As Windows Open On Nominations for Activists, Be Prepared

While the crypto meltdown had pundits reaching for the Lehman and Bear Stearns comparisons, in the real-world themes from Berkeley Forum on Corporate Governance and IR Magazine’s M&A Forum was the need for Boards to recognize the importance of activism defense preparation and reaching retail shareholders, especially given the adoption of universal proxy and BlackRock’s Voting Choice expansion.

 

Looking ahead, watch for “quiet quitting” to be replaced by “fast firing” and for the embers of this year to create the fires of next year, in the words of GPP CEO, Steve Lipin, at the Berkeley Forum. Paul Scrivano, Head of West Coast M&A at Davis Polk, thinks there is room for creativity to get deals done as valuations even out. At IR Magazine’s M&A Forum, there was optimism and a case to be made for businesses staying on the front foot in the labor market, and on regulatory issues and M&A.

 

Finally, a Twitter epilogue. Delaware Chancery Court Chief Justice Judge Kathaleen McCormick spoke on a panel sponsored by Berkeley Law for the first time since the infamous Twitter case, and was asked about the high-profile case and “the media scrutiny.” Chancellor McCormick acknowledged the outsized role Delaware plays and went out of her way to give shout outs to @chancerydaily and @annlipton for their “truly remarkable” work in making decisions “digestible” for the public.


Have a great weekend,

GPP Team

CEO Steve Lipin sat on a panel this week at Berkeley's Forum on Corporate Governance on deal trends for 2023.

FEATURED ARTICLES

CNBC: Binance Backs Out of FTX Rescue, Leaving the Crypto Exchange on the Brink of Collapse 

After initially agreeing to acquire the floundering FTX, rival cryptocurrency firm Binance has terminated the deal following liquidity concerns that arose during due diligence findings, write Kate Rooney and MacKenzie Sigalos. Read More   

TechCrunch: Troubled Crypto Exchange FTX Investigated by US Regulators Over Customer Funds 

As FTX’s sweeping issues came to light this week, regulators from the SEC and Commodity Futures Trading Commission (CFTC) have opened investigations into the nearly defunct crypto exchange. Read More

Bloomberg Opinion: ‘I Got This Wrong’ Wasn’t the Apology We Needed From Big Tech 

On the heels of mass layoffs across the tech industry, Blomberg Opinion’s Parmy Olson looks beyond the well-publicized CEO apologies and instead points to the popular dual-class shareholder structure that opens the door for mismanagement instead of accountability. Read More

ADDITIONAL READINGS & LISTENINGS 

CLS Blue Sky Blog: Kirkland & Ellis Discusses First-Ever CFIUS Enforcement Guidelines 

The team at Kirkland & Ellis analyze the United States Committee on Foreign Investment’s (CFIUS) latest enforcement guidelines, which suggest the regulatory body is planning to adopt more aggressive enforcement strategies. Read More

Axios Pro Rata: Elon Musk's Acquisition Exceptionalism 

As Elon Musk’s tenure as Twitter’s chief executive comes into full swing, Dan Primack argues it is increasingly clear how ill-prepared the billionaire entrepreneur was to take on the role. Read More

The Wall Street Journal: EU to Probe Microsoft’s $75 Billion Deal for Activision Blizzard More Deeply 

Th European Commission has officially opened an in-depth investigation into Microsoft’s blockbuster acquisition of Activision Blizzard over concerns the deal may limit game access for distributors and consumers. Read More

Financial Times’ Due Diligence: The Story Behind SPACs’ Spectacular Fall from Grace 

In this video, Ortenca Aliaj reports on the rise and fall of SPACs—blank check companies who in many cases have seen their valuations plummet, some of which have filed for bankruptcy altogether. Watch Here

Harvard Law School Forum on Corporate Governance: Practical Takeaways of Universal Proxy Card 

Davis Polk Partners Louis L. Goldberg, William H. Aaronson and Ning Chiu examine the implementation and potential implications of the new universal proxy card. Read More 

ESG NEWS

Bloomberg Law: New SEC Rules to Shed Light on BlackRock, Vanguard ESG Votes 

Andrew Ramonas, Senior Corporate Disclosure Reporter at Bloomberg Law, outlines how the SEC’s new rules promoting greater transparency of mutual fund companies’ proxy voting records on ESG initiatives will impact socially conscious investors. Read More

Harvard Law School Forum on Corporate Governance: Crafting the ‘G’ in ESG: Accountability in the Boardroom 

Though ESG in general has seen upticks in prevalence and scrutiny, many companies—and their Board members—lack mechanisms and plans to enforce accountability surrounding their pledges and promises. Read More

DealBook: A New Push for Business to Help Pay for Climate-Change Solutions 

As climate pressures mount at the ongoing COP27 summit, Andrew Ross Sorkin and the DealBook team report on the current debate on the role corporations should or shouldn’t play in solving the climate crisis. Read More

FROM OUR DESK TO YOURS


Longtime GE CEO Jack Welch’s legacy is as contentious as any in the corporate arena. In his new book, “Power Failure,” author William D Cohan details how GE, which by 2000 was the most valuable company on the planet, ultimately fell into disarray after Welch's tenure ended. Mired by internal discord, splintering opinions about his cutthroat management style and a track record of rapid and repeated M&A deals, the book’s account is gripping to say the least.

 

Thankfully, the unseasonable humidity of last week’s marathon has subsided in time to honor those who served in the armed forces during the 103rd annual New York City Veteran’s Day Parade today—expect upwards of 200,000 participants and 300 vehicle units to make their way down 5th Avenue. Head out, rain or shine, to get a good spot along the route.

 

If you prefer to spend your weekend festering—sorry—resting on the couch, then saddle up for Yellowstone season 5, premiering this Sunday. Episode one will see John Dutton’s swearing in as governor of Montana (timely, well-done Paramount). The fallout from last season's plot twists, according to variety, will lead to “a tumultuous moment that changes the political landscape of the show.”

PEOPLE MOVES


  • Michelle Gass is leaving Kohl’s to join Levi Strauss & Co. Tom Kingsbury will be stepping in as interim CEO while the company searches for a permanent replacement. Read More

 

  • Jessica Sibley has been named Time’s new CEO. Read More 

 

  • Bjørn Gulden is joining Adidas as the new CEO. Read More 

 

  • Freshfields appointed Pamela L. Marcogliese as its new Head of US Corporate Advisory & Governance. Read More

UPCOMING EVENTS

November 16-18: Corporate Governance Bootcamp 2022 

November 30, 2022: DealBook Summit  

December 7, 2022: Bloomberg Sustainable Business Summit 

December 13-14, 2022: Yale CEO Summit 

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