Weekly Digest: June 15-21, 2024

Interesting items from the week just ended.

• We link to items for activists, shareholders, companies, and their advisors
• Link does not imply endorsement or even agreement, merely interesting or relevant
• You can also see each item during the week
• in our X feed (@activistinvestr)
• our LinkedIn page
• We compile and send them in this email after the US markets close each Friday
• We welcome your suggestions for items: email us or DM in X or LinkedIn

Recent Posts

• Who Re-Classifies a BoD? (6/4/24)
• ANOTHER UPDATE: UPCs We Continue Tracking (5/28/24)
• What's XOM Doing to Activists, and Why Does It Matter? (5/7/24)
• FINAL UPDATE: A Clever Way to Pursue Shareholder Proposals (4/30/24)

Events

4th Palm Beach Corp Gov Forum (CorpGov.com - 11/13-14/24)

TSLA

Our posts:

• UPDATE: How TSLA Pumped the Vote (6/18/24)
• Elon's Not Going Anywhere (6/11/24)
• UPDATE: The Gist of Tornetta (4/18/24)

Articles

• More good reporting from New York Times
• Vanguard explains its vote
• Implications for Delaware (Wall Street Journal)
• TSLA defied proxy advisors (Wall Street Journal)
• Delaware could welcome TSLA departure (Matt Levine in Bloomberg)

News

SEC investigates Musk TWTR 13D filing (Wall Street Journal)

XOM lawsuit against shareholders dismissed, with reporting from Reuters, New York Times, Bloomberg, Quartz, and Axios, comment from Cooley, law prof Ann Lipton (Business Law Prof Blog), and ValueEdge Advisors, and how other companies might follow (Bloomberg and Axios)

Executive chair has power (Axios)

Retiring CalSTRS CIO promoted ESG (CIO Magazine)

Thoughtful review of DIS-Trian (Charles Elson in Directors & Boards)

Activist advice for LUV from UA (Crain's Chicago Business)

Delaware amends statute to allow agreements between BoDs and activists and reverse Moelis

• Another detailed status from Cooley and DealLawyers.com
• Lively debate in Delaware (Delaware Call, Spotlight Delaware, and Delaware Business Times)
• Big shareholders benefit (Financial Times)
• Comment from StartupGC and M&A Law Prof Blog
• Changes make poison pills easier (M&A Law Prof Blog)

Analysis

Anti-ESG proposals falter (As You Sow in Harvard Law School corp gov forum)

Activism and M&A (Diligent in Harvard Law School corp gov forum)

GME, Roaring Kitty, and retail investors (Stakeholder Labs)

Activism at National Investor Relations Institute Conference (Diligent)

Delaware and board independence (ISS-Corporate)

Activism in June 2024 (FTI Consulting and Boardroom Alpha)

2024 so far:

• UPC, advance notice bylaws, and precatory proposals (Wilson Sonsini in Harvard Law School corp gov forum)
• Overall results (Georgeson, Innisfree, and Olshan in Harvard Law School corp gov forum)
• Exec comp (Financial Times and Business Insider)
• Say-on-pay votes (CompensationStandards.com)

Opinion

Closed-end fund activism is a waste (RealClear Markets)

Why Public Companies Are Leaving Delaware for Nevada (Wall Street Journal), with comment in Bainbridge blog

ESG investing is not an anti-trust problem (Nell Minow in Harvard Law School corp gov forum)

Academic papers

Won't get Fooled Again: How Market Discipline Controlled the Threat of Blackrock's Climate and Social Activism

Common Ownership, Markups, and Corporate Governance

For further information, or to discuss a specific turnaround situation, please contact:

Michael R. Levin

m.levin@theactivistinvestor.com

847.830.1479