It was a busy week in the world of boards and governance as two high-profile board members stepped down, while a third got his wings clipped by a Delaware Chancery Court that continues to frustrate control shareholders.

Oprah disclosed Thursday that she is stepping down from the Board of Directors of WW International, formerly known as Weight Watchers and donating her shares to a museum, sending the stock down 25%. Meanwhile in pizza-land, Papa John’s announced that Shaq is stepping down from its board. Shaq definitely had better timing than Oprah, as shares of Papa John’s rose on strong results.

In other governance news, the Delaware Chancery Court ruled that stockholder agreements Ken Moelis inked with his eponymous company violate Delaware law because the shareholder agreement neutered the roles and responsibilities of independent directors. It could have been sidestepped if the powers that Moelis wanted were embedded in the charter versus a stockholder agreement. In his reporting for The Deal, David Marcus quoted one lawyer who noted that situations like this are "very much unsettling to practice...and people are scrambling to find solutions.”

The corporate governance and activism circuit is well underway. GPP’s own Lauren Odell kicked things off yesterday at The Conference Board’s Corporate Communications: Getting the Next Job Done Event and talked about the role of employee communications during high-stakes situations like M&A and proxy fights. Also this week, we got proxy season predictions from Freshfields, PJT Partners and Innisfree.

Next week, of course, many of us will travel down to New Orleans for the Tulane Corporate Law Institute annual confab, while others will be in D.C. for the CII Spring 2024 Conference. GPP will provide on-the-ground reporting and will disclose the results of our survey about dealmakers’ favorite New Orleans restaurants.

Have a great weekend,

GPP Team

Reuters: Disney Goes on the Offensive in Proxy Battle with Activist Nelson Peltz

Dawn Chmielewski reports on the point-by-point refutation Disney published on Tuesday in response to claims made by activist Nelson Peltz and Trian Fund Management in their ongoing proxy contest. Read More

Financial Times: What is the Point of Proxy Fights?

In a new opinion piece, Puck’s William Cohan critiques the effectiveness of proxy fights, emphasizing that they are expensive, divisive and often accomplish very little. Read More

Financial Times: Elliott Management Named in Suit Blasting ‘Sweetheart’ Activist Deal

A co-founder of Crown Castle filed a lawsuit against Elliot Management, arguing that the company had agreed to a “sweetheart” settlement deal with the activist in exchange to avoid a potential proxy battle, reports Sujeet Indap. Read More

Bloomberg Law: SEC Measure Regulating Proxy Advisory Firms Declared Invalid

Martina Barash and Andrew Ramonas break down Judge Amit Mehta’s recent D.C. District Court ruling that the SEC acted “contrary to the law” when it expanded its definition of “solicit” and “solicitation,” underscoring the growing influence of proxy advisory firms such as ISS and Glass Lewis on voting matters. Read More

The Wall Street Journal: Norfolk Southern Seeks to Thwart Activist with New Board Picks

All engines go. Lauren Thomas reports that railroader Norfolk Southern has revealed a full slate of 13 new directors amidst its ongoing proxy battle against activist Ancora Holdings. Read More

CORPORATE GOVERNANCE

Sidley Austin: A Reminder of Board Primacy: Delaware Court of Chancery Invalidates Stockholder Agreement Provisions Encroaching on Board-Level Decisions

Partners at Sidley outline Chancery’s decision last week that could impact limits on board director decision-making. Read More

Money Stuff: The Board of Directors Is in Charge

Bloomberg’s Matt Levine looks at the recent decision from Vice Chancellor Travis Laster of the Delaware Court of Chancery in a case that ruled against Ken Moelis and his shareholder agreement with Moelis & Co. due to the limits it placed on the roles and responsibilities of independent directors. Read More

Sullivan & Cromwell: Delaware Court Declines to Enjoin Corporation’s Move to Nevada, but Allows Claim for Damages to Proceed

Sullivan & Cromwell reviews the Delaware Court of Chancery’s recent ruling in the "Palkon v. Maffei" case, allowing the company to move its incorporation from Delaware to Nevada. Read More

ANTITRUST

The Deal: FTC Complaint Slams Kroger Divestiture Package

David Hatch notes that as part of the FTC's decision to challenge the proposed Kroger-Albertsons combination, government regulators dismissed any possibility of Kroger divesting some of its stores, with regulators arguing the divestitures would not sufficiently replace lost competition from the deal. Read More

Knowledge at Wharton: Why Breakups Aren’t the Best Way to Curb Tech Monopolies

University of Pennsylvania professor Herbert Hovenkamp argues that antitrust regulators should seek to pursue injunctions against big tech companies rather than attempting to break them up in pursuit of strong market competition. Read More

ESG

Axios: What an SEC Rule Change Says About the Climate Fight

The SEC is reconsidering its plans to require companies to report Scope 3 emissions from their supply chains and end users, writes Kia Kokalitcheva, highlighting the ongoing reassessment on environmental issues amid increasing political backlash. Read More

Fortune: Exxon CEO Darren Woods Defends Lawsuits Against Climate-Minded Activist Investors Who are ‘Advancing an Ideology’

Speaking on Fortune's Leadership Next podcast, Exxon CEO Darren Woods defended his company's decision to sue climate-focused activists over their efforts to change Exxon's climate proposals. Read More

The Wall Street Journal: Sustainable Business: Companies Say Push to Decarbonize Comes from Their Own Boards

Yusuf Khan details new data from the law firm Ashurst revealing over 75% of U.S. business leaders say that pressure to reduce carbon footprints is coming mainly from their own corporate boardrooms. Read More

FROM OUR DESK TO YOURS

GPP took in the new show about African American art at the Metropolitan Museum of Art called the Harlem Renaissance. It is a must-see for New Yorkers and visitors alike, so don’t miss it.



Of all the gin joints in all of the neighborhoods of New York, what are the chances that 50% of the partners at a strategic communications firm end up at the same restaurant on a Saturday night? If the restaurant is Foxface, chances are good. Yes, they have kangaroo tartar, yes, they have New Zealand snapper, and yes when you go from the Upper West side to Alphabet City, you feel elderly. But the service and hospitality are great, and the wine list is plentiful without being overwhelming. We went with a pinot gris—grauburgunder in German—from Philip Lardot of the Mosul that almost had a rosé hue to it.

What mole? In honor of the late, great Richard Lewis, we leave you with a classic clip from Robin Hood Men in Tights.

PEOPLE MOVES

• Former JPMorgan Head of Global Investment Banking, Viswas Raghavan, will join Citigroup as Head of Banking and Executive Vice Chair beginning in June. Read More

• Luke Bradley-Jones has been named President and Managing Director of The Economist. Read More



• Bloomberg has hired Pamela Barbaglia as a European M&A reporter. Barbaglia previously was with Reuters Breakingviews as a columnist. Read More

• Omar Faruqui, Barclays’ Co-Head of M&A for Europe, Middle East and Africa, has been named the Director General of the UK Takeover Panel, which is responsible for local deal activity. Read More

•  March 1: Apollo’s webcast on Climate Investing, The Fed, and The 2024 Election 

• March 4-6: CII Spring 2024 Conference, Washington, D.C.  

• March 7-8: 36th Annual Corporate Law Institute at Tulane University Law School, New Orleans