Two activist campaigns made waves this week that kept The Wall Street Journal’s Lauren Thomas quite busy. First, she broke the news that Yelp has fallen into the crosshairs of TCS Capital, which revealed a 4% stake in the tech company and is pushing for a review of strategic alternatives, including a potential sale or a merger with the home services platform Angi. Thomas also reported that Jana Partners’ Barry Rosenstein plans to wage a proxy fight at pet-food maker Freshpet to boost the stock price and explore a potential sale of the company. We’re not yet six months into the year and activism seems to be on the upswing. The number of activists publicly subjecting companies to campaigns globally year-to-date is already 60% of the total of 2022, according to data from Insightia.

Thursday’s annual meeting of Illumina, a global leader in DNA gene sequencing, brought to an end one of the highest-profile and most-watched proxy contests of the season, and one of the first to deploy the so-called universal proxy. Illumina’s shareholders elected eight of nine director nominees up for re-election, as well as one of Carl Icahn’s nominees. The Board of Directors thanked John Thomson for “his board tenure and extraordinary leadership” during his tenure on the board. Carl Icahn had sought three directors on the company’s board.

Elsewhere, Bill Ackman, Carl Icahn’s once and again sparring partner, weighed in on Mr. Icahn’s issues around the Hindenburg Research situation, comparing Icahn’s margin loan on his holdings of Icahn Enterprises (IEP) to the Archegos swaps banks were holding, with each not knowing what the other was owed. “All it takes is for one lender to break ranks and liquidate shares or attempt to hedge, before the house comes falling down,” he wrote in a lengthy Twitter post.

While not a traditional campaign per se, proxy advisors ISS and Glass Lewis issued their recommendations for clients ahead of Google parent company Alphabet's annual meeting next week. The Information’s Jon Victor reported the proxy advisors recommended voting for a majority of shareholder proposals, which notably includes opposing Google CEO Sundar Pichai's $210 million pay package due to underperformance and voting out two directors, one of whom is Chairman John Hennessy, as a result of his continued support for the company’s multi-class stock structure. The recommendations follow news of activists Dan Loeb and Bill Ackman revealing stakes in the company.

Have a great holiday weekend,

GPP team   

The Wall Street Journal: Activist Investor Calls on Yelp to Explore Sale

After quietly amassing a 4% stake in Yelp, TCS Capital plans to urge Yelp to consider strategic alternatives, including a potential sale of its business or a merger with the online services company Angi, reported Lauren Thomas. Read More

The Wall Street Journal: Jana Prepares for Proxy Fight at Freshpet

Activist fund Jana Partners, now Freshpet’s largest shareholder, is set to nominate four directors to the company’s board. Lauren Thomas reports that Jana’s primary critique of the pet food maker involves the board’s alleged “disregard” for “its most basic duties to shareholders.” Read More

Axios: Illumina shareholders Vote Chairman Out After Icahn Fight

Michael Flaherty reports on the results of Carl Icahn's proxy fight against Illumina, noting that while shareholders voted chairman John Thompson off the board, the activist investor still "did not get all he wanted" from the contest. Read More

The Information: Shareholder Advisory Firms Call for Alphabet Chair’s Ouster

Jon Victor reports that ISS and Glass Lewis, the two most influential proxy advisors, have recommended that shareholders vote in favor of a number of proposals geared toward overhauling Alphabet’s corporate governance. In addition to increasing transparency around a number of business operations, the firms have called on shareholders to remove two sitting directors, including the chairman. Read More

ACTIVISM

Bloomberg: Carl Icahn Is $15 Billion Poorer After Hunter Becomes the Hunted

Tom Maloney and Amanda Gordon examine Carl Icahn’s reaction to the damning allegations brought forth by Hindenburg Research against his holding company earlier this month. Though Hindenburg’s report has “blown an 11-figure hole” in the 87-year-old billionaire agitator’s personal wealth, Icahn seems content to shelter on his south Florida island and ride out the firestorm, martini in hand. Read More

