With one week left before Tesla’s pay package comes to a vote on June 13th, advocates are making the case that shareholders should pay Elon Musk his duly owed compensation package. As you recall, a Delaware judge nullified Elon Musk’s 2018 compensation package.   

Longtime Tesla investor Ron Baron, who made an early bet on Tesla and has been a table-pounding bull ever since, issued an open letter supporting Elon Musk’s 2018 pay package, which was voided by Delaware courts earlier this year. Baron says Musk’s compensation “should be honored” after shareholders already voted to support it. In an interview with Tesla Board Chair Robyn Denholm yesterday, Andrew Ross Sorkin asked about Delaware’s ability to strike down the package even if shareholders approve. Denholm responded that it’s possible but would be “quite detrimental to shareholder primacy.”

The Tesla case is one of a few high-profile cases, along with Moelis and a few others, that have brought intense scrutiny to Delaware decisions, which in turn has prompted a bill to amend Delaware law. Multiple Delaware judges have written letters or otherwise made public their views. Vice Chancellor Travis Laster has taken to LinkedIn, focusing on his proposed amendments to Delaware General Corporation Law Section 122(18), which he says a “reasonably literate human” ought to be able to read.

Lastly, GPP was saddened to learn of the passing of Ben White, and we send our sincere condolences to his family and friends. Ben’s reporting career was deeply admired by his former colleagues at CNBC, the New York Times, the FT and POLITICO. To hear about the positive impact he made in the financial news industry – which we could not do justice here – read the heartfelt remembrance that his former POLITICO colleagues published.

Have a great weekend,

GPP team 

Financial Times: Elliott Rebuilds Stake in SoftBank and Pushes for Buybacks

The FT covers Elliott’s latest activity in Japan: the activist has rebuilt a large stake in SoftBank, pushing for a $15 billion share buyback to bridge the gap between the company’s assets and market value. Read More

The Deal: Donerail Urges Penn Entertainment to Explore a Sale

Jean Haggerty discusses the activist fund’s calls for strategic realignment in advance of Penn Entertainment’s annual meeting on June 4th. In a recent letter following their public calls in late 2023, Donerail voiced additional complaints about executive compensation, Board Chair David Handler, and the company's entrance into online gaming. Read More

ANTITRUST

CNBC: Lina Khan Speaks at CNBC’s CEO Council Summit

FTC Chair Lina Khan and Assistant Attorney General Jonathan Kanter of the Antitrust Division join Andrew Ross Sorkin to talk about their outlook on the antitrust environment and free markets, shining a light on their prescribed standard for what defines healthy competition in corporate America. Watch Here

M&A

Financial Times: Tussle Over Remington Ammunition Maker Heats Up as MNC Capital Increases Offer

Sylvia Pfeifer, Raphael Minder and Antoine Gara report on MNC’s latest move to steer Vista shareholders away from a deal with a Czech buyer under CFIUS review, increasing its offer to $39.50 per share from $37.50 per share, ahead of Vista’s June 14th deal vote. Read More

 CNBC: Dollar Tree is Exploring a Sale of its Family Dollar Brand

After shuttering over 500 of its stores in the past two quarters, Dollar Tree has begun looking into the potential sale of its grocery-focused brand Family Dollar. The company acquired Family Dollar for nearly $9B in 2015, but the brand has struggled lately due to rising costs and weary consumers. Read More

The Wall Street Journal: Becton Dickinson to Acquire Edwards Lifesciences’ Unit for $4.2B in Cash

Medical technology company Becton Dickinson will add to its historic run of 113 acquisitions since the early 1990s, buying Edwards Lifesciences’ critical care unit using cash and debt. The acquisition will expand the company’s patient monitoring capabilities. Read More

ESG

Harvard Law School Forum on Corporate Governance: Pro-ESG Shareholder Proposals Regaining Momentum in 2024

Subodh Mishra, drawing on data from ISS, discusses this season’s support for ESG proposals, which had been waning for the past few years amidst political polarization on green and social commitments. Anti-ESG proposals, on the other hand, are increasing in the aggregate yet finding less traction with investors. Read More

FROM OUR DESK TO YOURS



Gladstone welcomes its 2024 summer intern class this week: Laura Couchman, Mauryan Uppalapati, Max Friedman and Rosa Sun. They will be busy with GPP’s grueling financial communications crash course, scavenger hunts, and baseball games. We already did finance 101 where Steve had them pick a company and articulate its business strategy! 

And since it’s summer, the GPP newsletter returns as a quasi-travel blog, this time starting in Amsterdam. We took in the Dutch masters at the Rijksmuseum, marveled at the Van Gogh Museum’s collection, including a remarkable special exhibit of late Chinese-Canadian artist Matthew Wong’s work, and enjoyed a stroll through Vondelpark. We’re still dreaming about the spectacular, vegetable-focused lunch we enjoyed at De Kas - not to be missed the next time you’re in the city!

PEOPLE MOVES

• Former Goldman Sachs executive Jim Esposito will become President of Citadel Securities in September. Read More
• Alphabet tapped Eli Lilly Finance Chief Anat Ashkenazi as the Google parent’s new CFO, replacing Ruth Porat. Read More
• Matt Murray, former WSJ Editor-in-Chief, will replace Sally Buzbee as Washington Post’s Executive Editor. Read More
• Microsoft CEO Satya Nadella resigned from Starbucks’ Board of Directors after seven years. Read More

• June 10: 2024 NIRI Annual Conference, San Francisco
• June 12-13: Financial Times Outstanding Directors Exchange, New York
• June 13: Latham & Watkins and Georgeson Webcast: 2024 Proxy Season: Lessons Learned and Coming Attractions, Online