In Elon world, the would-be [former] buyer of Twitter, who is getting cold feet with Tesla and tech stocks cratering, has shown no SEC-filed legal documents attributed to him are worth the ink they’re printed on as he “emoji’ed” on a signed-and-enforceable Delaware governed merger agreement. Twitter’s draft proxy reveals what the market believed: He also seemed to violate SEC and FTC rules on share ownership and intent, including floating a takeover bid prior to even filing an innocuous passive 13G. And good luck proving a MAC in Delaware courts, though that is likely the last place the board of Twitter wants to spend its summer.
Meanwhile, Musk is also in the spotlight after Tesla was dropped from the S&P 500 ESG Index. The move prompted Musk to take to Twitter to rail against ESG and @SPGlobalRatings as a “weaponized scam.” S&P Global cited racial discrimination and poor working conditions as reasons for dropping Tesla.
In news unrelated to Elon Musk, some other highlights of the week include:
-
California Board Diversity Law Struck Down. A ruling from a CA judge reversed a 2018 state law mandating the appointment of at least two female board members, deeming it unconstitutional. The news could signal what’s to come for other states that have legislation specifying corporate board diversity, such as IL, NY and WA.
-
Fight for Spirit Takes Flight. JetBlue made an all-cash hostile bid for Spirit Airlines this week, presented in a slide deck countering Frontier Airlines' current offer. Spirit's Board came out against the offer and urged shareholders to support the Frontier merger vote, citing airline industry regulatory hurdles.
-
13F Season. Despite being a lagging indicator, Q1’s 13F filings give a glimpse into how investors are managing a volatile market. Investors in growth and tech reported a significant sell off while value-investor Warren Buffett’s Berkshire Hathaway found some new opportunities.
Have a great weekend,
The GPP Team
|
|
Bloomberg: Twitter Board Says It Plans to Enforce Musk Merger Agreement
“We intend to close the transaction and enforce the merger agreement,” the board said Tuesday in a statement to Bloomberg News. Read More
|
|
Financial Times: Elon Musk Raised Prospect of Twitter Takeover As Early as March
FT’s deal team led by JFK unpacked Twitter’s draft proxy, filed Tuesday. It published the chronology of Musk’s efforts to acquire the social media company, showing how the billionaire had already held several days of negotiations about joining the board and had started to discuss a takeover as early as March 27. Read More
|
|
Wall Street Journal: Is Elon Musk Actually Going to Buy Twitter? Can He Just Walk Away?
Cara Lombardo takes a look at the legal rights of each party and what happens if either side doesn’t hold up its end of the bargain. Read More
|
|
New York Times: Sustainability Index Drops Tesla, Prompting Insult from Musk
S&P Global cited racial discrimination and poor working conditions among the reasons for dropping Tesla from the ratings. Read More
|
|
The National Law Review: California Board Diversity Efforts Dealt Another Blow
“On the heels of the April 1, 2022 court decision striking down California’s groundbreaking statute requiring underrepresented community mandates for corporate boards, a different trial court dealt the state’s corporate governance diversity efforts another blow.” Read More
|
|
Breakingviews: Spirit Shareholders Are Flying Without A Pilot
Spirit is now faced with a hostile all-cash tender offer from JetBlue that is 60% higher than its current deal with Frontier. Accepting JetBlue’s offer might take longer to close and faces greater regulatory risk. Read More
|
|
Washington Post: JetBlue Launches Another Bid for Spirit Airlines
A website and 37-slide PowerPoint from JetBlue tries to make the case that merging with them, rather than with Frontier Airlines, is Spirit’s best path forward. Read More
|
|
CNBC: Key Takeaways From First Quarter 13F Filings
Warren Buffett buys Citi and sells Verizon, among other interesting nuggets from this season’s 13F filings. Leslie Picker reports on 13F filings from the first quarter. Watch Here
|
|
Reuters: Glass Lewis Backs McDonald's Directors In Boardroom Fight With Carl Icahn
This comes one day after ISS also recommended that shareholders back the company's nominees. McDonald's Annual Meeting is scheduled for May 26. Read More
|
|
Harvard Law School Forum on Corporate Governance: A Mid-Season Look at 2022 Shareholder Proposals
Michael W. Peregrine and Eric Orsic at McDermott Will & Emery write, “As we sit in the middle of proxy season, we have a useful vantage point from which to consider already announced shareholder proposals and await investor feedback on matters presented for shareholder votes.” Read More
|
|
Financial Times: Crackdown on Buyout Deals Coming, Warns Top US Antitrust Enforcer
The top antitrust enforcer in the US, Jonathan Kanter, is warning that the Department of Justice will take a tougher stance on private equity firms rolling up swaths of the American economy, as it targets buyout groups that have faced less scrutiny. Read More
|
|
Fortune: Should CEOs Use Social Media?
Elon Musk’s public spat with Twitter raises the question, if, and how CEOs should be using social media. Read More
|
|
Insider: 'There's Blood In the Water.' M&A Dealmakers Are Circling Troubled Tech Startups Looking for Acquisition Bargains.
"M&A is going to go way up in startupland. The question is, who are the buyers, and at what stage?" said Matt Murphy, a partner at the VC firm Menlo Ventures. Read More
|
|
Let us know if you have any comments or suggestions for our newsletter format.
|
|
Please feel free to forward this along.
|
|
|
|
|
|
|