Deals and Discord: It’s March Madness on Wall Street

This week, the sudden collapse of Silicon Valley Bank (SVB) dominated headlines and will likely continue as a central focus in the coming weeks. Instead of recapping the events that led to the bank’s demise, we wanted to highlight the governance weaknesses within the company and what role that may have played in the fallout. 


SVB’s Risk Committee met 18 times in 2022, twice as many as the year before. That uptick should have signaled turmoil behind the scenes, yet missing from these meetings was the company’s Chief Risk Officer, who left the company in April of last year. Noah Barsky, Professor at Villanova’s Business School, points out that more meetings does little to replace the role of a full-time CRO, while Shivaram Rajgopal, Professor of Accounting and Auditing at Columbia Business School, identified six red flags that escaped the attention of the bank’s governance stakeholders, specifically calling attention to only one board member having the formal banking experience necessary to oversee a bank.

Despite the volatility brought on by SVB’s collapse, this week began with the largest merger Monday of the year. Though Pfizer took much of the spotlight with its $43b acquisition of cancer drug manufacturer Seagen, a number of deals rounded out the day, including Apollo’s agreement to purchase chemical company Univar for $8.1b, Blackstone’s acquisition of event software company Cvent for $4.6b, and private equity firm Symphony Technology’s $1.5b take-private of Momentive Global. 

On the activism front, corporate raider Carl Icahn went public with a letter to shareholders of life science company Illumina on Monday. The octogenarian is demanding three board seats with 1.4% of the stock in response to complications surrounding the company’s acquisition of biotechnology company Grail. Illumina was swift in its response, rejecting Icahn’s board nominees because they “lack relevant skills and experience.” Bloomberg’s Crystal Tse and Angelica Peebles noted in the company’s response that “Illumina is moving as quickly as possible to arrive at a resolution, with divestiture work already underway in advance of the European Commission’s divestiture order.”


Next week, the newsletter will be coming to you live from New Orleans! The team will be on the ground at Tulane Law School’s Corporate Law Institute 2023—the preeminent deal conference of the year—where our own Steven Lipin will be moderating a panel on M&A and the Media Friday morning featuring Berkeley Law Professor Steven Davidoff Solomon, The Wall Street Journal’s Laura Cooper, DealBook’s Lauren Hirsch and Semafor’s Liz Hoffman. We’re also excited to hear from Delaware Chancellor Kathaleen McCormick on the (increasingly public) role the Delaware courts play in corporate disputes, as well as JP Morgan’s Anu Aiyengar on the hot topics currently roiling the M&A world.


Have a great weekend,

GPP Team


The Wall Street Journal: What Happened With Silicon Valley Bank?

Telis Demos covers in detail the lead-up and ultimate demise of Silicon Valley Bank and provides insight and analysis on the role of regulators and next steps for the company. Read More

Bloomberg: SVB’s Lack of Risk Officer Emerges as Focus in Fed Probe

Katanga Johnson, Joel Rosenblatt and Chris Dolmetsch offer insight into the Federal Reserve’s examination of SVB’s lack of a chief risk officer in the lead up to its implosion. Read More

Forbes: SVB Is One More Example Of A Governance Crisis That Seems To Be Only Foretold By Short Sellers, Despite Plenty Of Red Flags Hiding In Plain Sight

Columbia Business School’s Shivaram Rajgopal outlines six red flags that escaped the attention of Silicon Valley Bank’s governance stakeholders that played a role in the bank’s failure. Read More

The Wall Street Journal: Pfizer Agrees to Buy Seagen for $43 Billion

Though the deal will likely face antitrust scrutiny, Jared S. Hopkins and Jonathan D. Rockoff report that at $229 a share, Pfizer’s acquisition of the cancer-drug manufacturer bodes well for sector M&A and for the wider deal market in general. Read More

The Wall Street Journal: Apollo Global to Buy Univar in $8.1 Billion Deal, Including Debt

Laura Cooper and Lauren Thomas report on Apollo Global Management’s acquisition of Univar, a specialty chemical and ingredients business. Read More

Bloomberg: Illumina Tells Investors Icahn Board Nominees Aren’t Qualified

Crystal Tse and Angelica Peebles report on Illumina’s response to corporate raider Carl Icahn, saying his proposed board nominees “lack relevant skills and experience” and that Icahn doesn’t comprehend the ongoing antitrust battle with European regulators around the company’s acquisition of Grail. Read More


Stanford Graduate School of Business: The Evolving Battlefronts of Shareholder Activism

Andrew Baker (UC Berkeley School of Law), David F. Larcker (Stanford University), Brian Tayan (Stanford University) and Derek Zaba (Partner at Sidley Austin) suggest that the advent of universal proxy rules will likely increase activism activity, force activists to embrace new tactics and lead to more nominations for directors with previous experience with activist campaigns. Read More

