As a battle bubbles in the oil patch, a storied retailer deals with an unwanted shopper.

First up, ExxonMobil, reenergized after its last proxy contest, took the unusual step of suing ESG-focused activists Arjuna Capital and Follow This to get their climate proposals off XOM’s proxy ballot. The move comes just one week after fellow oil giant Shell faced renewed calls from activist groups that want more action on the company’s energy transition strategy. Semafor’s Liz Hoffman calls the Exxon suit the end of the ESG era. Rob Cyran from Breakingviews says the move is counterproductive. Former SEC Chairman Jay Clayton, during an appearance on CNBC’s Squawk Box, suggested that Arjuna and Follow This are out of alignment with the returns-based interests of other shareholders and that Exxon is “doing the right thing.”

Over on 34th Street, Macy’s told one shopper the store is not open. Arkhouse Management and its sidekick Brigade Capital said on Thursday it is not done pursuing the retailer after Macy’s rejected the bear-hug proposal. On CNBC, Arkhouse's Gavriel Kahane defended his firm’s strategy, and the parties seem to be at loggerheads over deal financing. Axios’ Richard Collings and Kimberly Chin report that barring any olive branch from Macy’s, Arkhouse and Brigade are considering launching a hostile bid and/or a proxy contest against Macy's, setting up a potential battle that could blur the line between private equity and shareholder activism.

Don’t forget to register for Tulane Law School’s Corporate Law Institute conference on March 7-8. 



Have a great weekend, 

GPP Team 

Reuters: Activist Investor Engine Capital Asks for Refreshment of Parkland’s Board 

Canadian energy and retail company Parkland Corp. faces renewed pressures from Engine Capital following the departure of two board members after eight-month stints. Read More

CORPORATE GOVERNANCE

The Wall Street Journal: Votes for Sale! A Startup Is Letting Shareholders Sell Their Proxies

Alexander Osipovich profiles the startup Shareholder Vote Exchange, a new marketplace that allows investors to sell their proxy voting rights at companies’ annual meetings. Read More

Bloomberg: A 123-Year-Old Company Director? That’s a Red Flag for Moody’s

Giulia Morpurgo highlights new research from Moody's Analytics revealing 21 million potential "red flags" that could be used by shell companies to hide fraudulent or other criminal activities. Read More

M&A

Financial Times: Blackstone Plans Deal Spree to Pre-Empt Market Revival 

Blackstone President and COO Jon Grey revealed the private equity juggernaut’s ambitions to drive deal making while suppressed valuations are still available. Read More

Freshfields: M&A Predictions and Guidance for 2024

Ethan Klingsberg, Freshfields’ Partner and Co-Head of M&A, forecasts a surge in cross-border M&A this year, as well as an emphasis on leverage, new strategies to address regulatory hurdles, a rise in hostile takeovers and increasing activist demand for deals. Read More

ESG

The New York Times: Facing Backlash, Some Corporate Leaders Go ‘Under the Radar’ With D.E.I.

Emma Goldberg reports on how some corporate leaders are adapting their approach to DEI initiatives in the face of growing legal challenges and public backlash, with some opting for less conspicuous strategies. Read More

Ropes & Gray: ExxonMobil Suing Two ESG Investors

Ropes & Gray partners Amy Roy and Robert Skinner explore the implications of the ongoing divide between ESG investing and shareholder activism as Exxon initiated litigation seeking to exclude activists’ climate-related shareholder proposals from the company’s 2024 proxy statement. Read More

Harvard Law School Forum on Corporate Governance: Navigating ESG Fatigue in Shareholder Voting

The Conference Board's Matteo Tonello highlights takeaways from the 2023 proxy season and notes that companies should be prepared to face an increase in shareholder proposals targeting GHG emission goals. Read More

ESG

Axios: America’s IPO Window Is Reopening

Dan Primack reports on the resurgence of the IPO market, driven by a strong stock market and optimistic economic outlook, with companies like BrightSpring, CG Oncology and Amer Sports leading the way in a market that saw more than 100 companies raise $19.4 billion last year. Read More

Reuters: Amer Sports Targets Up to $8.7 bln Valuation in US IPO 

Tennis racket maker Amer Sports is aiming for a valuation of up to $8.7 billion for its IPO amid a challenging market that has seen mixed investor interest in similarly priced IPOs. Read More

The Wall Street Journal: SPAC Mania Is Dead. The SEC Wants to Keep It That Way.

SPACs are in the SEC’s crosshairs as Paul Kiernan reports on the Commission’s new rules aimed to provide investor protections and additional disclosures similar to traditional IPOs, marking a significant regulatory shift. Read More

FROM OUR DESK TO YOURS

GPP took in an amazing show on Broadway Wednesday night – “Appropriate” – at the Helen Hayes Theater. It portrays a family drama around how three adult children whose father passes away deal with finding racist documents in the patriarch’s home. Stars include Emmy Award winner Sarah Paulson, Elle Fanning, coming off the wickedly funny “The Great,” playing Catherine the Great, and Corey Stoll (“Billions”). See it before it ends.

Speaking of Broadway, not to brag, but TimeOut just did a global survey, which concluded that NYC is the “Best City in the World” for 2024. Fifteen percent of survey takers from other cities said they’d choose the Big Apple over others. New York welcomes newcomers! But if you do land in our fair city, please walk quickly on the sidewalks, no jaywalking and tip your servers and restaurant workers!

Lastly, speaking of the greatest restaurant city in the U.S., if you like seafood and clams, we just tried…The Clam. It’s in the West Village, on Hudson Street and St. Luke’s Place. Very cute and cozy, great clam chowder (not surprising) and quite a nice wine list. 

PEOPLE MOVES

• Colombian billionaire Jaime Gilinski Bacal will join the board of UK lender Metro Bank. Read More

• Former Cravath litigator Rory Leraris will join Davis Polk as partner in its New York Civil Litigation practice. Read More

• Freshfields has brought on M&A lawyer Sanjay Murti in New York. Read More

• Baker McKenzie has hired Eric Schwartzman as head of private equity in California. Eric was previously at Latham & Watkins. Read More   



• Fortune has hired Diane Brady as executive director of Fortune Live Media and editorial director of Fortune CEO Initiative. Diane was previously an assistant managing editor at Forbes. Read More

• February 8: Latham & Watkins and Georgeson: Considerations for Your Proxy Statement and Preparing for Your Annual Meeting, Virtual
• February 13: Axios BFD, Miami
• February 29 – March 1: The Conference Board Corporate Communications Conference: Getting the Job Done, New York City
• March 7-8: 36th Annual Corporate Law Institute at Tulane University Law School, New Orleans