareholder discontent and overarching instability since its fateful takeover of Monsanto in 2016. Read More 

Simpson Thacher: Global Merger Regulation: 10 Key Themes for 2022/2023 

The report outlines the increased regulatory scrutiny that the M&A market has faced over the last year, and what to expect in the coming months. Read More 

Axios: The FTC's Noncompete Ban Would Change M&A 

Dan Primack reports on the FTC’s proposed ban of noncompete agreements, a development that would spell significant ramifications for M&A, as many deals are predicated upon the notion that acquired talent is, at least in the immediate, there to stay. Read More


The Washington Post: SEC Charges McDonald’s Ex-CEO with Misrepresenting His 2019 Firing 

The SEC has sued Steve Easterbrook, the former CEO of McDonald’s, over conduct they claim intentionally deceived shareholders around his termination. The SEC, reports Tory Newmyer, also charged McDonalds for the disclosure failure but opted against a financial penalty in light of their cooperation. Read More

Term Sheet: The 2023 IPO market: What to Expect When You’re Not Expecting 

Jessica Mathews discusses the market conditions which favor IPOs and engages with industry experts to explore when they think conditions will support the reemergence of public offerings. Read More 

Semafor: Microsoft Eyes $10 billion Bet on ChatGPT 

Liz Hoffman and Reed Albergotti report on Microsoft’s potential investment in OpenAI, the company behind the popular chatbot software ChatGPT, and outline the arrangement’s unique deal structure. Read More 

The Wall Street Journal: C.H. Robinson Reaches Standstill Agreement with Activist Investor 

Paul Berger reports on the renewed deal between C.H. Robinson and activist investor Ancora Advisors, which preserves two board seats for senior employees of Ancora under the condition that the fund will not “disparage” or launch a formal campaign against the logistics giant. Read More  


Bloomberg: Companies Face Rising Pressure to Offer ESG Retirement Options 

Zahra Hirji reports on a new Department of Labor Rule that is likely to expand the number of businesses whose retirement plans include sustainable funds in their retirement portfolios. Read More  

Sullivan & Cromwell: EU Finalizes ESG Reporting Rules with International Impacts 

S&C outlines the EU’s newly adopted Corporate Sustainability Reporting Directive, a measure which increases ESG-related reporting requirements for companies who have substantial operations or connections to the EU. Read More

Barron’s: ‘Woke Inc.’ Author Launches Proxy Voting Service to Shake Up Status Quo 

Lauren Foster reports on Strive Asset Management’s newly launched proxy advisory firm. Read More


With markets closed on Monday to honor the life of Dr. Martin Luther King Jr., check out these NYC events that offer unique opportunities to further celebrate his teachings and legacy. 



Final thoughts from our new pal, ChatGPP. We asked: “Please write me a summary of a few fun things to do in NYC this weekend.”  


This weekend in New York City, there are a variety of fun activities to enjoy. The Winter Jazzfest is happening, featuring a line-up of talented jazz musicians. For art lovers, The Metropolitan Museum of Art is showcasing a variety of exhibitions. For comedy enthusiasts, the Comedy Cellar and the Upright Citizens Brigade Theatre are offering stand-up performances. And for those looking to enjoy the outdoors, Central Park offers a beautiful and scenic spot for a walk or a picnic. Whatever your interests, there's something for everyone to enjoy in New York City this weekend. 


Not bad…for a robot. 


  • Sebastien de La Riviere is leaving Elliot Asset Management. Read More 


  • Amidst significant leadership restructuring, LVMH has tapped Pietro Beccari to lead Louis Vuitton, and Delphine Arnault to helm Christian Dior. Read More  


  • Jonathan Pruzan, current COO of Morgan Stanley and high-level candidate for the firm’s CEO position, is leaving the bank. Read More  


  • After joining in 2019 and leading the company through the COVID-19 pandemic, CEO Heyward Donigan is set to step down from her post at Rite Aid. Read More  


  • Pamela Barbaglia has joined Reuters’ Breakingviews focusing on M&A, private equity and capital markets as a columnist. Read More 
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