The Deal: Recent Episodes
The Deal
The Deal podcast network brings The Deal’s award winning coverage in M&A, activist investing, private equity and restructuring to your airwaves. With a suite of offerings, including Activist Investing Today (hosted by Senior Editor Ronald Orol), Drinks With The Deal (hosted by Senior Writer David Marcus), Behind The Buyouts (hosted by Senior Reporter Steve Gelsi) and Fresh Start (hosted by Senior Reporter Stephanie Gleason), The Deal’s podcast network is your go-to source for timely financial news and perspective.
John Karageorge, head of S&P's activist defense surveillance group, discussed how corporations can identify activist accumulations before they become public.
Bill McLaughlin, CEO of Thrive Networks, on the company's acquisition strategy, AI investments and vision for scaling the managed services provider.
Sabastian Niles, the president and chief legal officer at Salesforce, discusses AI adoption, legal innovation and his transition from Wachtell.
Robin Tsai, managing partner at VMG, discussed the firm's growth equity strategy, investment discipline and outlook for consumer M&A on Behind the Buyouts.
Andrew Milano, the co-lead of global M&A at Morgan Lewis, discusses starting practice in fall 2008 and his approach to management.
Adam Waglay, CEO and co-founder of Butterfly, discusses the firm's food-focused investment strategy, portfolio growth and outlook for food M&A.
Paul Crimmins, an M&A partner at Mayer Brown, discusses the similarities between pastoral and legal counseling and his approach to mentoring.
Patrick Hughes, head of accounting services at Houlihan Lokey, discusses the rapid evolution of accounting firm M&A and the impact of AI on the profession.
Madeline Lissner discusses her path to running Sotheby's global fine art division and how to approach collecting.
Glass Lewis president Diederik Timmer discusses the role of AI in proxy advisory services, evolving shareholder voting practices and the firm's customized voting policies.
Chris Petrossian, co-head of consumer at Lincoln International, discusses the challenges facing consumer M&A, shifting investor priorities and the outlook for deal activity.
Alvarez & Marsal managing directors Annie Peabody and Jay Frankl discussed rising M&A activism, portfolio reviews and shareholder vulnerability.
Author Brendan Greeley discusses his new book 'The Almighty Dollar,' the often surprising story of a currency whose history dates to the 1520s.
Shaziah Singh, a corporate partner at Nixon Peabody, discusses telling her parents she was going to become a lawyer and how she manages remote work.
Cascadia Capital managing director George Sent discussed food and beverage dealmaking, ingredient trends and family-owned businesses.
Amanda Zablocki, co-leader of the healthcare practice at Sheppard, became a lawyer because of the joy her father got from legal practice and specialized in healthcare out of a sense of personal mission.
Goodwin Procter partner Leonard Wood discusses activism trends in REITs and biotech and evolving settlement dynamics.
Skadden's Todd Freed discusses what he learned from working in his family's car dealership, how he came to focus on insurance M&A and pivotal deals he's handled.
Huntington Bank head of capital markets Chris Wood discusses its growth strategy, M&A trends and private equity dynamics.
Sidley Austin's Mehdi Khodadad discusses how he pivoted to advising private equity clients as an associate and what he enjoys about the job.
Pennant founder and CEO Ryan Nowicki Stewart discusses AI-driven proxy voting, activism intelligence and market disruption.
Cooley CEO Rachel Proffitt discusses her approach to leadership, talent management and lawyers' use of AI.
CCMP Growth Advisors co-managing partner Mark McFadden discusses the firm's research-driven investing in the consumer and industrial markets.
Sodali executives Aneliya Crawford and Bill Dooley discuss activist trends, investor behavior and AI-driven voting.
Unity Partners head of business development Callie Blankenau discusses lower middle market investing and sourcing strategies.
Mark Martin, managing director and global head of pharma services and technology at Houlihan Lokey, discusses M&A momentum and investor sentiment in pharma services.
Keith Fullenweider, chair of Vinson & Elkins, discusses the influence his father had on his career, how he built a PE practice, what he looks for in lateral hires and how he manages challenging conversations.
Sullivan & Cromwell partner Patrick Gadson discusses activism in banking and the shifting role of proxy advisers.
Raghu Velamati, senior managing director at Macquarie Capital, discusses private equity's evolving approach to the education sector across lifelong learning, workforce training and school safety.
