The fallout continues from the Delaware Chancery Court’s ruling that Ken Moelis’ shareholder agreement with his eponymous company violated the state’s corporate law. Just last week, Skadden predicted that the decision could result in a wave of litigation challenging similar stockholder agreements. This week, the Deal’s Ron Orol reports that a lawsuit is challenging BioMarin’s settlement with Elliott from 2023. Orol writes that the suit claims BioMarin’s settlement “requirement that the board recommend in favor of the three new directors at the 2024 meeting, expected in May, is invalid,” and that BioMarin’s original directors “entrenched themselves” by agreeing to this part of the settlement.

Is the M&A bounce back for real? Some observers seem to think so. Intelligize, a market insights firm, is optimistic about the remainder of 2024 and put forth five factors that set the stage for a sustained M&A upturn: pent-up demand, a declining fear of antitrust actions, abundance of PE dry powder, increase in attractive takeover opportunities, and ripe M&A environment for banking and oil & gas sectors. Meanwhile, in his well-followed daily newsletter, Apollo’s Chief Economist Torsten Sløk illustrated how  debt issuance for M&A and other purposes has increased significantly since the Fed meeting in December.

Have a great weekend,

GPP Team

Fortune: Another Proxy Battle Unfolds in the Health Tech Industry

Diane Brady reports on Politan Capital increasing its pressure on medical technology company Masimo Corp., nominating two directors to the board after obtaining two seats in late 2023. Read More

CNBC: Macy’s settles proxy fight with activist Arkhouse, adds two of the firm’s nominees as directors

Rohan Goswami reports on the settlement of a months-long proxy battle between Macy’s and private equity investor Arkhouse, which was ignited by Macy’s rejection of Arkhouse’s take-private offer. Read More

Sullivan & Cromwell: Union Activity Continues to Shape This Proxy Season

In its monthly ESG newsletter, Sullivan & Cromwell points out that unions are bypassing shareholder proposal limitations by submitting multiple “floor proposals” which are not included in proxy materials, but rather included in solicitation materials sent by the unions themselves. Read More

CORPORATE GOVERNANCE

Harvard Law School Forum on Corporate Governance: A Brief Review of the 2023 U.S. Proxy Season and What to Expect in 2024

A new report looks back on the 2023 U.S. proxy season, covering the influence of Universal Proxy, record numbers of shareholder proposals going to a vote and the rise of anti-ESG shareholder pressures. HLS predicts that “in 2024, political expenditures and anti-ESG efforts will consume headlines and airwaves.” Read More

M&A

Wall Street Journal: Paramount Enters Exclusive Merger Talks with Skydance, Spurning $26 Billion Offer from Apollo

Jessica Toonkel and Miriam Gottfried report that Skydance CEO David Ellison and Paramount have entered exclusive merger talks – providing 30 days for both parties to reach a deal. Read More

Bloomberg: Vertex to Pay $4.9 Billion for Kidney Disease Drug Developer

In the company’s biggest acquisition ever, Vertex Pharmaceuticals agreed to buy Alpine Immune Sciences, a leading manufacturer of kidney disease treatments and therapies for nearly $5B. Read More

Wall Street Journal: Jersey Mike’s Considers Sale

Lauren Thomas breaks the news that the sandwich chain has conducted one-off discussions with Blackstone this spring valuing the company at $8B, nearly one year after Roark Capital acquired Subway for $9.6B - pricey subs! Read More

ESG

The Deal: Efforts to Abolish ESG Shareholder Proposals May Backfire

Jean Haggerty explains how multiple labor-related shareholder proposals at a coal mining company could transform the way corporations have to respond to ESG related pressures, predicting that we’ll see an increase in 14a-4 proposal strategies in the industrials industry in 2024. Read More

Fortune: What Europe's Landmark Climate Ruling Means for Business

A landmark court decision marked the end to European laissez-faire on climate protection and “reminded Fortune Global 500 companies that climate risk is business risk,” reports Fortune’s Peter Vanham. The European Court of Human Rights (ECtHR) ruling in Switzerland applies to 46 countries across Europe and the U.K. Read More

FROM OUR DESK TO YOURS

In the latest edition of GPP travel chronicles, we take you on a trip to Park City, Utah. In this ski town, Punxsutawney Phil’s prediction of an early spring might have been off, as the snow was non-stop, and the conditions could not have been better for late-season pow. Based off a local recommendation, we visited The Corner Store at the bottom of Park City Mountain for top-notch wings and local beers. If you want more of a splurge and a view, check out The Vintage Room half-way up Deer Valley Mountain. We only ask you don’t say we didn’t warn you when the check arrives! 

Meanwhile, some GPPers trekked to Texas to reach the “path of totality” and others found a cozy slab of concrete outside Gladstone’s Midtown office to view the second most talked about natural phenomenon to happen in NYC this month: the solar eclipse. Despite the muted views from Manhattan, we joined the rest of the city and took a collective pause to enjoy the magnificent orange crescent in the sky. Our calendars are now marked for the next one in 2044!

Best of luck to GPPs very own Michael Landau in the Jersey City Half Marathon this weekend!

PEOPLE MOVES

• Alan Murray, Fortune’s CEO since 2014, is stepping down and will be replaced by Fortune’s chief finance and strategy Anastasia Nyrkovskaya. Read More
• Semafor has hired Katyanna Quach as a tech reporter. She was previously a reporter for The Register primarily covering artificial intelligence and machine learning. Read More
• Goldman Sachs’ global treasurer, Philip Berlinski, is leaving the bank after 24 years for Millennium Management. Read More
• Citigroup has hired Alex Craddock as the bank’s chief marketing and content officer. He previously worked at BlackRock. Read More

• April 12-13: Conference on AI, Ethics, and the Future of Corporate Governance, Rome
• April 17: The 2024 Berkeley Forum: M&A and The Boardroom, San Francisco
• May 5-8: Milken Institute Global Conference, Los Angeles