CFO Brew: Companies Gear Up for a Busy Proxy Season

Kristen Talman highlights some changes we can expect to see this coming proxy season, including more publicity for activism campaigns, a greater focus on ESG, and more choices available to investors during voting. Read More


BlackRock: Larry Fink’s Annual Chairman’s Letter to Investors

BlackRock chairman and CEO Larry Fink issued his annual letter to investors. Fink touches on the recent market volatility following the collapse of Silicon Valley Bank, and interestingly avoids mentioning “ESG” and claims asset managers aren’t “the environmental police.” Read More

Insightia: Beyond the Boardroom: Introducing... News in Brief Episodes

Insightia's Beyond the Boardroom has launched a short-form 'news in brief' podcast format. Host Kieran Poole speaks to Insightia's Rebecca Sherratt and Antoinette Giblin on the potential for a spike in climate-related activist campaigns in the oil and gas industry. Listen Here

Skadden: Pass-Through Voting: Empowering Shareholders or Increasing the Influence of Proxy Advisors?

Skadden partners Ann Beth Stebbins and Marc Gerber are joined by BlackRock's Dalia Blass and Innisfree’s M&A's Gabrielle Wolf to chat about the rise of "pass-through" voting choice programs at large asset managers and their potential impact on institutional and retail investors, activists and proxy advisory firms. Listen Here


Bloomberg: Blackstone to Buy Cvent in Deal Valued at $4.6 Billion

Molly Schuetz reports on Blackstone’s intent to acquire software company Cvent, which specializes in event management. As the pandemic has moderated and appetite for events has rebounded, so too has Cvent’s stock price. Read More

Reuters: SAP-controlled Qualtrics accepts buyout offer from Silver Lake, CPPIB

As reported by Mrinmay Dey and Akash Sriram, in the year's largest private-equity buyout so far, an investment group led by Silver Lake and the Canada Pension Plan Investment Board will take the software company Qualtrics International private in a $12.5bn deal. Read More


The Wall Street Journal: Justice Department Sues to Block JetBlue from Buying Spirit Airlines

Dave Michaels and Andrew Tangel report that the DOJ will sue to block the proposed JetBlue and Spirit merger to prevent further industry consolidation. JetBlue maintains the merger will help it better compete with the U.S.’s four largest domestic airlines. Read More

Debevoise & Plimpton: ESG and Antitrust: More Focus but No Consensus

In their latest “Debevoise in Depth” update, the law firm stresses that ESG-related initiatives are still subject to antitrust scrutiny and lists potential tactics to help companies and asset managers minimize antitrust risks around their ESG efforts. Read More


Harvard Law School Forum on Corporate Governance: Applying Economics – Not Gut Feel – To ESG

London Business School professor Alex Edmans shares data from his recent research detailing ten common misconceptions about ESG investing and argues that sustainability and climate risks only impact a company’s cash flow, not cost of capital. Read More

Knowledge at Wharton: The Missing Link Between ESG and Corporate Innovation

Scott A. Snyder and Sanjay Macwan at the University of Pennsylvania outline ways that companies can incorporate ESG into their innovation process, encouraging companies to see ESG as an opportunity rather than a regulatory requirement. Read More


Today, New York City will host the 261st annual St. Patrick's Day Parade. With more than 150,000 participants and upwards of two million expected observers, the parade will begin on East 44th Street and make its way to East 79th street by way of 5th Ave. Needless to say, GPPers’ commutes to the office might be slightly more hectic (and slightly greener) than usual.


Elsewhere in the City, some GPPers went to the new exhibit at the Jewish Museum—whose Purim Ball gala this week honored Paul Weiss Chair Brad Karp—to see the fascinating show about the Judeo-Arabic family the Sassoons, whose patriarch left Baghdad and spread their wings to Britain, Mumbai and China in the 19th and 20th centuries. 

If you’re in search of even more green after today’s festivities, check out the New York Botanical Garden’s orchid show. The stunning arrangement, which is designed by the landscape artist Lily Kwong and runs through April 23rd, is a wonderful experience, and a great way to ring in Spring’s arrival.

Lastly, we’d like to give a special shout to our very own Steve Lipin, whose birthday is today. Happy birthday Steve! 


  • Julie Steinberg will cover global metals and mining at The Wall Street Journal after posting 3 years on the finance team. Read More

  • Vimal Kapur will replace Darius Adamczyk as CEO of Honeywell International. Read More

  • Former Protocol reporter Biz Carson is joining Bloomberg to cover the intersection of money and Silicon Valley. Read More

  • Kimberly Petillo-Décossard and Ross Sturman have joined White & Case LLP as partners in the firm’s global M&A practice. Read More

  • Ian Nussbaum will join Latham & Watkins’ New York office as a partner in the firm’s M&A practice. Read More  
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