Jamie Dimon, Darren Woods, Decry Proxy Process Taken Over by Special Interests

Jamie Dimon had some choice words for investors this week, telling the audience at the Council of Institutional Investors Fall Conference that shareholder meetings have become a “frivolous waste of time” due to special interest groups. This came at the same time that Exxon defended its actions against what it described as activists. CEO Darren Woods said his company’s lawsuit against Arjuna Capital to remove the firm’s climate-related proposal was the “definition of good governance” because they were not true investors, but rather activists pursuing an agenda. He vowed to target future shareholder proposal filers that were not in line with the SEC’s rules.

 

Sullivan & Cromwell shed some light on the source of these frustrations in its latest webinar, “Lessons from the 2024 Proxy Season and Trends for 2025.” So far in 2024, it noted shareholder proposals continued to increase in number with 56% of S&P 500 companies receiving at least one proposal and heightened activity from special interest groups: a 200% increase in labor union submissions and a 21% increase in anti-ESG proposals after more than tripling between 2021 and H1 2023.

 

Retail companies were targeted more than any other sector, which S&C attributes to the name recognition and, therefore, the media attention these brands draw. Reuters ties this increasing activist pressure to shorter CEO tenures at consumer goods companies as boards move quickly to quell trouble, citing examples like Starbucks’ Laxman Narasimhan and Nestle’s Mark Schneider.

 

Speaking of recognizable brands, Southwest Airlines announced this week that Gary Kelly will step down as the company’s chair following pressure from Elliott as the activist recently built a large enough stake to call a special meeting, while Nelson Peltz stepped down after 17 years as Wendy’s chair.

 

Have a great weekend,

GPP team 

ACTIVISM

Puck: Pop Icahn

William Cohan interviews infamous activist investor Carl Icahn, compares him to another fallen billionaire Ron Perelman, and chronicles his fall as investors continue to sell off Icahn Enterprises, which is now trading at its lowest level in two decades. Read More

The Deal: Behind the Scenes: The ISS Dress Rehearsal

Ron Orol breaks down how advisors help corporate leaders prep for meetings with leading proxy advisors like ISS and Glass Lewis to help secure support in contested elections. Read More

Cleary Antitrust Watch: Antitrust Review Episode 31: In Conversation With The Illumina/GRAIL Team

Nick Levy and Illumina's legal team discuss their landmark European Court of Justice appeal that reversed the Commission's jurisdiction over below-threshold mergers and its implications for EU merger control. Listen Here

Reuters Breakingviews: Murdoch Dissident Chases Another Unpromising Lead

Hedge fund Starboard Value submitted a non-binding proposal to end News Corp’s dual-class share structure that gives Rupert Murdoch control with minimal equity, but challenging his plans to solidify family control will be difficult, writes Jennifer Saba. Read More

M&A

Reuters: Permira Raises Takeover Offer for Squarespace to $7.2B

Permira increased its take-private offer for the website-maker software company Squarespace after ISS recommended that investors vote against the British buyout firm’s prior bid. Read More

Financial Times: UniCredit’s Andrea Orcel Swoops on Commerzbank 

In a surprise move, UniCredit announced it has acquired a 9% stake in its German banking rival, Commerzbank, sparking discussions about a potential merger and potential future banking consolidation in Europe. Read More

Reuters: Vista Outdoor Yet to Decide on MNC Capital Takeover Bid, Delays Investor Meeting

Vista Outdoor has again delayed a vote on selling its ammunition unit to Czechoslovak Group (CSG) and is still considering a revised buyout offer from MNC Capital, while continuing to recommend the CSG deal to shareholders. Read More

CORPORATE GOVERNANCE

The Economist: Japan’s Sleepy Companies Still Need More Reform

After Seven & I rejected a “friendly” $38.5 billion takeover offer from Canadian retail giant Alimentation Couche-Tard last week, The Economist examines the impact of Japan’s aggressive corporate governance reforms on foreign investment in the country. Read More

Harvard Law School Forum on Corporate Governance: Proxy Season Global Briefing: Board of Directors 

In a new blog post, Brianna Castro, Naoko Ueno and Chris Rushton of Glass Lewis look back on trends from the most recent proxy season, including increased scrutiny on board composition and director skills and increased demand from investors for greater transparency and stronger corporate governance policies. Read More

Shareholder Primacy: Updates from Tesla, and Universal Proxies in 2024

In the inaugural episode of Tulane Law Professor Ann Lipton and activist investor Michael Levin’s new podcast series, the pair dive into the legal back-and-forth that has shrouded Elon Musk’s historic pay package and analyze the proxy trends so far in 2024: more settlements and more costly contests. Listen Here

FROM OUR DESK TO YOURS


New Yorkers should keep their eyes peeled for “The Great Elephant Migration” in Manhattan’s Meatpacking District over the course of the next month. Animal rights activist Ruth Ganesh and animal researcher/conservationist Tarsh Thekaekara brought their marvelous roving art installation to New York as the next stop on their national tour. The life-sized elephant sculptures made from dried lantana plants symbolize a unique story of coexistence as urban development and habitat loss have resulted in shrinking elephant populations. The project places the elephant installations in densely populated cities like London and New York as a reminder that this land is ours to share, we hope you’ll check it out. We saw an installation on our way up the West Side Highway. 

PEOPLE MOVES

  • Business Insider announced Jamie Heller as its new Editor in Chief. Read More
  • Anupreeta Das will move from The New York Times’ finance editor to South Asia correspondent. Read More
  • Bank of America hired JPMorgan veteran Tim Carpenter to co-lead its software investment banking unit. Read More
  • Schroders CFO Richard Oldfield will take over as CEO of the UK asset manager. Read More


UPCOMING EVENTS

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