Mike Hollander, managing director at GTCR, discusses the firm's growth-oriented investment strategy and key deals across financial services and technology.
Akin PE partner Amy Wollensack discusses how a stint in nursing before law school helped her as a young lawyer and talks about talent management and AI.
Hivest Capital Partners senior adviser Gregory Molin discusses the firm's value investing strategy and its cross-border approach to lower middle market M&A.
Mahvesh Qureshi, an M&A partner at Hogan Lovells and member of the firm's global board, discusses the social skills that have helped her succeed as a lawyer and law firm manager.
Sebastian Alsheimer, who recently joined Cleary Gottlieb Steen & Hamilton as a partner and head of shareholder engagement, discussed AI in proxy voting, white squire strategies and M&A activism trends.
Shaun Levor of Greenberg Traurig discusses building a legal career in New York after growing up in South Africa and how his father, a trial lawyer, has influenced his approach to practice.
Jon Solorzano, a partner at Vinson & Elkins, discusses how a sweeping White House executive order could drive changes to proxy advisers and shareholder proposals.
Vertex head of corporate development Nigel Rughani discusses dealmaking, sourcing and integration strategy on the buy side.
Dechert co-chair and PE and M&A partner Mark Thierfelder talks about embracing the intense nature of corporate practice, why lateral hiring is critical for his firm and his affinity for hobbies that force him to forget about work.
Jefferies vice chairman Lawrence Chu discusses the $23 billion AT&T-EchoStar spectrum deal and the strategic landscape for wireless, fiber and AI infrastructure.
University of Iowa finance professor Erik Lie discussed his pioneering research into options backdating, his new book Catching Cheats, and how forensic finance can detect hidden misconduct.
Bob Berkus, managing director on JPMorgan's investment banking team, discussed the firm's growing mid-cap unit and a strong pipeline of consumer and retail deals for 2026.
Latham & Watkins partners Christopher Drewry and Josh Dubofsky, global co-chairs of the firm’s shareholder activism and takeover defense practice, discussed the latest trends in investor insurgencies on the Activist Investing Today podcast with The Deal’s Ronald Orol.
Proskauer Rose partner Chris Ahn discusses how his time as general counsel at James Perse made him appreciate what clients want out of their lawyers and what he loved about being at a law firm.
Jim Rossman, global head of shareholder advisory at Barclays, analyzes the effect of an Exxon retail investor voting program as well as record levels of activism.
True Beauty Ventures co-founders Rich Gersten and Cristina Nuñez discuss building a sector-focused venture firm, their portfolio strategy and the state of beauty M&A.
Thoma Bravo general counsel Steven Schwab discusses the appeal of being an in-house lawyer, the differences between working at a trading firm and a PE sponsor and the issues he's thinking about now.
Lazard Managing Director Chris Couvelier discusses shareholder activism trends, Exxon's robo-voting program, and M&A-driven campaigns with The Deal’s Ron Orol.
On the latest episode of Behind the Buyouts, Arenova Capital founder and managing partner David Li discusses applyinga private equity principles to the creative business of visual effects for Hollywood and beyond.
Managing director Dan Lee discusses his work advising special committees on conflicted transactions and building a career experience by experience.
Jennifer Broder, an M&A partner at Baker & McKenzie in Los Angeles, discusses clerking for Leo Strine, working as an associate for Bob Denham and how presiding over a mock trial in third grade helped set her on a path to becoming a lawyer.
White & Case's Richard Brand suggests that passive investors, other institutions and academics should develop best practices for corporate bylaws seeking information about an activist's director nominations, as the matter right now is left to the courts to decide.
Elizabeth Cooper, the head of private equity at Simpson Thacher, talks about transitioning from M&A to PE as a young partner and how advising Blackstone on the Refinitiv deal transformed her career.
Dan Litowitz, the U.S. deputy co-head of M&A at A&O Shearman, discusses what he's learned from watching his clients integrate acquisitions that he's applied to the merger of Allen & Overy and Shearman & Sterling and work he's done for Paramount.
Oak Hill Capital's managing partner Scott Baker walks listeners through the firm's 11-year investment in Metronet Inc., an early mover in the push to spool fiber to homes throughout the country.
Scott Bok, the former chairman and CEO of M&A boutique Greenhill, discusses his career, his new memoir and the challenges of managing the highly ambitious people in finance.
