The proxy contest between railroad operator Norfolk Southern and activist investor Ancora is heating up ahead of the company’s annual meeting on May 9. This week, Jeff Sonnenfeld, Senior Associate Dean at the Yale School of Management, penned a lengthy rebuke of Ancora’s efforts to oust CEO Alan Shaw and nominate eight directors to the board. The American Federation of Labor and Congress of Industrial Organizations also came out in support of Norfolk Southern, citing the Ancora’s proposals as “not fit for purpose.” Ancora, not backing down, made its case on CNBC, with President James Chadwick appearing in an interview with Jim Barber, Ancora’s pick for Norfolk Southern’s new CEO. The activist defended Barber, saying that “this is not something where you’re going to drive change by putting two people on the board. You’re going to need significant change in the boardroom and obviously you’re going to need it at the senior levels of management, and that starts with the CEO, and we think we have arguably the best available CEO in the transportation industry.” Barber is the former COO at UPS.

At this week’s Berkeley Law Annual Spring Forum on M&A, dealmakers were reminded that the FTC’s fierce antitrust agenda is in full bloom. During a fireside chat, Henry Liu, Director of the FTC’s Bureau of Competition, noted the regulator aims to treat the causes of market efficiencies – not just the symptoms. While he said that not all deals are subject to antitrust review, “not much will fly under the radar” and non-price dimensions of competition will be under consideration. Yippie!

Last week, GPP spent a few days in Rome at the AI, Ethics and the Future of Corporate Governance conference, organized by Wilson Sonsini and Libra Partners, where business leaders, scholars and general counsels from the most prominent AI players discussed ethical, business and governance issues amid the AI boom. You can read our takeaway from the event along with former Delaware Supreme Court Chief Justice Leo Strine’s keynote speech here, and of course, Rome restaurant recommendations are included below. 

Arrivederci!

GPP Team

The Wall Street Journal: Nelson Peltz Got Crushed by Disney. Can He Recover?

Cara Lombardo and Lauren Thomas examine the future of Nelson Peltz’s hedge fund Trian Partners following its unsuccessful high-profile proxy fight against Disney coinciding with investor concerns about the firm’s steadily declining assets under management. Read More

The Deal: Activist Investing Today Podcast: Goldman’s Codo-Lotti Talks SpinCo, Buybacks, M&A

Pam Codo-Lotti, COO of activism and shareholder advisory at Goldman Sachs, joins reporter Ron Orol to discuss the latest trends in the activism space, particularly how activists seek to take public credit when companies announce plans for a strategic review or operational changes. Read More

Reuters Breakingviews: An Activist Nudge is All It Takes in Japan Inc

In the latest high-profile activism engagement in Japan, the country's largest property group, Mitsui Fudosan, announced a comprehensive six-year business plan to improve shareholder returns following pressure from activist Elliott Management, writes Anshuman Daga. Read More

CORPORATE GOVERNANCE

The Deal: Lobbying Shareholder Proposals Proliferate, Suggesting Trust Gap

Jean Haggerty analyzes the rise of shareholder proposals at corporate annual meetings which demand increased disclosures on political lobbying spend and donations. Read More

CNBC: Squawk Box: Interview with Tulane Law Professor Ann Lipton

Andrew Ross Sorkin interviews Tulane Law professor Ann Lipton about Elon Musk’s potential Tesla pay package as well as the potential impact of Tesla’s decision to move its incorporation from Delaware to Texas. Watch Here

The Activist Investor: How to Buy Votes

Michael Levin offers a comprehensive analysis of the legality and long-term impact of services such as the now-defunct Shareholder Vote Exchange, which allowed shareholders to buy and sell proxy votes. Read More

M&A

Financial Times: Morgan Stanley Chief Says ‘Existential’ Need for M&A Will Revive Investment Banking

Speaking during the company’s latest quarterly earnings call, Morgan Stanley CEO Ted Pick revealed he expects to see a significant uptick in dealmaking activity as companies increasingly seek to consolidate following major supply chain disruption from ongoing geopolitical conflicts. Read More

IPO

Yahoo! Finance: What Could Spur an IPO Pickup in the Second Half of the Year

Nasdaq President Nelson Griggs sits down with Yahoo! Finance to discuss the build-up of companies that want to go public, which could spur a pickup in activity in 2H24, but cautions of the “I need to get a bit bigger” mentality for companies considering an IPO. Watch Here

ANTITRUST

DealBook: The F.T.C. Weighs Blocking a Big Bag Deal

The DealBook reporters preview an upcoming meeting of FTC commissioners to potentially sue Tapestry’s proposed $8.5 billion takeover of Capri Holdings – a deal that would create an American luxury fashion conglomerate competing with the likes of LVMH. Read More

FROM OUR DESK TO YOURS

GPPers scattered across Europe last week as Steve Lipin spoke at a Rome-based AI conference and others returned from their Emerald Isle vacation. The scenery in both was lovely, but most importantly, so was the food and bev.

Outside the conference in the Eternal City, Cacio e Pepe, Carciofi Alla Giudea, salt-encrusted sea bass and Negronis were enjoyed at Rome’s Settimo All Arancio, Il Ceppo, Testaccio Market, Taverna Agape, and Il San Lorenzo.

On the Emerald Isle, GPPers braved the “wrong” side of the road to explore, including trekking through the breathtaking Gap of Dunloe, a windy stroll along the Cliffs of Moher and scouring the entire Dingle Peninsula in search of the best Full Irish Breakfast. And of course, no trip to Ireland would be complete without a visit to the world-famous Guinness Storehouse at Dublin’s St. James's Gate Brewery (no driving back from that one!). 

PEOPLE MOVES

• Tracey Zaccone and Justin Rosenberg have joined Latham & Watkins as partners in New York focusing on M&A and private equity Read More
• LIV Golf has appointed David Phillipps as Chief Financial Officer. Read More

• April 17: The 2024 Berkeley Forum: M&A and The Boardroom, San Francisco
• May 5-8: Milken Institute Global Conference, Los Angeles