It was a hot start this week for M&A in what has otherwise been a chilled year with Amgen’s $28 billion planned purchase of Horizon Therapeutics leading the pack of merger Monday deals. Anu Aiyengar, JP Morgan’s Global Co-Head of M&A, noted in a Bloomberg TV interview that this “Merger Monday” had a good flavor of deals featuring take-private transactions and corporate divestures – themes Aiyengar expects to carry into 2023.

Lawyers remain concerned about the global anti-trust regimes. Skadden, who just put out its 2023 Insights, argues US and EU regulators are viewing competitive impacts more broadly and have increased scrutiny around vertical mergers. Tech mergers have been a particular focus for regulators after the FTC sued to block Microsoft’s acquisition of Activision Blizzard, though that was hardly a surprise. The next day, Foo Yun Chee of Reuters reported that Broadcom’s proposed acquisition of VMware is facing an antitrust investigation from EU regulators.    

Meanwhile, a flurry of activist news arrived just in time for the Bloomberg Activist Forum. Bloomberg was working overtime reporting on Carl Icahn’s agreement with Crown Holdings to increase the size of the board, Legion Partners pushing for a sale at DigitalBridge and Barington Capital calling for Board changes at Matthews International. 

At the Forum, it was the new Universal Proxy rule that emerged as the unofficial theme, with a focus on the shift from the strength of the slate to the quality of the individual nominee. The consensus: multidimensional candidates will have a greater chance of success and companies should prioritize communicating the relative experience, skills and performance of their directors to investors.  

Have a good weekend, 

GPP Team 

Bloomberg: Dealmakers Are in Last-Minute $70 Billion M&A Rush Before Holidays 

Are Merger Mondays back? Ben Scent, Dinesh Nair and Aaron Kirchfeld detail the recent burst of M&A deal announcements and whether it can help re-start the deal market. Read More

Skadden’s 2023 Insights – Five Critical Areas for the Year Ahead 

Skadden published the 2023 edition of its annual insights report on how to navigate shaky macroeconomic trends, increased regulatory scrutiny, new litigation developments and more. Read More

Reuters: Broadcom Faces EU Antitrust Probe Into $61 Billion VMware Deal 

After the FTC’s suit against the Microsoft/Activism deal last week, EU regulators are looking to follow the FTC’s lead on scrutinizing big tech deals and are launching an investigation into Broadcom's $61bn proposed takeover of VMware. Read More

Making Sense: What's the Deal? Conversations With Dealmakers: Robbie Huffines

Global Chair of Investment Banking at J.P. Morgan, Robbie Huffines, speaks about what led him to specialize in healthcare and why building client relationships is the key to becoming a trusted advisor. Listen Here

Insider: Everyone Wants to Be An Activist Investor These Days. Insiders like Carl Icahn Lay Out Why It’s Not As Easy As It Looks

This piece, which includes exclusive commentary from activist investor Carl Icahn, explores a number of trends in the activism space, from lower valuations amidst unfavorable market conditions, to the emergence of first-time activist funds. Read More

Wall Street Journal: SEC Proposes Rules That Would Squeeze Stock-Market Middlemen

The new set of rules would aim to benefit individual or small buyers and sellers and increase regulatory scrutiny on high-volume traders. Read More

Washington Post: Twitter Dissolves Trust and Safety Council 

Turmoil continues at Twitter after the company discontinued its Trust and Safety Council and Elon Musk publicly criticized Twitter's former head of trust and safety, write Cat Zakrzewski, Joseph Menn and Namoi Nix. Read More 

ESG NEWS

Fortune’s CEO Daily: Nestlé’s Wartime Investment in Ukraine Is a Corporate Lesson In ‘Living Up to Your Beliefs’ 

Peter Vanham and David Meyer detail Nestlé’s latest foray into a geopolitically unstable country—a $43m investment in a food factory in Ukraine, which Chairman Paul Bulcke characterized as “proof of our [Nestlé’s] commitment” to the people of Ukraine. Read More

Financial Times: Vanguard Spared ESG Grilling in Texas After Ditching Green Alliance 

Vanguard has avoided questioning by a Texas State Senate Committee regarding their ESG investing practices, reports Brooke Masters, largely due to their recent exit from the Net Zero Asset Managers coalition. Read More

New York Times Opinion: How Sexism Influenced Corporate Governance 

In his latest op-ed, Peter Coy details how historical discrimination against women in the workplace directly, "contributed to the de-emphasizing of shareholders' role in running companies." Read More

FROM OUR DESK TO YOURS

Nothing says, “the Holidays” quite like a steady stream of activism and corporate governance conferences. This week, a few GPPers attended the Axios Communicators event, which explored the critical role communication professionals play in navigating crises to providing counsel on how to respond to political and social unrest.  

We are absolutely loving the great new Amazon show on Prime video, Riches. A British drama television series that mixes “Succession” and “Knives Out,” it tells the story of a family feud of children of a corporate titan of a cosmetics empire who dies suddenly, leaving a trail of mysteries behind.

We also picked up “Accident Conflict: America, China and the Clash of False Narratives” by Yale economist Stephen Roach, about the brewing conflict among giants and a potential new way to think about the relationship. We know this topic is on the minds of a lot of CEOs and boards of directors.

PEOPLE MOVES

• News Corp has named Sunday Times editor Emma Tucker as the editor-in-chief of The Wall Street Journal. Read More

• BlackRock has made Sandy Boss Chief Operating Officer of global client business and Manish Mehta head of BlackRock Global Markets Group. Read More 

• Markus Dohle, the longstanding chief executive of Penguin Random House, has left the world’s biggest book publisher. Read More

• Scott Deveau is leaving Bloomberg to join Longacre Capital Partners as a managing director. Read More  

December 21, 2022: CII Webinar: Examining the Surge in Companies Adopting Unilateral Advance Notice Bylaws

January 10-13, 2023: 40^th Annual J.P. Morgan Health Care Conference

February 2, 2023: Skytop Strategies Shareholder Activism Summit 2023