Adam August, a corporate partner at Holland & Knight in Tysons, Va., discusses his work for companies that have the federal government as a significant customer and why he enjoys advising clients from formation to sale.
Kobre & Kim co-founder Michael Kim explains why the environment for activist investing in South Korea is improving, despite structural restrictions, and he discusses his work advising Putin critic Bill Browder.
Justin Abelow, managing director in Houlihan Lokey's financial sponsors group, discusses PE's resilience in navigating a challenging M&A environment and the alternate structures firms are pursuing for liquidity.
Schroders Capital's senior investment director of private equity Jeremy Knox discusses the growth in continuation funds in a tough exit environment, as well as the firm's interest in asset-light services businesses as a co-investor.
Wachtell M&A partners Igor Kirman and Lina Tetelbaum discuss the evolution of their mentor-protege relationship over the past 15 years and how it's enriched their practices and their lives.
Transact Capital managing director Justin Karr discusses the state of the consumer market in 2025, including private equity interest in contract manufacturing and better-for-you food.
Real estate activist Jonathan Litt discusses concerns that REIT boards often identify distorted peer groups to justify problematic executive pay, as well as why specific directors at 15 REITs should face vote-no campaigns.
Gibson Dunn M&A partner Brian Scrivani talks about how he handles the stress of legal practice and the importance of maintaining a life outside of work, as well as how he thought about changing law firms.
Cheryl Reicin, the co-chair of the life sciences group at Mintz, discusses how she became a biotech lawyer and why observing the Sabbath has been good for her as a lawyer.
Andrew Shapiro, who ran an activist fund for 32 years, discusses how one campaign helped form his investment vehicle and talks about good and bad investor communication policies.
Brian Breheny, the former chief of the SEC's M&A division, discusses expected changes to regulations affecting activist investors, including why he thinks the nation's securities regulator can eliminate activist shareholder proposals.
Rick Giovannelli, the incoming co-chair of the management committee at K&L Gates, discusses the growth of private equity in Charlotte, N.C., over the course of his career and how his firm teaches lawyers to mentor and train the next generation.
HCI Equity co-founder and chief investment officer Doug McCormick discusses the firm's approach to buy-and-build strategies in large, fragmented and stable markets as well as navigating the challenging M&A environment in 2025.
Rob Kindler, an M&A partner at Paul Weiss, discusses his career as an M&A lawyer and banker, doing deals at Morgan Stanley and the importance of lifelong connectivity.
When corporations install anti-activist poison pills they are less likely to implement new share buybacks and their operationally-focused capital expenditures tend to be higher, UC Berkeley School of Law professor Ofer Eldar explains.
Joele Frank discusses how she came to public relations and her approach to growing her own firm.
Solomon Partners head of business services Tim Shea discusses private equity's growing interest in residential and facilities services and dealmaking activity in the market in 2025.
Bruce Goldfarb, CEO and president of Okapi Partners, discusses launching the proxy solicitor in 2008 and how the client service skills he learned working in his father's dry cleaning business are relevant on Wall Street.
Kimberly Petillo-Decossard, the co-head of M&A at White & Case, discusses building her career, her decision to change firms and how her husband's willingness to retire from his career as a banker has been pivotal to her success.
TSG managing director Pierre LeComte dives into the consumer-focused firm's investment strategy.
William Regner talks about legal amendments enacted last month and what he learned from Debevoise's Meredith Brown.
A disclosure regime set up for hostile takeovers and tender offers needs to be completely revamped for today’s modern activism campaign environment, defense adviser Keith Gottfried explains.
Managing director Guy Barudin of Chardan Capital Markets discusses how the investment bank has navigated the SPAC sector. Guest hosted by Bill Meagher, senior reporter.
Scott Luftglass, an M&A litigator and vice chairman of Fried Frank, talks about mentorship, how he developed a specialty in Delaware corporate litigation and the proposed changes to the state's corporate law.
Mark McMaster, the global head of M&A at Lazard, discusses his career as a banker and his work with several companies that have created significant value by breaking themselves up.
Richard Mansouri, who recently joined Arkhouse, discusses the phenomenon of companies replacing problem directors only when activists show up and why board members often just aren't independent.
Sam Danon, the managing partner at Hunton Andrews Kurth, talks about the importance of firm culture, what associates want out of a law firm and how building his litigation practice helped him establish credibility as a manager.
Searchlight Capital partner Andrew Frey discusses the firm's investment in Ziply, its preference for backing existing telephone companies over greenfield fiber and trends in telecom deals.
