Rising temperatures aren’t the only thing adding stress to Algonquin Power & Utilities’ operations after activist investor Starboard Value increased its voting power in the company by approximately 50%. Starboard CEO Jeff Smith joined Sara Eisen on CNBC’s ‘Squawk on the Street’ to expand on his position and renewed his request for the company to sell its unregulated renewables business to reduce leverage and improve EPS. Smith had plenty to say about Algonquin but was coy on his other investments like Salesforce where he suggested “there is more to be done” and the possibility of his next position being in the restaurant space.

Meanwhile, it’s been a tough year at Goodyear with the arrival of Elliott Management back in May who outlined a slate of demands. This week, the company settled with the activist fund and agreed to add three new Board members, expanding the size of its Board to 15. The company also said it would establish a Strategic and Operational Review Committee to maximize shareholder value creation. Reuters notes that the tire industry has been pressured over the last few years with environmental concerns and cheaper Chinese rivals. Elliott seems to think this announcement gets Goodyear on the right track towards “realizing its full potential.” 

In M&A news, GPP joined the Economic Club luncheon featuring FTC Chair Lina Khan at the University Club in midtown, and we give her and her team credit for coming into the belly of the beast of business and finance crowd to discuss the recently announced merger guidelines and other topics. Armed with facts and figures she held her own under the questioning of soon-to-be Lazard CEO Peter Orzag. There is obvious concern in the deal community that the FTC and Justice’s new tougher guidelines seem, in the words of former Treasury Secretary Larry Summers, “almost like a war on business.”

Chair Khan started by pointing out that Louis Brandeis, a famous Supreme Court Justice of the early 20^th century, conceived of the FTC in 1914 to enforce tougher antitrust laws and was an early speaker at the Economic Club of New York. It is noteworthy that she brought up Brandeis, who championed small business and was opposed to large corporations’ market power, given that Khan’s more aggressive school of antitrust theories have been dubbed New Brandeis. Peter asked about the perception that like her champion predecessor, the FTC under her “had an aversion to big business.”

She pointed out that 98% of deals get a pass without any scrutiny and said the FTC’s updated guidelines reflected the need to protect consumers. There were predictable groans sotto voce. 

Have a great weekend,

GPP Team

CNBC: Interview with Starboard Value CEO Jeff Smith

Sara Eisen of CNBC’s “Squawk on the Street” interviews Starboard CEO Jeff Smith to discuss his latest position in Algonquin Power & Utilities and how he views Salesforce. Watch Here

Reuters: Goodyear Tire to Expand Board in Settlement with Elliott

After Elliott built its stake and became one of the largest investors in Goodyear Tire & Rubber, the company announced this week that it would add three directors and establish a strategic and operational review committee. Read More

ANTITRUST

Bloomberg: FTC’s Khan Defends Antitrust Record After Microsoft-Activision Loss

On Monday, Federal Trade Commission Chair Lina Khan joined the Economic Club luncheon where she faced questions from soon-to be Lazard CEO Peter Orzag on the agencies record and recent unsuccessful challenge to Microsoft’s acquisition of Activision Blizzard. Read More

Law360: 'Losing Two Is OK,' FTC's Khan Says

Following two notable defeats, FTC Chair Lina Khan’s defended her agency’s merger enforcement effectiveness this week by citing deals abandoned on potential antitrust grounds against those approved by federal judges, reports Bryan Koenig. Read More

Cleary Antitrust Watch: FTC & DOJ Propose Radical Changes to Merger Guidelines 

Last week, the FTC and DOJ published draft merger guidelines intended to explain how regulatory agencies analyze mergers to identify potential competitive harm. According to Cleary Gottlieb, critics of these proposals point out that the guidelines rely on outdated precedents, show hostility towards mergers, introduce lower thresholds for market concentration and will generate scrutiny for vertical mergers. Read More

The Economist: Why Joe Biden’s Trustbusters Have Fallen Short of Their Ambitions

Despite some momentum on protecting consumers from unexpected fees and injunctions against non-compete clauses, the Economist writers suggest that FTC Chair Lina Khan’s tenure is facing setbacks in her mission to redefine competition law. Read More

WSJ Opinion: Antitrust Regulation by Intimidation

Gus Hurwitz (Academic Director of the Center for Technology, Innovation & Competition at The University of Pennsylvania) and Geoffrey Manne (President and Founder of the International Center for Law and Economics) look at the FTC and DOJ’s latest merger guideline revisions and argue the changes will lead to fewer companies pursuing M&A deals. Read More

