Mouse Roars as Peltz Withdraws  

For deal hounds, it does not get more dramatic than the made-for-TV moment yesterday morning. After a series of strategic announcements and strong earnings issued Wednesday night by The Walt Disney Company, CEO Bob Iger sat down with David Faber at Disney’s HQ Thursday morning for an extensive interview in which Mr. Iger discussed Disney’s restructuring, its path to streaming profitability, future plans and the proxy fight with Nelson Peltz.


When the interview was over, David turned it over to co-anchor Jim Cramer, who had Nelson Peltz on the phone live. “The proxy fight is over,” Mr. Peltz declared. (We screamed a little.) As he told Lauren Thomas at the Wall Street Journal “he [Bob Iger] said all the things that we would want him to do.”


The New York Times’ Lauren Hirsch and Brooks Barnes reported that with Iger back at the helm, Disney says it is focused on shareholder value, succession planning and a successful future. Iger, for his part, is solidifying his “mythology as one of corporate America’s most iconic CEOs,” according to Bloomberg’s Beth Kowitt.


Outside the gates of the Magic Kingdom, activists are piling into Salesforce like private planes in the Phoenix airport this weekend. It has been reported that Third Point’s Dan Loeb has now entered the stock, though the size of the stake and potential demands on the company remain unclear. For those keeping score, Third Point is now the fifth major activist in Salesforce. The nomination window is open Feb. 12 – March 14, and at this rate, there will be enough activists to fill a roster for the March Madness Tournament.


M&A is getting out of the doldrums and bear-hugs are done hibernating. Newmont, the world’s largest mining company, kicked things off with the priciest takeover bid of 2023 after offering $17 billion for Newcrest Mining. The next day, the largest self-storage company, Public Storage, unveiled its $11 billion hostile bid for Life Storage – the fourth biggest player in the industry. 


With all this deal activity in less than a week, Axios’ Dan Primack notes that the Biden administration’s aggressive approach to antitrust has resulted in a new normal for dealmakers: any deal in any industry can expect some level of scrutiny. However, more eyeballs hasn’t translated into more wins for the FTC and DOJ. Just last week, the FTC suffered another blow after a judge sided with Meta in the acquisition of virtual reality fitness app maker Within Unlimited.


On the other hand, a more coordinated approach among U.S. regulators and certain global antitrust enforcers is proving effective in Microsoft’s attempt to acquire Activision. On Wednesday, the UK's Competition and Markets Authority provisionally concluded that the deal could harm consumers. Previously, the European Union’s antitrust authority also announced it was reviewing the deal, meaning the FTC had enough time to sue in its own administrative court instead of the typical move of first blocking the deal in federal court. Lawyers and dealmakers are watching closely as this more tactical approach among regulatory agencies will make mega deals that much harder. 

Have a great weekend, 

GPP Team 


Squawk on the Street: Disney CEO Bob Iger Says He Prefers to Stay Only Two Years, Calls Streaming ”the Future” 

In a wide-ranging interview, CEO Bob Iger tells CNBC’s David Faber that he plans to stay in his role for no longer than two years, granting the company’s Board time to find a successor. Watch Here 

DealBook: Bob Iger’s Turnaround Plan Takes Shape

Disney CEO Bob Iger’s plan to shrink and reorganize the company is paying off and appears to have rallied investors, most notably Nelson Peltz who called off the proxy fight immediately following Mr. Iger’s interview with David Faber. Read More

Wall Street Journal: Third Point Has a Stake in Salesforce 

Laura Copper and Lauren Thomas report that Salesforce continues to face mounting pressure after Dan Loeb‘s Third Point piles into the stock. Read More 

Wall Street Journal: Public Storage Bids for Rival in Unsolicited $11 Billion Offer

As first reported by the Wall Street Journal’s Lauren Thomas, market leader Public Storage made a hostile bid worth $11b for Life Storage, the fourth largest player in the market. Read More