American Securities president and managing director Scott Wolff dives into the firm's approach to investments and value creation, its specialty chemicals platforms and the industrial sector's slow recovery.
Carmen Lu, a partner focused on activism defense at Paul Weiss, discusses why one should never assume multiclass share companies are 'bulletproof' from activists, and she offers views on M&A and tech activism, plus white squire defenses.
Michael Gerstenzang, managing partner at Cleary Gottlieb, believes generative AI will fundamentally change the practice of law. Our conversation with Michael is the second in a four-podcast miniseries with law firm leaders.
Brightstar founder and CEO Andrew Weinberg discusses the firm's investment strategy for family- and founder-owned businesses and its focus on resilient industry verticals.
Neil Barr, chair and managing partner of Davis Polk, talks about the logic behind the firm's 2020 change from lockstep compensation, his work for Comcast and why being a tax lawyer helped prepare him to run his firm. Our conversation with Neil is the first in a four-podcast miniseries with law firm leaders.
Franchise Equity Partners founder and co-managing partner Michael Esposito dives into the investment firm's growth since its launch in 2021; its investments in restaurants, residential services and the auto aftermarket; and M&A expectations for 2025.
Sanjay Murti, an M&A partner at Freshfields in New York, discusses how he approached being an associate, the grueling year before making partner and his decision to lateral to Freshfields from Cravath.
Sagar Gupta, who oversees Anson Fund's activism activities, discusses why sector specialization is vital for an activist, and he also talks about recent campaigns at Twilio, Globalstar and Lionsgate.
John Bessonette, a partner at Kramer Levin in New York, talks about how he developed a practice that includes both M&A and restructuring and his firm's pending merger with Herbert Smith Freehills.
Stephen Brown, senior adviser and managing director at KPMGa's Board Leadership Center, covers a number of topics, including why he thinks there could be unintended consequences to new limits on activist shareholder proposals.
Dave Perkins, the co-head of PE at Cravath, talks about being called up from the U.S. Army Reserve to serve in Afghanistan as a young associate and how he approached building a PE practice at his law firm.
Aaron Suh, an M&A and PE partner at Morgan Lewis and managing partner of the firm's Philadelphia office, discusses how he approached changing firms and cities and the deep influence his father has had on his approach to his career.
Founder and president John Ferrara dives into the middle market investment bank's growth over two decades and his expectations for dealmaking in 2025.
Joel Friedlander talks about how he came to focus on plaintiff-side work in the Delaware courts and the enjoyment he gets from writing about and teaching law as well as practicing it.
Corporate defender and Skadden partner Elizabeth Gonzalez-Sussman discusses what motivated her decision to move away from defending activists, as well as tactics that backfire, settlement subcommittee pros and cons and governance vulnerabilities.
Houlihan Lokey global head of outdoor, active lifestyle and tactical industries Nathan Pund discusses his expectations for M&A in the categories in 2025.
Keith Townsend, an M&A partner at King & Spalding and co-head of its corporate practice, discussed how he developed business development skills as a young partner and how his firm thinks about its practice mix.
Expert network platform Inex One owner Max Friberg discusses why activists and others retain expert networks ahead of insurgency campaigns.
Katten's Mark Solomon discusses the evolution of family offices over the past generation and how the Dallas economy has changed since he started practicing law in the city in 1985.
Ilan Nissan, head of private equity and M&A at Goodwin Procter, discusses how he developed and maintains his practice and why he enjoys advising PE sponsors on succession issues.
In the most recent episode of Drinks With The Deal, Randi Lesnick, co-chair of the corporate practice, discusses key deals in her career and issues that AI raises both for law firms and for companies doing deals.
Gores Group's Senior Managing Director Mark Stone discusses the private equity firm's approach to the SPAC market and his perspective on recent developments in the sector as well as Gores' very successful de-SPAC of Twinkies maker Hostess Brands.
Olshan Frome shareholder activism practice chair Andrew Freedman offers a postmortem of sorts on why 17 directors in two waves resigned ahead of a Browning West director contest at Canadian clothing company Gildan.
In the most recent episode of Drinks With The Deal, Linklaters global chairman of corporate George Casey discusses a 30-year career centered on cross-border M&A.
Vinson & Elkins activism defense adviser Patrick Gadson explains why economic activists aren't leaning into ESG as much and talks about the upcoming federal election's effect on both M&A and operational activism.
