As we head into the 2025 proxy season, the question is whether managements and boards will continue to have an edge in proxy contests against activists. Our friends at Innisfree note in the Harvard Law Corporate Governance Forum that 2024 was a year of management clean sweeps in contests at large caps above $1 billion: 50% won full Board support compared to 25% in 2023. Innisfree says it was largely driven by the big three institutional investors, who were mostly supportive of management (both Vanguard and State Street voted with the company in 75% of contests). But, “with the Trump administration back in power, a cooling M&A outlook, and sweeping legal and regulatory changes, the power of large, passive shareholders may be waning.”

Among those changes is the new SEC 13G/D guidance, which Innisfree predicts could benefit activists, who are not limited in their discussions with issuers. Proxy advisor ISS, also writing in the Harvard Forum, breaks down what these and other changes could portend for the upcoming proxy season and advises that boards stick to their “fundamental principles of corporate governance to help guide their decisions.”

Starboard has placed a bunch of bets and the defense community was wondering which of Jeff Smith’s prey he would go with a full-blown fight. This week it disclosed it was going after Autodesk, revealing a $500 million stake and that it plans to nominate a minority slate of dissidents at this year’s annual meeting. This comes after the activist launched a similar campaign against Autodesk last year, which was blocked in court. Meanwhile, Carl Icahn, after turning 89 last month (belated returns, Carl!), is posting up at the high rollers table as two of his Icahn Enterprises deputies are added to the board of Caesars Entertainment. The Deal reports that the octogenarian investor is pushing for M&A at the casino operator after building a stake last spring. 

Have a great weekend,

GPP

Reuters: Yeti Expands Board by Two After Discussions With Engaged

The outdoor retailer, amid tariff pressures and shareholder demands, will add former Thule CEO Magnus Welander and former Boardriders CEO Arne Arens to the Board as Engaged, which owns 2% of Yeti, pushes for growth strategies it says could triple the stock. Read More

The Deal: Starboard's Second Algonquin Deal Points to More M&A

Starboard is now Algonquin’s largest shareholder, with a 9% stake, and has pushed for divestitures and a strategic shift toward a pure-play utility as the company continues to explore M&A options. Read More

The Wall Street Journal: Building-Products Distributor QXO Clinches Deal for Beacon Roofing

QXO has sealed the deal for Beacon Roofing, agreeing to an  $11 billion takeover after QXO launched a text book hostile bid. The acquisition marks the first major move for founder Brad Jacobs, who sees room for more dealmaking ahead with the roofing and building-products market. Read More

TechCrunch: Google Buys Wiz for $32B To Beef Up in Cloud Security

The Israeli cloud security company will be acquired in an all-cash transaction. The deal comes after Alphabet’s $23 billion bid for the company fell apart in mid-2024. Read More

Bloomberg: Crown Castle Sells Fiber Business for Combined $8.5 Billion

Crown Castle is handing over the keys to its fiber kingdom, selling the business in two parts for a combined $8.5 billion. The move, part of a strategic review pushed by Elliott, allows Crown Castle to refocus on its core tower empire and launch a $3 billion share buyback. Read More

Financial Times: Why companies are opting for ‘Dexit’ and moving to Nevada

In an opinion piece for the FT, Benjamin Edwards, a professor of law at the University of Nevada, provides his rationale for the growing number of U.S. corporates fleeing from Delaware to redomicile in the Silver State. Read More

Elon finds friends in Friend of the Court Brief

Twenty-seven law professors and practitioners wrote a brief in support of the Delaware Supreme Court overturning the controversial Tornetta case. Read More

IPO

Vanguard: Are companies really staying private for longer? No.

According to Vanguard research, the number of IPOs over the last two decades has actually remained steady, despite pandemic-influenced upticks in 2020 and 2021. Read More

Financial Times: Klarna files for U.S. IPO despite market tumult

Klarna is pressing ahead with its long-awaited US IPO, betting that investors will buy now despite market turbulence. The Swedish fintech, once valued at $46 billion before its dramatic fall, is eyeing a $15 billion listing on the NYSE. Read More

FROM OUR DESK TO YOURS

Chef Jungsik Yim created an amazing high-end tasting menu at his eponymous restaurant in Tribeca. He has another pet project, which is called SEA (Southeast Asia). We suggest you add it to your new restaurant hit list.

Tucked away near Koreatown on 30^th between Sixth and Seventh, SEA has a breezy relaxed casual feel to it, with a nice fun bar and a youthful ambiance. SEA is a restaurant that “celebrates the culinary traditions of Vietnam, Thailand, Singapore and beyond” and we can assure you you’ll be getting your hands dirty.

We started with chef’s crudo and an out of this world prawn roll, which you wrap in lettuce and dip into multiple sauces. We then had skirt steak with mint, noodles and dips wrapped in lettuce, and a spicy black cod. The side dish was an off-the-charts crab fried rice.

Cocktails are fun, and the wine list is reasonably priced with a nice range of choices. For white, we had a 2023 Stein Riesling from the Mosul, and for red, we had Dominique Gruhier, Bourgogne Epineuil, 2022.

Fun night! 

PEOPLE MOVES

• Former Debevoise & Plimpton M&A specialist Jennifer Chu joined TPG as a partner and General Counsel. Read More
• Former White House Chief of Staff during Trump I and RNC Chairman Reince Priebus joined Centerview as a senior advisor. Read More
• Ducera Partners hired David Vogt to focus on tech M&A, formerly of Tidal and Centerview. Read More

• April 4: The New York Public Library’s Friday Happy Hour: Poetry Lovers Edition, NYC
• April 23: Berkeley Law Spring Forum, San Francisco
• April 23-25: Semafor World Economy Summit, Washington D.C. 



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