Not everyone is feeling the holiday cheer, especially Jonathan Litt, CIO of Land & Buildings Investment Management, after revealing he is unamused with Six Flags’ current strategy. Litt is calling for the company to sell or spin off its real estate – a familiar tactic from 2015 when he successfully called for MGM to split into a separate real estate trust and hotel management company. Six Flags will have its hands full going into the new year already feeling the pressure from H Partners Management, the company’s largest shareholder, which has a seat on the board and recently amended its cooperation agreement.

Another activist situation we are watching involves Follow This, an environmentally focused fund, who submitted motions co-sponsored by investors with a collective $1.3 trillion in assets to BP, Shell, ExxonMobil and Chevron. The fund is calling for the oil consortium to set clearer emission reduction targets to be achieved by 2030. This latest effort is an extension of recent attempts by investors to hold Big Oil accountable in hitting emission targets, in particular scope 3 emissions, to combat climate change.

Meanwhile, antitrust lawmakers wasted no time during the holiday season setting the stage for an eventful 2023. Following the news that the FTC plans to sue Microsoft over its proposed $75 billion acquisition of Activision Blizzard, Microsoft hinted it will challenge the commission due to its belief that it will not hamper competition. Gamers appear to stand with the FTC, with a group of them in California also filing suit. If the gaming industry is any indication for other industries in the New Year, dealmakers will have to buckle up.

It’s fitting that we bookend the year with a look at the latest Musk Twitter governance conundrum. In true Musk fashion, the soon-to-be-former CEO of Twitter polled his 122 million followers to determine whether he should step down as CEO. A majority voted “yes", and the seemingly populist CEO is abiding by the results as he announced he will resign once he finds a successor.

This will be welcome news to the investor base of Musk’s neglected brainchild, Tesla. With Twitter occupying Musk’s attention, Tesla has become the target of policymakers’ and investors’ ire. Senator Elizabeth Warren wrote to the Tesla Chairman slamming Musk and the board for failing in their “legal duties” following the Twitter deal. Meanwhile, Tesla shareholder Ross Gerber of Gerber Kawasaki Wealth Management, joined other investors in criticizing the Tesla board and calling for governance changes.

Thank you for reading this year! The newsletter will break next week and resume in the new year.

Happy holidays,

GPP Team

Wall Street Journal: Activist Urges Six Flags to Monetize Its Real Estate

Jonathan Litt’s Land & Buildings Investment Management has taken a roughly 3% stake in the parent company of Six Flags theme parks and is calling for the separation of its real estate and parks businesses. Read More

New York Times: Elon Musk Says He Will Resign as Twitter C.E.O. When He Finds Successor

After polling his more than 122 million followers to determine his future as Twitter CEO, Elon Musk announced he will step down as CEO of the social media company after identifying a successor. Read More

CNBC: Sen. Warren warns Tesla chair that Musk and the board may have failed in legal duties since Musk bought Twitter

Sen. Elizabeth Warren wrote to Robyn Denholm, chair of Tesla’s board, with concerns that Elon Musk and the board have failed in their legal duties to shareholders following the Twitter deal. Read More

Bloomberg: Musk Lashes Out at Unhappy Investor as Tesla Shares Retreat

Musk and long-time Tesla investor Ross Gerber, CEO of Gerber Kawasaki Wealth Management, traded barbs on Twitter over the investor’s calls for governance changes following a decline in Tesla's stock price. Read More

Bloomberg: A Return to $5 Trillion? Dealmakers’ Predictions for 2023

Hear from some of the industry’s biggest dealmakers on how 2023’s deal market may be characterized. Though most expect overall M&A activity to increase, wariness remains about IPOs. Read More

Wall Street Journal: Amazon Agrees to Settle EU Antitrust Cases, Avoiding Fines

In order to continuing serving European customers, Amazon has settled with the EU in two antitrust cases. As a result, Amazon will need change the way it does business with third-party sellers in Europe. Read More

Axios: Worker Strikes Surged in 2022

Emily Peck reports on the significant uptick in worker strikes over the past year. Catalyzed in large part by low unemployment figures and a string of labor wins, professionals from a range of different industries participated in one way or another. Read More

