We were always taught you can’t make a hostile bid for a private company, but that has not stopped MAGA mega-billionaire Elon Musk from an unprecedented $97.4 billion bid to acquire OpenAI’s nonprofit arm. As Bloomberg’s Matt Levine notes, “nonprofits do not get hostile takeover offers, and surely nonprofit boards do not have an obligation to maximize their valuation?”

It appears to be a longshot move to perhaps troll AI nemesis Sam Altman. The Information’s Rocket Drew and Stephanie Palazzolo point out that “any of OpenAI’s board directors could take matters into their own hands,” citing a California corporate law that allows an individual nonprofit director to sue to block a deal if they believe it compromises the organization’s mission. Liz Hoffman writes that maybe all this jousting shows that the U.S. remains the clear leader in AI.

With both proxy and Oscar season in full swing, Paul Singer seems to have taken a page out of There Will Be Blood this week, channeling Daniel Day-Lewis’ ethos: “I’m an oil man.” Elliott unveiled major new stakes at oil giants BP and Phillips 66, pushing for strategic changes, potential asset sales and a pullback in renewable energy investments. Singer’s firm was the busiest activist of 2024, and already looks poised to retain that title, unveiling four new billion-plus stakes since January 1st, including at Honeywell and Smiths Group.

Paul Weiss highlighted the latest trends in the shareholder activism landscape in a recent memo, including private equity firms increasingly “piggy-backing” off activist theses, an uptick in hostile M&A and greater focus on succession planning.

Meanwhile, the SEC is turning heads in a lot of ways. Acting Chairman Mark Uyeda announced that the commission is taking steps to reverse the proposed rule mandating companies disclose their Scope 3 emissions. He has made a series of moves that for the most part have cheered corporates, such as not allowing a flood of shareholder proposals on company proxies. However, the idea that investors could no longer use 13G filings to vote on things like staggered boards and poison pills surprised the institutional investor community.

Speaking of M&A, activism and New Orleans, please fill out our short survey ahead of the Tulane Corporate Law Institute conference only a few weeks away!

Have a great weekend,

GPP

The Deal: Glass Lewis Joins ISS in Backing Barington at Matthews

ISS and Glass Lewis are backing Barington Capital’s push for board change at Matthews International, citing weak governance and underperformance under CEO Joseph Bartolacci. The activist argues poor capital allocation and board structure have hurt returns, while Matthews dismisses its nominees as unqualified. Read More

The Wall Street Journal: Bill Ackman’s Pershing Square Builds a $2.3 Billion Stake in Uber

Bill Ackman’s firm has taken a 1.4% stake in Uber. Ackman praised CEO Dara Khosrowshahi’s leadership, calling Uber a “growth machine.” Pershing’s investment sent shares up by over 8%. Read More

Financial Times: Activist Fund Takes Aim at One of Japan’s Biggest Pharma Groups

Farallon Capital is prescribing tough medicine for Astellas, pushing cost cuts, R&D revamps and an M&A rethink as its top drug nears patent expiry. With Japan’s governance reforms emboldening activists, Farallon is making sure its prescription gets filled. Read More

Bloomberg Opinion: Activist Breakup Wins Should Rattle Size-Obsessed CEOs

Elliott Management is ramping up pressure for its targets to pursue spinoffs and breakups. CEOs may resist shrinking, but activists aren’t backing down, writes Chris Hughes. Read More

The Wall Street Journal: For CEOs and Bankers, The Trump Euphoria Is Fading Fast

The initial buzz over Trump’s second term is fizzling out for CEOs and dealmakers as trade wars loom and inflation jitters rise. While the M&A scene is cooling off, there’s still hope for a late-night deal surge if conditions settle down. Read More

Bloomberg: Turn/River Agrees to Buy SolarWinds for $4.4bn Years After Cyber Attack

Thoma Bravo and Silver Lake controlled SolarWinds, infamously at the center of a large-scale Russian cyber-attack in 2020, will return to the private markets for the second time in ten years. SF-based buyout shop Turn/River will pay $18.50 per share. Read More

Reuters Breakingviews: Japan’s M&A Wave Is Just Getting Started: Podcast

On the latest episode of the Viewsroom podcast, reporters Jonathan Guilford and Aimee Donnellan discuss how deals between some of Japan’s largest corporations like 7-Eleven, Honda and Nissan could open the country's dealmaking floodgates. Listen Here

Axios: Spotlight On ISS Leadership

1.) Outgoing ISS Head Struck A Balance in Proxy Fights

Cristiano Guerro leaves ISS with an even record of siding with shareholders and companies during his tenure, writes Mike Flaherty. Noting that Guerro’s departure leaves questions about the proxy advisory firm’s approach going forward, as its recommendations are influential, but companies can still win shareholder votes without its backing. Read More

2.) New ISS Leader Brings Legal Eye to Corporate Battles

Continuing his focus on ISS, Mike Flaherty highlights potential clues as to what investors and companies can expect from ISS’s new head of special situations, Andrew Borek. Read More

IPO

Financial Times: Fintech Klarna Targets US IPO in April

Swedish buy-now-pay-later unicorn Klarna is targeting a spring debut at a $15 billion valuation, report Akila Quinio and Ivan Levingston, though the fintech company is yet to pick a listing venue. Read More

The Wall Street Journal: The U.S. IPO Market Needs Saving. Could Paul Atkins Be the Answer?

Both Wall Street and Sand Hill Road are holding out hope that incoming SEC Commissioner Paul Atkins will ease the burdens of operating as a publicly traded company and help spark a rebound in public listings. Read More

Financial Times: NYSE to Relocate 143-Year-Old Chicago Stock Exchange To Texas

In an attempt to lure newer listings to what is described as a “pro-business” state, the NYSE will move the exchange's Chicago operation to Dallas. NYSE noted that Texas was the state with the largest number of listed companies, totaling over $3.7tn in market cap. Read More

FROM OUR DESK TO YOURS

News flash, it’s cold. While animal spirits might be in hibernation this February, below are some various things GPPers have been enjoying while in hibernation (aside from red AND white wine) to make this winter chill slightly more bearable: 

• White Lotus Season 3, which returns this Sunday and promises a tropical vacation to Thailand for the low price of $9.99.
• Balanchine + Wheeldon, a high-spirited New York City Ballet production starring the great John Lithgow who reprises his duale role as Narrator/Elephant (yes).
• Midnight Blue, a cozy jazz bar in Gramercy offering excellent cocktail + food selection, especially the Tuna Poke bowl, accompanied by some great music. The perfect warm up ahead of the Tulane confab.
• Hav & Mar, Chef Marcus Samuelsson (Aquavit, Red Rooster) newish spot in West Chelsea, has an eclectic seafood menu housed in a cavernous spot with a cool bar centering the room. Enjoy Swediopian cured salmon and Curry Goat Gyoza.

PEOPLE MOVES

• After nearly a decade as Global Editor of The Wall Street Journal’s Heard on the Street column, Spencer Jakab will move to a different role as Investing Columnist leading the Markets A.M daily newsletter. Read More
• Former Goldman Sachs partner David Kamo joined Evercore to lead the Financial Sponsors group. Read More

• March 6-7: Tulane Corporate Law Institute, New Orleans
• March 12: CII Spring Conference, Washington D.C.
• April 23-25:Semafor World Economy Summit, Washington D.C. 



Follow us on LinkedIn Gladstone Place Partners

Please feel free to forward this along.