CEOs are in the hot seat this week, as activists increase pressure on companies to fire up the musical chairs in the C-suite and boardroom. First up: Masimo’s founder and CEO Joe Kiani announced that he is leaving the company following multiple proxy fights and legal battles between the medtech company and activist Politan. Kiani’s departure comes a week after Masimo’s annual meeting, where Politan added two more seats, ousting Kiani from his board position and effectively gaining control of the board. Still up in the air: the fate of nearly 300 Masimo engineers and the company’s COO, who all threatened to resign if Kiani lost his position in the company.

Southwest’s contest with Elliott continued to heat up this week, as the activist reiterated its calls for CEO Robert Jordan to step down. Ahead of its investor day on Thursday, Southwest announced a slew of changes, including adding extra legroom seats and initiating partnerships for international destinations. Jordan said during a live CNBC interview that “there’s been no meaningful conversation…we’ve asked to interview their slate of board members and they’ve said no.” Jordan added that “for Elliott to come out and say the plan is rushed and hasty, to me is just inane.”

Because this is a corporate governance and activism newsletter, we suggest getting your ticket to the upcoming Active-Passive Investor Summit at The Pierre Hotel on October 22. For over 15 years the summit has brought together a leading group of heavy-hitting investors, advisors and corporate governance experts and this year looks to be no different. 

Have a great weekend,

GPP team 

The Deal: Ex-Comtech CEOs Seek Board Control

Ron Orol reports on former Comtech CEOs Michael Porcelain and Fred Kornberg, who together hold a 7.7% stake in the telco, and their attempt take over control of the  company after launching a dissident eight-person slate. Read More

Harvard Law School Forum on Corporate Governance: 13F Rulemaking Petition

The Society for Corporate Governance, the National Investor Relations Institute (NIRI) and NYSE Group have jointly petitioned the SEC, requesting that it change 13F disclosure rules and reduce the 45-day filing period to no more than five business days. Read More

CNBC: Nelson Peltz’s Trian Takes Board Seat at Pest Control Maker Rentokil

Trian partner Brian Baldwin will join the board of London-listed Rentokil three months after the activist built a 2.3% stake in the company. Rohan Goswami writes that Baldwin will join the nominating and compensation committees of the company. Read More

CORPORATE GOVERNANCE

Financial Times: Governance Watchdogs Take Fright as ‘Zombies’ Stalk US Boardrooms

Patrick Temple-West looks at “zombie” board members or directors who have failed to win at least 50% support from shareholders yet remain on their company’s board. Read More

Shareholder Primacy: TripAdvisor, Shareholder Proposals

Tulane Law professor Ann Lipton and activist investor Michael Levin discuss Tripadvisor’s reincorporation from Delaware to Nevada and look at the differences between the two states’ corporate law. Listen Here

Time: Why Top CEOs Tell Us They Are Optimistic About the U.S. Economy

A survey of nearly 60 CEOs who attended last week’s Yale CEO Caucus reveals that 84% believe the U.S. economy is on track for a soft landing due to strong economic growth, low unemployment and declining inflation. Read More

M&A

Financial Times: Big Corporate Predators Bolster Global M&A Market

Maria Heeter and Ivan Levingston cover the uptick in megadeals and the growing optimism that big companies are stepping off the sidelines to pursue larger acquisitions. Read More

Bloomberg: JPMorgan Says Global Firms Keen to Grow in India via M&A, IPOs

Bloomberg reporters write that JPMorgan’s Navin Wadhwani says global strategics are increasingly looking toward India as a hotspot for dealmaking activity. Indian insurance and banking companies have attracted the most interest from dealmakers. Read More

Axios BFD: Sanofi Gets PE Bids for Consumer Health Unit

Dan Primack reports that French pharmaceutical giant Sanofi received binding offers for its consumer health arm from buyout shops Clayton Dubilier & Rice and PAI Partners valued at $16 billion. If attained, it would be the second largest sponsor deal of the year. Read More

ANTITRUST

Axios: Inside the DOJ Allegations Against Visa

On Tuesday, the U.S. Justice Department filed an antitrust lawsuit against Visa, accusing the company of maintaining a monopoly in debit transactions by suppressing competition and imposing higher fees on merchants. Read More"

FROM OUR DESK TO YOURS

On Tuesday, GPPers headed to Chelsea Piers to participate in Exhale to Inhale’s 6^th annual gala, honoring Tarana Burke, founder of the #MeToo movement, and the Kate Spade New York foundation. 

Exhale to Inhale empowers survivors of domestic violence and sexual assault through the healing practice of trauma-informed yoga, while helping communities develop the skills to support them. The team enjoyed cocktails, hors d'oeuvres, and a silent auction to support this worthy cause while learning about the power of body-based healing tools. 

We are so proud of GPP partner Vanessa Esparza, President of Exhale to Inhale’s Board of Directors, who presented this year’s Voice of Courage award to Tarana for her survivor advocacy. The team was humbled to hear Burke speak, and we were privileged to be a sponsor of the event.

PEOPLE MOVES

• Bettina Orlopp will succeed Manfred Knof as the next CEO of Commerzbank. Orlopp will lead the German bank as it anticipates a possible takeover by Italy’s UniCredit. Read More
• Richard Holtum will become the next CEO of Trafigura, effective from the start of 2025. Holtum is replacing Jeremy Weir, who will stay on as chairman. Read More
• Bianca Levin-Soler has joined Paul Weiss as a partner in its M&A and private equity groups. She was previously a partner at Ropes & Gray. Read More
• Chicago-based buyout shop Madison Dearborn Partners named Vahe Dombalagian the firm’s managing partner. Read More

• October 4: Federal Reserve Bank of New York: The Future of New York City Conference, New York
• October 4: Fresco Friday Fall Fest, New York   
• October 8: Due Diligence Live, London
• October 22: 13D Monitor Active-Passive Investor Summit, Manhattan 
• November 12-13: 2024 Berkeley Fall Forum on Corporate Governance, San Francisco

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