Musk Likes November, While Activist Investors Eye September  

Like many students making last-minute preparations before the start of school, Elon Musk and his team want more time and a chance to make edits. Specifically, Musk filed to amend his countersuit to include Peiter “Mudge” Zatko’s whistleblower complaint and push the trial from October to November. Musk and his team are trying to make the argument that the whistleblower complaint has severe consequences to the business constituting a “material adverse effect.”  


DealBook goes through how the whistleblower complaint could change the case, including a new federal securities fraud lawsuit against Twitter. This would be a higher bar to clear and could anger the Delaware Court of Chancery, where Twitter is not Musk’s only pending case. Other commentators, like Bloomberg’s Matt Levine also believe Musk has an “uphill climb”—mainly because he has yet to prove his central argument about bots and the fact that the agreement said nothing about bots. All eyes will be on how Chancellor Kathaleen McCormick rules on the latest.  


Shifting gears. Along with football, apple pie and grape harvest, September brings the long-awaited universal proxy rules that go into effect. Practitioners and others are weighing in and gearing up, as Bloomberg’s Scott Deveau interviewed experts such as Scott Winter, managing director at proxy solicitation firm Innisfree M&A, who noted how proxy contents will become “significantly more affordable.” In a Breakingviews piece, Lauren Silva Laughlin agrees cheaper campaigns will make it easier for activists to nominate directors, however, she argues it still comes down to the CEOs leadership.


Kai Liekefett, partner and chairman of the shareholder activism practice at Sidley Austin takes this a step further calling the new rule a “disaster for Corporate America” and the most dramatic rule change for proxy contests in a generation. To help navigate these changes, Sidley Austin launched its Universal Proxy Card Resource Center to offer guidance as this continues to evolve.  


Meanwhile, Monday started with an activist investor showdown between Zendesk and one of its investors, Light Street Capital. In its letter to Zendesk’s board, Light Street said it would vote to reject a proposed $10.2 billion take-private deal and expressed the need for a new CEO. Light Street founder Glenn Kacher joined Scott Wapner on CNBC’s Halftime Report to discuss, but had a less confrontational tone, praising the current CEO and private equity saying, “we respect [Zendesk CEO] Mikkell” and “we’re big fans of private equity.” 


Zendesk fired back at Light Street’s proposal, calling it weak compared to the take-private deal, and saying it would result in “uncertain value and an increase in operation, financial and governance risk.” 


Have a great Labor Day weekend, 

GPP Team 


Wall Street Journal: Elon Musk Seeks to Add Whistleblower Complaint to Case for Scrapping Twitter Deal 

Cara Lombardo and Sarah Needleman share the latest on Twitter/Musk drama and how he will incorporate Zatko’s arguments into his legal strategy for the trial. This comes after he sent a second termination letter asking to delay the trial until November. Read More 

DealBook: How a Whistleblower Could Help Elon Musk in His Case Against Twitter 

How will Peiter “Mudge” Zatko and his whistleblower complaint change Musk v. Twitter? DealBook takes a look at the possibilities and why it might be hard to change the scope of the case. Read More 

CNBC’s Squawk Box: Activist Investors Cheer New Vote-Splitting SEC Rule 

Kai Liekefett of Sidley Austin joins CNBC to discuss the implications caused by the changes to universal proxy. Liekefett believes activist investors will be popping champagne as the likelihood of more proxy fights increases. Watch Here

Reuters’ Breakingviews: CEOs, Not Proxy Cards, Are What Fuel Activists 

With the SEC’s new universal proxy rules taking effect this week, Reuters’ Lauren Silva Laughlin outlines the potential impacts the change will have on activist investing, pointing out that CEO performance will remain a top consideration for activist targets. Read More   


Harvard Business Review: Managing Shareholders in the Age of Stakeholder Capitalism 

Mark DesJardine and Wei Shi make the case that supporting stakeholder-centered strategies diminishes the power of activist investors to implement changes focused on short-term profit. Read More 