The Wall Street Journal: Chevron Doubles Down on Shale With $6.3 Billion Deal

After achieving record profitability in 2022, Chevron is the latest oil and gas company to venture into the M&A market. Collin Eaton and Colin Kellaher detail how Chevron’s planned $6bn acquisition of PDC Energy will make the Permian Basin and other US reserves as likely target locations for the company. Read More

Financial Times: Mizuho Agrees $550mn Deal for Boutique Investment Bank Greenhill

At $15 a share, Mizuho has agreed to purchase the boutique investment bank Greenhill. Sujeet Indap and Leo Lewis report that Mizuho will retain Greenhill’s leadership team and brand identity as it looks to expand in the US investment banking market. Read More

Bloomberg: With Deals in Downturn, M&A Boutiques Take Page Out of Own Book and Consolidate

Mizuho’s acquisition of Greenhill is the latest example of a small, successful M&A advisory boutique being bought by a larger, more resilient lending institutions. As deal conditions remain unfavorable, Aaron Kirchfeld, Jan-Henrik Foerster and Ben Scent discuss how now is the perfect time for buyers to bring boutiques under their ownership. Read More

Financial Times: Allen & Overy and Shearman Plan Merger to Create $3.4bn Law Firm

In a deal not seen in over two decades, “Magic Circle” law firm Allen & Overy is set to merge with American competitor Shearman & Sterling, reports Kate Beioley. The combination will allow Allen & Overy to expand into the US market, while also helping Shearman & Sterling expand and access additional resources. Read More

The Wall Street Journal: Panera Brands Names New CEO Ahead of IPO

Panera Bread has appointed José Alberto Dueñas to CEO, while Niren Chaudhary—who has served as the company’s chief executive since 2019—will assume the role of chairman. The move comes as the fast-casual sandwich chain prepares for its once-delayed IPO in early 2024, writes Heather Haddon. Read More

CNBC: Mediterranean Restaurant Chain Cava Files for IPO as Revenue Climbs

Amelia Lucas reports that Cava Group, which owns a chain of fast-casual Mediterranean restaurants, announced it plans to go public following signs the company is inching closer to reaching profitability. Read More

Skadden: Nine Mistakes To Avoid When Transitioning CEOs

Lawyers from Skadden, Arps, Slate, Meagher & Flom list potential mistakes companies should avoid when transitioning CEOs such as setting unrealistic timelines and rushing communications, keeping relevant stakeholders out of the loop, providing ambiguous reasons behind the transition and more. Read More

FROM OUR DESK TO YOURS

The world lost a generational talent this week with the passing of Tina Turner. The Queen of Rock ‘n’ Roll’s legendary career spanned six decades as she electrified crowds with her charisma, energy and iconic voice. From her earliest hits like “Mountain High,” to her solo career that blessed countless ears with “Simply the Best,” the mark Turner made on music and culture has inspired countless other artists and is one that will endure for generations to come. Tina Turner was 83 years old.

GPP was in New Haven for Yale Law School graduation, and a pro-tip from a local is of course pizza. While Sally’s and Pepe’s get all the headlines, we stopped by our favorite at Modern APizza on State Street for their classic veggie bomb (with bacon!). Then, if you’re not too full, walk down State for a cake or pastry at Marjolaine’s.

PEOPLE MOVES

• Panera Bread has named José Alberto Dueñas CEO of the company. Current CEO Niren Chaudhary will assume the role of Chairman. Read More

• James Gorman has announced he will step down as CEO of Morgan Stanley within the next year. Read More

• New York Times climate correspondent and author David Gelles will become the managing correspondent of the New York Times' Climate Forward newsletter. Read More

• Swetha Gopinath has joined Bloomberg as Private Equity Deals Reporter. Read More

• June 6, 2023: The Deal Economy 2023: Predictions and Perspectives – New York, NY

• June 6: The Economic Club of NY, a Discussion with Marc Rowan and Andrew Ross Sorkin – New York, NY

• June 6-8, 2023: NIRI Annual Conference – Chicago, IL

• June 6 – 8: Bloomberg Invest – New York, NY

• June 13 – 14: Harvard Corporate Governance Roundtable, Cambridge, MA