Financial Times - Lex Newsletter: Watchdogs Will Intensify Attack on Wall Street in 2023

As the Biden Administration continues to follow through on promises to increase regulatory scrutiny, 2023 looks poised to continue the trend. Read More

Reuters: EU Opens Antitrust Probe Into Broadcom’s $61 bln VMware Bid

After conducting an initial investigation, the EU has opened an in-depth investigation into Broadcom’s proposed acquisition of VMware, claiming it will lead to higher prices, quality issues and decreased innovation for enterprise customers. Read More

Financial Times: Private equity’s debt tower is teetering

Private equity’s typical “buy, fix, sell” model is becoming more complex as funds are now riddled with debt, according to Helen Thomas, which may lead to quicker consolidation. Read More

PricewaterhouseCoopers: Private equity slowdown a chance for innovation

In this piece, the British consulting giant discusses how private equity firms, who have seen a sharp decrease in investing and overall activity in the latter half of 2022, will navigate the deals market in 2023. Read More

ESG NEWS

Harvard Business Review: 2022: A Tumultuous Year in ESG and Sustainability

Andrew Winston recaps 10 critical ESG Stories from 2022 that includes how “elections changed the trajectory of sustainability, why ESG investing became a hot-button issue, and the rising importance of increased transparency.” Read More

Wall Street Journal Opinion: ESG Won’t Stop the FTC

FTC Chair Lina Khan pens an op-ed in the Journal outlining how and why the regulatory body which she leads will still challenge M&A transactions even if it’s approving of its “ESG impact.” Read More

Fast Company: The secret money fueling the conservative anti-ESG push

Adele Peters discusses the anti-ESG movement fueling the increasing political polarization of ESG, which she reports is being funded by a small group of conservative activists, billionaires and nonprofits. Read More

Harvard Law School Forum on Corporate Governance: Dynamic Disclosure: An Exposé on the Mythical Divide Between Voluntary and Mandatory ESG Disclosure

Professor Lisa Fairfax of UPenn School of Law argues that voluntary ESG disclosure remains very important even as the SEC has proposed rules mandating ESG disclosure, because of it both supplements mandatory disclosure and helps to support mandatory disclosure. Read More

Bloomberg: Vanguard Exit Has Lawyers Mapping Out Wall Street’s Top ESG Risk

According to some lawyers advising asset managers, GOP efforts to pressure financial institutions that are pro-climate and ESG will have little impact on them despite Vanguard’s recent departure from the Net Zero Asset Managers initiative. Another, more salient concern includes an effective climate strategy. Read More

FROM OUR DESK TO YOURS

This week’s From Our Desk to Yours is a little different than usual. Instead of adding to your already surely inundated plate of holiday well-wishes, we opted for some retrospection. We've highlighted the three most read editions of our weekly newsletter from this past year.

1. DealBook Was Standing Room Only, Except the Man in the Bahamas Was Sitting

• Published on December 2, this edition focused on the NYT DealBook Summit, anti-trust scrutiny arising over Twitter, and BlackRock’s retail voting decision.

2. Blue Rings Bell on Fink’s ESG Agenda

• Our insights from the week of December 9, it focused primarily on Bluebell Capital’s activist foray against BlackRock, as well as the collective takeaways from the Business Roundtable.

3. “Wait Is This the Twitter Trial?”

• It’s been a long year for Twitter, and we’ve been proud to keep you up to speed on all the twists and turns. It’s only fitting that an edition focusing almost exclusively on Twitter made the list from November 18. Delaware Chancery Court, anyone?

PEOPLE MOVES

• Tim Dotan will be transitioning from his role at Business Insider to cover Microsoft and business technology on the Wall Street Journal tech team. Read More

• Adena Friedman, president and chief executive of Nasdaq, has been named chair of its board. Read More

• Former Marriot CEO Stephanie Linnartz is set to join Under Armor as their new chief executive. Read More

January 10-13, 2023: 40^th Annual J.P. Morgan Health Care Conference  

January 17-21, 2023: World Economic Forum (Davos)

February 2, 2023: Skytop Strategies Shareholder Activism Summit 2023