Friends,

Just as preparations take hold in New Orleans for Mardi Gras, equally important preparations are underway for an event that has better food than Davos and more culture than Milken: The Tulane Corporate Law Institute annual confab on March 7-8, 2024. Ahead of the conference, we need your help filling out a survey that will only take 60 seconds. The last question is related to your favorite New Orleans restaurant.

Your responses will inform the annual “M&A and the Media” panel, which will feature a star-studded lineup of panelists including Lauren Silva Laughlin, U.S. Editor at Reuters Breakingviews, David Marcus, Senior Writer at The Deal, Steven Davidoff Solomon, Professor of Law at Berkeley Law, Crystal Tse, Deals Reporter at Bloomberg News, and will be moderated by GPP's own Steve Lipin. Tell us what you’d like to hear!

If you have not registered for the conference, the link is here.

Have a great weekend,

GPP Team

The Wall Street Journal: Norfolk Southern CEO Faces Activists Calling for His Ouster

Lauren Thomas and Esther Fung reveal that Ancora Holdings has taken a $1 billion stake in Norfolk Southern and is planning to launch a proxy contest against the railroad operator, calling for a Board overhaul in an effort to oust Norfolk Southern’s CEO. Read More

Financial Times: BP Faces Activist Investor Pressure to Ditch Clean Energy Pledges

Tom Wilson reports that in another blow to corporate ESG commitments, London-based Bluebell Capital Partners is publicly urging BP to abandon its clean energy pledges. This bucks the recent trend on both sides of the pond of activists such as Arjuna Capital, Follow This and Amundi launching high-profile ESG-focused activist campaigns against energy giants ExxonMobil and Shell. Read More

The Deal: Activists, Corporate Defenders Clash on Bylaw Rules

Ron Orol details how Bulldog Investors’ Phil Goldstein and governance guru Charles Elson faced off against Sidley Austin’s Kai Liekefett at the Skytop Strategies activist conference on the merits of new bylaws that would require activists to provide more information about dissident director nominations. Read More

Vinson & Elkins: Shareholder Activism in 2024: Three Trends to Watch

Partners Lawrence Elbaum and Patrick Gadson share their outlook for the activist landscape this year, predicting an increase in activists pushing for company sales or divestitures and suggesting that in the future, “every season is activist season.” Read More

M&A

Bloomberg: Evercore Warns of Geopolitical Risks to Strong M&A Rebound

Evercore CEO John Weinberg warned investors that a tumultuous geopolitical landscape is the greatest roadblock to a full recovery in M&A activity in 2024. Read More

Freshfields: New US Merger Control Reportability Thresholds and New US Merger Control Filing Fees for 2024

Freshfields' Bruce McCulloch, Justin Stewart-Teitelbaum, Meytal McCoy and Charles Ramsey examine the FTC's latest updates regarding HSR reportability thresholds and filing fees. Read More

Cleary Gottlieb: Cleary Antitrust Watch - 2024 Antitrust Update: Agencies Sharpen Their Teeth, But Is It All Bark and No Bite?

In a new memo, Cleary Gottlieb partners highlight that tougher antitrust policies in the U.S., EU and UK aren't leading in more court wins for regulators as dealmakers are incorporating larger break-up fees and longer termination dates in large deals. Read More

The Verge: Amazon Abandons $1.4 Billion Deal to Buy Roomba Maker iRobot

Amazon and iRobot, the maker of the Roomba vacuum cleaners, mutually agreed to call off their planned acquisition due to regulatory scrutiny from EU regulators. Read More

CORPORATE GOVERNANCE

Bloomberg: Money Stuff: Elon Musk is Overpaid

Opinion columnist Matt Levine analyzes the ruling by Kathaleen McCormick, chief judge of Delaware's Chancery Court, against Elon Musk’s proposed pay package. Read More

IPO

CNBC: FanDuel Parent Flutter Lists on the NYSE, Challenging DraftKings as a Sports-Betting Pure Play

Flutter, the parent company of the sports betting company FanDuel, completed its secondary listing on the NYSE on Monday, writes Contessa Brewer. Read More

ESG

Reuters: Texas Bans Barclays from Local Govt Debt Business Over ESG Concerns

Texas’ Attorney General revealed that the state would no longer allow Barclays to underwrite municipal bonds after the bank allegedly failed to adequately respond to questioning from state authorities about its emissions pledges. Read More

Harvard Law School Forum on Corporate Governance: ESG Insights: 10 Things That Should Be Top of Mind in 2024

Latham & Watkins partners Paul Davies, Sarah Fortt and Betty Huber share their predictions for ESG-related regulatory trends in 2024, suggesting that companies can respond to increased scrutiny about ESG by adopting more nuanced approaches and engaging with a plurality of stakeholder perspectives. Read More

FROM OUR DESK TO YOURS

Ever since the NYC outpost of the famed Roman restaurant and deli Roscioli opened, lines have been out the door. They sell deli meats and Italian products and have an a la carte alimentari upstairs, while downstairs is a prix fixe wine pairing and dinner tasting. (They also have a private room for wine tastings and dinners.) It’s tucked away on 43 MacDougal St. around the corner from Charlie Bird and kitty-corner to King, two of our faves. GPP did the tasting this week, which for $130 per person with five courses and five wines is a New York City steal! We won’t go through the whole menu but the highlights were the carbonara paired with a 2020 Nerello Mascalese from a producer in Sicily, Vini Scirto. The other big winner of the night was the short ribs braised in Barolo wine on top of shitake mushrooms and polenta. That was paired with a wine we had never had: a 2019 Cannonau from producer Vike Vike. Cannonau is the Italian version of grenache, and the spiciness of the grenache was perfect with the short ribs. Dessert was parmigiano with drizzled 12-year-old balsamic vinegar, and yes, tiramisu. $130?!

PEOPLE MOVES

• Goldman Sachs’ co-head of Global Banking and Markets division, Jim Esposito, will retire after nearly thirty years at the firm. Read More
• Thomas Nides, a former top Morgan Stanley executive and U.S. state department official, has joined Blackstone as its vice chair. Read More
• LA-based private equity group Leonard Green & Partners tapped former Blackstone and AlpInvest Partners leaders David Fox and Garrett Hall, respectively, to lead the firm’s push into continuation funds and secondaries. Read More
• The H&M group named Daniel Ervér as its new President & CEO following the resignation of Helena Helmersson. Read More

• February 8: Latham & Watkins and Georgeson: Considerations for Your Proxy Statement and Preparing for Your Annual Meeting, Virtual
• February 13: Axios BFD, Miami
• February 29-March 1: The Conference Board’s Corporate Communications: Getting the Next Job Done, New York
• March 7-8: 36th Annual Corporate Law Institute at Tulane University Law School, New Orleans