Wall Street Journal: Ryan Cohen’s Bed Bath & Beyond Stock Sales Highlight Gray Area in Disclosure 

Dave Michaels reports on the potential grey areas in Ryan Cohen’s sale of his BBBY stock in August and how he may have sidestepped SEC guidelines. Read More

Odd Lots: Neel Kashkari on the Fed’s Commitment to Defeating Inflation 

Minneapolis Fed President Neel Kashkari joins Bloomberg's Joe Weisenthal and Tracy Alloway to explain why he is happy investors are reacting the way they are following Fed Chair Jerome Powell’s Jackson Hole speech. Listen Here 

Financial Times: Richemont Feels the Breath of Activist Investors on Its Neck 

Despite Richemont’s dual-class shareholding structure, the luxury goods holding company is feeling the pressure of activist hedge fund Bluebell Capital PartnersRead More 


Financial Times: Companies Attack Texas Over ‘Politicized’ ESG Blacklist 

Financial institutions included in last week’s list of companies banned from doing business with Texas are criticizing the Comptroller for using an “arbitrary” method for developing the list, not communicating and further politicizing ESG investing. Read More 

Wall Street Journal: Nasdaq Board-Diversity Rule Takes Center Stage in Court Battle 

Two conservative groups claimed in federal court that corporate diversity rules enacted by Nasdaq for listed companies, and approved by the SEC, are discriminatory and violate the U.S. Constitution. Read More 

Bloomberg: Conservatives Are Mastering the Art of the Proxy Ballot to Fight ESG 

Following the increased number of ESG-related measures making their way on to corporate proxy ballots, conservative groups are increasing their efforts to make proposals that counter what they view as ballot measures catered to the ‘left’. Read More  

Knowledge at Wharton: How to Confront the Anti-ESG Campaign 

Vice Dean and Faculty Director of Wharton’s ESG Initiative Witold Henisz lays out a compelling perspective that argues the anti-ESG movement is using “the classic playbook of disinformation and propaganda” to discredit ESG investing and ways to mitigate the impact. Read More 


To most, Labor Day and back-to-school marks the end of summer. The team at GPP over the last two weeks made the most of the final days of August by working remotely and travelling to hot spots like Portugal, Mexico, upstate New York and other destinations to catch some sunlight in between calls and adventure after hours. Next week, we will be back in Midtown and in-person with our colleagues but until then, some of us will be stopping by Bryant Park for the final performance in the park’s summer picnic series and adventuring to Coney Island for the final fireworks show of the season. 


Tired of the heat? No sweat. Log some couch time and watch the highly anticipated Lord of The Rings: The Rings of Power premiering today on Prime Video. Initial reviews call the series bold, ambitious, and full of grandeur, according to Rotten Tomatoes. Though perhaps more unbelievable than the flying dragons and special effects is the price tag. At roughly $715 million for season 1, Rings of Power makes HBO’s House of the Dragon cost of $200 million look like peanuts!  


  • Following Howard Schultz return as interim CEO of Starbucks, the company has named Laxman Narasimhan as its new CEO. Laxman comes from consumer goods company Reckitt and before that served in various roles at PepsiCo. Read More


  • Garry Tan, former partner at Y Combinator and co-founder of Initialized Capital, will rejoin the firm as Y Combinator’s CEO. Read More  


  • Niket Rele, former partner at Reed Smith, joined Arnold & Porter as an M&A partner in New York. Read More 


  • Krystal Hu will be internally transitioning away from the finance team and joining the tech team at Reuters next month, focusing on tech financing and venture capital. Read More 

September 12-16: Goldman Sachs Communacopia & Technology Conference 

September 15, 2022: The Deal Awards 2022

September 28, 2022: CNBC Delivering Alpha

October 18, 2022: 13D Monitor Active-Passive Investor Summit

October 26, 2022: Axios BFD 

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