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Proxy Advisors Attempt to Slow Oil and Gas Merger Machine 

Dealmakers in the energy space can probably join Jamie Dimon and others in criticizing proxy advisory firms. On Monday, ISS recommended Hess shareholders abstain from voting to support its proposed $53 billion combination with Chevron. The proxy advisor said that shareholders need more time to see how an arbitration battle between Hess and Exxon over certain assets shakes out. ISS is calling for a delay to the vote, which is currently scheduled for May 28. Exxon, for its part, is facing its own tussles, after Glass Lewis urged shareholders to vote against the company’s lead independent director due to Exxon’s recent "unusual and aggressive tactics" against climate-focused shareholder activists Follow This and Arjuna Capital.

 

Across the pond, BHP intensified its pursuit for Anglo American, submitting a new, $43 billion bid for the South African miner. Anglo rejected the offer and in response announced that it will sell four of its business units, including its De Beers diamond business. Breakingviews’ Karen Kwok points out that Anglo's “unconventional" defense strategy could generate more value to shareholders compared to BHP's offer but doesn't completely close the door to a potential future takeover.

 

On a completely different front, if you’re looking for some fun reading on the latest meme stock frenzy, check out Matt Levine’s piece on GameStop.


Have a great weekend,

GPP Team

ACTIVISM

The Deal: ISS Backs Crown, Elliott in Blow to Co-Founder Slate

Ron Orol reports on ISS’s decision to recommend against Crown Castle co-founder Ted Miller’s proposed four-person slate at the wireless tower company’s annual meeting on May 22. Read More

Reuters Breakingviews: Sparring shareholders cause governance train wreck

Breakingviews’ Jeffrey Goldfarb recaps the preliminary results of Norfolk Southern’s annual meeting last week and the increasing influence of universal proxy voting in board elections. Read More

CORPORATE GOVERNANCE

The Wall Street Journal: Tesla Hits the Road to Persuade Shareholders to Pay Elon Musk $46 Billion

David Benoit, Emily Glazer and Corrie Driebusch preview Tesla shareholders' upcoming vote on whether to approve CEO Elon Musk's 2018 massive stock compensation package. Read More

The Columbia Law School Blue Sky Blog: Should Companies Announce Reviews of Strategic Alternatives?

George Washington University Professor Jenny Zha Giedt highlights new research revealing that pre-emptively announcing a strategic review leads to a roughly 10% increase in total shareholder return on transactions that are closed. Read More

Harvard Law School Forum on Corporate Governance: Corporate Governance, Board Oversight & the 2023 Banking Crisis

Contributors from Glass Lewis share lessons learned from the 2023 U.S. Banking Crisis, stressing the importance for companies to follow even "seemingly simple" governance best practices, including enhancing risk oversight disclosures and aligning executive compensation to discourage risk-taking. Read More

M&A

Financial Times: Permira to Take Website Builder Squarespace Private in $6.9bn Deal

Premira’s take-private deal is the latest transaction highlighting the pent-up capital influencing private equity dealmaking, write Maria Heeter, Antoine Gara and Alexandra White. Read More

Semafor: Global Elections Twist Government M&A Reviews

Liz Hoffman details how the 2024 U.S. elections have led to increased political scrutiny and regulatory obstacles for cross-border deals like U.S. Steel/Nippon Steel, Anglo/BHP and Exxon/Pioneer. Read More

The Wall Street Journal: Kraft Heinz Explores Sale of Oscar Mayer

Lauren Thomas reports that Kraft Heinz is considering options for its Oscar Mayer business, tapping Bank of America and Centerview to gauge interest in the hotdog maker with a valuation as high as $5 billion. Read More

ESG

Bloomberg: Funds Calling Themselves ‘ESG’ Face New Restrictions in Europe

European asset managers are facing increased constraints on what’s officially labeled an “ESG fund.” Firms will now need to allocate 80% of an ”ESG fund” toward investments related to environmental, social or governance objectives. Read More

FROM OUR DESK TO YOURS


GPP scooted across midtown in the rain for  semi-friendly games of table tennis at Midtown’s SPIN, a ping pong lounge that serves drinks and great appetizers. And this weekend, GPP is taking in Sally & Tom, a new show at the Public based on the real-life relationship between Thomas Jefferson and his slave Sally Hemings that has received great reviews.

Most everyone on Wall Street has heard of Jim Simons and his creation of Renaissance Technologies, the first true quant fund that “solved the market,” (in the words of The Journal’s Greg Zuckerman). Simons’ recent passing came shortly after Acquired, the hit podcast about business stories, dropped a great episode discussing Simons’ legacy and the history of “RenTec.” Enjoy!

PEOPLE MOVES

  • Vanguard appointed Salim Ramji as CEO. Read More
  • Paul Weiss added former Kirkland & Ellis partner Chelsea Darnell as a partner in the firm’s M&A practice in New York. Read More
  • Sullivan & Cromwell has added former Skadden partners Mike Ringler and Peter Jones to the company’s M&A practice in Palo Alto. Read More
  • Healthcare banker Stephen Lanese has joined JP Morgan from Truist as a managing director. Read More
  • Ford named Sherry House, former CFO of electric carmaker Lucid Group, as the company’s next CFO. Ford’s current CFO John Lawler will become vice chairman. Read More
UPCOMING EVENTS
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