ACTIVISM

Sidley Austin: How To Deal With Shareholder Activists: An Open Letter to Corporate CEOs and Founders

Derek Zaba, co-chair of Sidley’s Shareholder Activism & Corporate Defense practice, details what public company CEOs and founders can expect when dealing with an activist investor and how to prepare for activist engagement. Read More

CORPORATE GOVERNANCE

Fried Frank: Delaware Supreme Court, for the First Time, Upholds a Board Action that Has a Disenfranchising Effect on a Stockholder—and Clarifies the Standard of Review for Such Actions—UIP

In the case of Coster v. UIP, the Delaware Supreme Court established a new standard for reviewing board actions that potentially disenfranchise stockholders during contested board elections or stockholder voting related to board control. The court upheld the board's Stock Sale decision, dismissing Coster's claims. Read More

M&A & IPOs

The Wall Street Journal: FOMO Drives Investors as IPO Market Awakens from Long Slumber

Corrie Driebusch writes that investors are becoming less fearful about losing money on public offerings and are now worrying about missing out on an IPO market with newfound momentum. Read More

The New York Times: Altice USA Said to Be Considering a Sale of Cheddar News

Lauren Hirsch and Benjamin Mullin report that the cable company Altice USA, which bought Cheddar News –billed as the “CNBC for millennials”, for $200 million in 2019, has now hired Goldman Sachs to help explore strategic alternatives, including a potential sale of the network.  Read More

ESG

Harvard Law School Forum on Corporate Governance: Global Compliance Risk Benchmarking Survey: ESG

A new survey by White & Case reveals that defining ESG remains a challenge for more than one third of companies. Unsurprisingly, public companies and those with dedicated ESG resources appear to have a better understanding and implementation of ESG measures. Read More

Fortune: There Were Even More ESG Shareholder Proposals This Proxy Season Than last year – Here's Why Investor Support for Them Tanked

Fortune’s Lila MacLellan looks at data from this year’s proxy season indicating that shareholders were far more selective and less supportive of ESG proposals compared to last year. Read More

FROM OUR DESK TO YOURS

Lunch & Learn

This week, we were honored to welcome communications veteran and longtime client Selim Bingol to our new office on the 6^th floor of 485 Madison to give his behind-the-scenes view on the crises, projects and deals he’s worked on over his storied career. Most recently, Selim was senior vice president and chief communications officer at Duke Energy. In prior roles Selim served as senior vice president of global communications at General Motors and senior vice president of corporate communications at AT&T, where we first met Selim. Selim provided wisdom and great career advice to our firm including our crack interns, noting that he started at the bottom rung in Washington, D.C. and ended up running comms for three world-class companies.

GPP had dinner at a place long on our list, Kjun, a super original Korean-Cajun restaurant started by former Top Chef host Jae Jung. As she calls herself Seoul born, NOLA trained, NYC refined, her tiny joint on 39th Street between Lex and Third Avenue seats no more than 20 and has a BYOB policy but packs a powerful punch. With Dr. John and Professor Longhair crooning in the background, Kjun has one of the most original menus in New York--Okra kimchi, Japchae Boudin balls, Kimchi Jambalaya, and much more. We started with cornmeal fried oysters with pickled watermelon rind, the Boudin balls, and for our main had Seafood Jajangmyeon. This was sweet potato starch noodles with fermented black bean sauce with squid ink, and fresh seafood. It was silky smooth and had a unique mix of flavors and textures. Because it was BYOB, we paired this with a Grgich Hills Chardonnay. They’re also open for lunch. No resy or Opentable, just check their Instagram for the phone number and text for a reservation! (347-675-8026)

PEOPLE MOVES

• Gap announced that Richard Dickson, Mattel President and Chief Operating Officer, will join as CEO at the end of August. Read More

• Alphabet's CFO, Ruth Porat, has been promoted to the newly created role of President and Chief Investment Officer. Read More

• Guy Hands will step down from his role as Chairman and Chief Investment Officer of the UK private equity firm Terra Firma Capital Partners. Read More

• The Wall Street Journal has hired Walden Siew to be the new bureau chief of CFO Journal. Read More

• July 31: The Stanford Rock Center for Corporate Governance: Race, Religion, and the Corporation: What Could Possibly Go Wrong?, Virtual 

• September 11-13: CII Fall 2023 Conference: Next Frontiers in Governance, Long Beach, California 

• September 28: Delivering Alpha Investor Summit, New York, New York