Elliott Management is back for seconds at Crown Castle with a new $2 billion stake and demands for change, according to the activist’s public letter and reporting by WSJ’s Lauren Thomas. The wireless tower owner’s original engagement with Elliott in 2020 led to a Board refreshment and a new Board retirement policy, despite the activist’s broader operational and financial demands. Elliott is now going further, calling for leadership changes in addition to a strategic and operational review of Crown Castle’s fiber business.

There appears to be no holiday hangover for Elliott, as CNBC’s David Faber broke the news that the activist is also after two Board seats at oil refiner Phillips 66. After revealing a $1 billion stake, Elliott said it wants to improve the company's performance. Phillips’ CEO Mark Lashier recently announced a turnaround plan But Elliott wants more.

Meanwhile, as we inch closer to proxy season and the new year, we are watching out for the growing number of labor-themed shareholder proposals and how activists are using “social” proposals to their advantage. According to proxy solicitor Georgeson, 172 (41%) of 2023's 421 "social" shareholder proposals could be classified as workforce-related and correspond with the uptick in labor strikes around the country. In March, a collective bargaining related proposal at Starbucks passed despite the company recommending investors vote against the measure, saying it is actively working this issue. Last week, The Strategic Organizing Center, a coalition of labor unions, nominated three director candidates to the Board, citing the current Board's approach to labor issues jeopardizes the company’s ability to fulfill its fiduciary duties to investors



Finally, Disney announced two new directors, including Morgan Stanley Chair and outgoing CEO James Gorman and responded to Peltz’s latest statement by noting that the Board is focused on driving long-term shareholder value.

Have a great weekend, 

GPP Team 

The Wall Street Journal: Elliott Renews Push for Change at Big Wireless-Tower Owner

Lauren Thomas reports that Elliott Investment Management has built a $2 billion stake in Crown Castle and is planning to launch another campaign against the wireless tower owner after the activist's previous campaign in 2022 "failed to gain traction." Read More

CNBC: Elliott Takes $1 Billion Stake in Phillips 66, Seeks Two Board Seats

David Faber reveals that Elliott Investment Management has taken a $1 billion stake in energy company Phillips 66 and is seeking as many as two Board seats. A letter from the activist investor says management has taken its “eye off the ball” and has shifted too far from the refining segment. Watch Here

CLS Blue Sky Blog: Paul Hastings Discusses Labor Unions, Social Activists, and Universal Proxy Cards

Paul Hastings’ Sean Donahue, Eduardo Gallardo and Ankush Dhupar share insights on how the rise in labor union activity, citing the Service Employees International Union (SEIU) as an example, and the implementation of university proxy will impact corporations during proxy season. Read More

CNBC: Squawk on the Street

Julia Boorstin highlights Disney’s response to Peltz emphasizing their “track record of delivering long-term value”, including $2 billion more in cost-savings than expected the appointments of James Gorman and Sir Jeremy Darroch and Ike Perlmutter’s relationship with Nelson Peltz. Boorstin reads out Disney’s comment that “this dynamic is relevant to assessing Mr. Peltz and nominees he may put forward.” Watch Here

ACTIVISM

Bloomberg TV: Japan Ahead: CLSA on Activism in Japan Market

Nicholas Smith, Japan Strategist at CLSA, joins Bloomberg's broadcast to discuss the shareholder activism landscape in Japan and why he thinks activist activity is likely to increase next year. Watch Here

The Information: Hedge Fund Anson Builds Stake in Twilio, Pushes for Sale

Maria Heeter reports that the hedge fund Anson Funds has built a stake in Twilio, joining Legion Partners as the second activist firm pressuring the communications company for changes, including a potential sale of the company or a divestiture of its data and applications business unit. Read More

CORPORATE GOVERNANCE

The Closer: The Fight to Lead Bridgewater

In the latest episode of The Closer podcast, Author Rob Copeland shares the behind-the-scenes drama of the two-decade long battle to determine Bridgewater’s next leader. Listen Here

CLS Blue Sky Blog: Will Systematic Stewardship Save the Planet?