DealBook: Microsoft’s Activision Deal Tests a New Global Alignment on Antitrust 

While Microsoft's proposed $70b acquisition of Activision Blizzard has drawn antitrust scrutiny from the get-go, the DealBook team details a new obstacle to regulatory approval – agencies from around the world working together. Read More 


Harvard Law School Forum on Corporate Governance: Outlook for Activism in 2023 

The latest memo from Cleary Gottlieb looks at trends to expect in activism this year, including anticipation of another busy year for activists taking advantage of the Universal Proxy. Read More

CEO Daily: Shareholder Activism Is on the Rise — But More Actions Are Failing Due to Their ‘Lower Quality 

Fortune’s Alan Murray takes a look at the activist landscape and examines how campaigns have shifted in recent years, oftentimes favoring quantity over quality. Read More

Financial Times: How Elliott Became the McDonald’s of Activism 

Jonathan Guthrie explores how Paul Singer’s Elliott Management has become a household name in the activist space, examining the firm’s streamlined processes and leadership structure. Read More 

Financial Times: ‘You Can’t Be Half Pregnant’: Why Rothschild is Calling Time on the Public Market 

A deal to take the Rothschild family’s investment bank private has officially been launched by the current family patriarch, Alexandre. Read More  

McDonald’s Decision

Cadwalader: The Ramifications of The Delaware Court of Chancery’s McDonald’s Decision – Beyond Holding That Caremark Oversight Obligations Apply to Corporate Officers 

In a memo to clients and friends of the firm, Cadwalader draws the correlation between the Delaware Chancery Court’s decisions in the Caremark and McDonald’s cases and the impact on fiduciary duties of corporate officers. Read More 

Davis Polk: Delaware Court of Chancery Holds for the First Time That Duty of Oversight Applies to Officers 

In their latest memo, attorneys from Davis Polk analyze the Delaware Chancery Court’s decision that explicitly expands upon the notion that executives are obligated to defend their companies from risk in the same manner as directors. Read More 


ESG in 2023: Politics and Polemics 

David Katz and Laura McIntosh pen a piece that dissects the implications of new ESG reporting mandates as well as the ever-increasing rate of polarization, criticism and scrutiny the acronym has come to represent. Read More

MIT Sloan Management Review: ESG Is Going to Have a Rocky 2023. Sustainability Will Be Just Fine. 

Andrew Winston discusses ESG’s outlook in 2023. Namely, he looks at how the ESG label has been contorted, mislabeled and inaccurately characterized as an extension of politics. Read More 


One thing we’re loving here at GPP is The Closer, a new podcast from Project Brazen and hosted by Aimee Keane. In each episode of the new series, Keane, an award-winning financial journalist who launched the Financial Times’ Behind the Money podcast, dives into the palace intrigue of the biggest M&A deals in history and their impact on society. In the first episode, hear how the 2013 tie-up of American Airlines and U.S. Airways came to be from Sara Nelson, a former flight attendant who ascended the ranks of the Association of Flight Attendants to eventually lead the labor union as its international president. 


Looking for a good book? GPPers will be reading The Profit Motive: Defending Shareholder Value Maximization, the latest intrigue from UCLA law professor and author Stephen Bainbridge. The book looks at the relationship between corporations and society, and balancing corporate purpose with maximizing shareholder value. Bainbridge argues “that shareholder value maximization is not only required by law, but what the law ought to require.” Happy reading!


  • Private equity giant Carlyle Group has found its new CEO. Former Goldman Sachs executive Harvey Schwartz will take the reins from interim CEO and Co-Founder Bill Conway. Read More 

  • Bill Anderson will become the new CEO of pharmaceutical company Bayer. The company had been under activist pressure to appoint new CEO. Read More 

  • Tom Kingsbury is now permanent CEO at Kohl’s after leading the company as interim CEO since December. Read More 

  • Sebastian Alsheimer is joining Wilson Sonsini to help lead its shareholder activism practice. Alsheimer previously worked for activist firms Elliott Management and Starboard Value. Read More 
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