As we get closer to The Walt Disney Company’s annual shareholder meeting on April 3^rd, key endorsements continue to come in as Disney shareholders prepare to cast their votes in this high-profile proxy contest against Nelson Peltz.  On Monday, proxy advisory firm Glass Lewis urged Disney shareholders to vote in support of all 12 of Disney’s director nominees. The next day, Star Wars filmmaker George Lucas, Disney’s largest individual shareholder, told CNBC that he supports Disney’s Board and management and has voted against Nelson Peltz.

In his statement, Lucas said, “Creating Magic is not for amateurs. When I sold Lucasfilm to Disney, I was delighted to become a Disney shareholder because of my long-time admiration for its iconic brand and for Bob Iger’s leadership. I remain a significant shareholder because I have full faith and confidence in the power of Disney and Bob’s track record of driving long-term value.”

Another well-known Disney shareholder, Laurene Powell Jobs, founder and president of Emerson Collective, showed support for Disney as well, saying, “the company transformed thanks to the steady and visionary leadership of Bob Iger and Disney’s expert Board of Directors.”

On Thursday, ISS recommended that shareholders elect 11 of 12 Disney nominees as well as Nelson Peltz to the Board but urged shareholders to withhold from voting for Jay Rasulo on Peltz’s slate. Disney responded that it is pleased ISS recognized the “positive changes” to the Board and the “relevant experiences and business insights” of Disney’s directors and encouraged shareholders to vote for all 12 of Disney’s director nominees.

Peltz’s Ahab-like quest to get a Disney board seat had Jeff Sonnenfeld, Senior Associate Dean at the Yale School of Management, assess his track record and crown him “America’s most overrated activist investor.” In cases where Peltz or a Trian partner assumed positions on corporate boards, companies associated with Peltz’s fund have underperformed the S&P 500 by -6% annually, on average. Out of the 22 occasions where Peltz or a Trian representative served on a board, 15 instances saw these companies consistently underperforming the S&P 500 throughout Trian's tenure.  And don’t forget about that GE white paper calling for the company to add $40 billion in debt for share buybacks—gulp.

Have a great weekend,

GPP Team

Bloomberg Law: Albertsons Is Latest Company Targeted for Board Nomination Bylaw

A lawsuit filed on Monday targets multiple bylaw sections covering dissident director candidates, focusing on two that take a broad view of when the shareholders behind the nominations must disclose that they’re “acting in concert” with others. Read More

Reuters: Macy's Opens Its Books in Company Sale Talks

Macy’s will now allow Arkhouse and Brigade to conduct due diligence in order to secure debt commitments for their outstanding financing, representing a shift from the retailer’s initial dismissal of the unsolicited $6.6B bid based off Arkhouse’s ability to finance the transaction. Read More

CORPORATE GOVERNANCE

How should boards think about AI?

GPP is proud to join with Berkeley Law and Wilson Sonsini to host a new conference on AI, Ethics and the future of Corporate Governance April 12 and 13^th in Rome, Italy. Co-chairs are David J. Berger of Wilson and Pierluigi Matera, founding partner, Libra Legal Partners, and speakers include Che Chang, general counsel, Open AI, Sabastian Niles, president and chief legal officer of Salesforce, Leo Strine, Jr, former Chief Justice of the Delaware Supreme Court, and many others. Use this link to learn more about the conference. 

Harvard Law School Forum on Corporate Governance: Director Commitments Policies, Overboarding, and Board Refreshment

Samuel Nolledo and Aaron Wendt of Glass Lewis discuss the “increasing strain” on directors’ time as a growing concern among institutional investors and shareholder advocates. As a potential remedy, they suggest director commitment policies to ensure board members can fulfill their obligations. Read More

M&A

The Deal: Czech Defense Group Acquisition Under CFIUS Pressure

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Breakingviews: U.S. Steel Tug-of-War Threatens to Pull it Apart

Japan’s Nippon Steel’s planned acquisition of U.S. Steel has been edged by political opposition, with President Biden declaring it “vital” the company remain “domestically owned and operated.” Read More

Reuters: 'No Time to Waste': Japan Inc Set to Step Up Outbound M&A

Makiko Yamazaki, Scott Murdoch and Kane Wu report that Japan Inc's pursuit of overseas deals is set to accelerate as the country's corporate giants come under pressure to boost capital efficiency and as Japan’s central bank begins to raise interest rates. Read More

ESG

Fortune CEO Daily: The 'Deconstruction' of ESG

John Delaney, executive chairman of Forbright Bank, shares what he believes businesses got wrong about incorporating ESG into their strategy and how they can fix it. Read More

 DealBook: An E.S.G. Mess in Texas

The Texas Permanent School Fund will terminate its contract with BlackRock to manage around $8.5B in state money. Chairman of Texas’ State Board of Education, Aaron Kinsey, accused the asset manager of boycotting investments in oil and gas companies, the state’s principal source of revenue. Read More

FROM OUR DESK TO YOURS

This week, we are thrilled to announce that GPP Partner and COO Lauren Odell has been honored as a PRWeek Women of Distinction! Check out Lauren’s interview in PRWeek to learn about the mentors throughout her career, how the PR industry has changed for women and the biggest misconception about PR. 

In foodie news, GPP spent a few days in Aspen and Snowmass, and we would very much urge a European style late lunch at Cloud Nine at the Top of Aspen Highlands, replete with Raclette, Gruyere fondue, and an unusual amount of Champagne at around 3PM. It was a blue-bird week for amazing skiing with old and new friends. Another fun local spot in Aspen is Hickory House, an old-school barbeque spot in town.

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• April 12-13: Conference on AI, Ethics, and the Future of Corporate Governance, Rome
• April 17: The 2024 Berkeley Forum: M&A and The Boardroom, San Francisco
• May 5-8: Milken Institute Global Conference, Los Angeles