Professor Zohar Goshen (Columbia Law School) and Assaf Hamdani (Tel Aviv University Faculty of Law and Coller School of Management) discuss their new research arguing that the growing power of "universal owner" asset managers, such as BlackRock and Vanguard, will not succeed in reducing global emissions and that company-specific strategies are more effective tools for spearheading decarbonization efforts. Read More

Reuters: State Street Adds Option to Fully Back Corporate Boards

In the latest development in “shareholder democracy,” Ross Kerber reports that State Steet’s asset-management arm will provide retail investors the option to fully back corporate Boards, a move which follows the broader industry tend to give shareholders more control over proxy voting. Read More

M&A & IPOs

Inside the ICE House: M&A Legal Legend Robert Kindler Expounds on Deal-Making Diligence

Robert Kindler, Global Chair of the M&A Group at Paul Weiss, joins Inside the ICE House podcast to share insights from his three decades of advising on some of the most high-profile M&A deals on Wall Street. Listen Here

The Wall Street Journal: Fast-Fashion Giant Shein Files to Go Public

Corrie Driebusch and Shen Lu highlight that Shein has confidentially filed to go public and will likely IPO sometime next year, raising hopes in another upswing in IPO activity. Read More

Harvard Law School Corporate Governance Forum: Real World Examples of Circumstances That May Taint a Deal Process

In a new blogpost, Skadden's Jenness Parker, Sonia Nijjar and Claire Atwood highlight takeaways from four Delaware court cases that could help dealmakers protect the integrity of the deals, including having strong independent financial advisors, not giving CEOs an outsized role in the M&A process and using independent Boards or committees to make decisions in the best interest of the company. Read More

The Wall Street Journal: Cigna, Humana in Talks for Blockbuster Merger

The two health insurance behemoths are rumored to be in merger discussions, reported Lauren Thomas, Anna Wilde Matthews and Laura Cooper. In what would be a stock and cash deal, the resulting “managed-care provider” would command a $140 billion market cap, however regulators are likely to eyeball this one closely. Read More

ESG

Axios: DEI Backlash Hits Corporate America

A new report from DEI consulting firm Paradigm reveals that U.S. companies' diversity, equity and inclusion efforts are losing momentum this year after the Supreme Court's June affirmative action ruling. Read More

Harvard Business Review: Succeeding at the “Social” Part of ESG

Beth Bovis shares lessons for how companies and managers can be successful social impact leaders, such as aligning corporate strategy with social programs, soliciting and incorporating feedback from key external stakeholders and concretely measuring progress and the impact of social initiatives. Read More

FROM OUR DESK TO YOURS

GPP went to The New York Times DealBook Summit and rubbed shoulders with dealmakers, journalists, old friends and clients. Run by Andrew Ross Sorkin, the confab got off on the right foot when Jamie Dimon offered Bill Ackman Secretary of the Treasury in the fantasy Dimon cabinet. The star-studded event, housed at Jazz at Lincoln Center, included Vice President Kamala Harris, Walt Disney Co. CEO Bob Iger, FTC Chair Lina Khan, and Elon Musk. While Mr. Musk’s comments have made headlines, little noticed was that Musk brought his three-year old son X, who was sitting quietly in the front row. Andrew also had at least his twin boys who showed up to DealBook after school. Family affair! 

Also this week, GPP celebrated the season of giving week to volunteer at Tulane’s 2023 Fall Mock Interviews, which provides students the opportunity to practice their interview skills with professionals across a range of industries. To no surprise, we were deeply impressed with the students we spoke with and the questions they asked. It was also a learning experience for some of us, who learned TikTok is also a great source for career and interviewing advice – who knew!

PEOPLE MOVES

• Disney has appointed Morgan Stanley CEO James Gorman and former Sky Chief Jeremy Darroch to its Board. Read More

• The New York Mets hired Bloomberg Media CEO M. Scott Havens as president of business operations. The team said that Havens would be responsible for all front-office functions except baseball. Read More

• Former NBCUniversal Chief Jeff Shell is joining Private-Equity firm Red Bird Capital. Read More



• David Lynn is joining Goodwin Procter to lead the public company advisory practice from the firm's Washington, D.C., office. Read More

• December 8: Columbia Law School Conference on M&A and Corporate Governance, New York, New York
• December 11: Bloomberg Activism Forum 2023, New York, New York
• December 11-12: Wall Street Journal CEO Council Summit, Washington D.C 
• December 14: Axios Communicators, New York, New York