Julie Jones explains why the Sungard buyout was critical for her career, how she approaches firm management and what she's learned from colleagues and business leaders along the way.
Paul Hastings activist defense adviser Sean Donahue discusses nontraditional activist campaigns seeking to oust directors in uncontested elections, at special meetings and via written consent solicitations.
Willkie's PK Paran discusses moving to New York from London in 2019, changing law firms two years later and insurance industry M&A.
Kirkland partner Ed Lee discusses his pride in helping take the media and technology company Webtoon public and how the legal industry has evolved over his career.
Forward Risk co-founder Brendan Foo dismisses assertions that business intelligence advisers to activists are knocking on doors in an aggressive way.
In this week’s Drinks With The Deal podcast, Greene-Levin-Snyder's Alisa Levin discusses her career as a legal recruiter and how lawyers and law firms should think about the market for lateral talent.
On the most recent Drinks With The Deal podcast, Mark Bekheit, the global vice chair of M&A at Latham & Watkins, discusses how his brief time as an in-house lawyer at Sandisk was pivotal both for client development and perspective on his career.
Dan Nardello, the founder of business intelligence firm Nardello & Co., talks about resume inconsistencies, credit card and corporate jet abuse, and vetting directors in the MeToo era amid activist campaigns.
Stride Consumer's partner Steve Berg discusses the firm's investment strategy and the state of consumer M&A in 2024.
In the most recent Drinks With The Deal podcast, Scott Freling, the vice chair of government contracts at Covington & Burling, talks about the practice and its intersection with M&A and PE.
Vestar's co-head of investments Nikhil Bhat discusses the firm's $1.2 billion continuation vehicle for Circana, its use of bilateral recaps and interest in route-based facility services.
Keith Gottfried of Gottfried Shareholder Advisory, an adviser to companies targeted by activists, discusses advance dissident nominee interviews, 13D rule changes, corralling retail votes and M&A committee settlements.
Vinson & Elkins co-head of M&A and capital markets Steve Gill talks about how the rise of energy PE has changed the Houston legal market and what he learned from advising Huntsman on its troubled deal with Apollo.
In the most recent Drinks With The Deal podcast, Simpson Thacher M&A partner Michael Chao says that exposure to new businesses and legal issues makes the practice appealing to him and helps him be a better lawyer.
Churchill managing director Anne Philpott discusses the firm's direct lending and PE strategies and expectations for M&A in 2024.
In the most recent Drinks With The Deal podcast, Skadden M&A partner Do Kim discusses working as a translator between college and law school, how she approaches managing associates and making partner at the start of the pandemic.
Top activism defense banker Pam Codo-Lotti, Global Chief Operating Officer of Activism and Shareholder Advisory at Goldman Sachs, discusses activism, divestitures, capital returns and other M&A topics.
Mimi Wu talks about signing up two big deals in her last months as an associate, her affinity for distressed M&A and how getting an M.B.A. along with a J.D. has helped her as a lawyer.
Sidley Austin's Josh DuClos offers his thoughts on the new SEC regulations for SPACs, the larger economy and market as well as the historic role that private equity firms have played in the SPAC sector.
Activist investor and adviser Michael Levin explains how he's seeking to strengthen a Delaware settlement to require a binding pay vote at the electric car maker, and he talks Tesla reincorporation and more.
In the latest episode of Drinks With The Deal, Wachtell’s Jake Kling talks about milestone deals for him, what he learned from his clerkship and how becoming a parent changed his view of being a lawyer.
Lincolnshire principal Matt Nacier discusses the firm's interest and investments in business services, including facility services, an increase in M&A opportunities in 2024 and more.
On this week’s episode of Drinks With The Deal, Ryan Stone, a corporate development professional at Cadence Design Systems, discusses how an early stint in the Marine Corps helped shape his career.
Elina Tetelbaum, a Wachtell Lipton Rosen & Katz activist defense partner, takes AIT behind the scenes to explain how companies and activists negotiate confidentiality agreements, as well as the trading and campaigning restrictions they typically include.
In this week’s Drinks With The Deal, Steve Cohen talks about his varied legal career, in which he’s been the GC at Ron Perelman’s MacAndrews & Forbes and worked for New York governors Mario and Andrew Cuomo.
On this week’s Drinks With The Deal podcast, Chris Machera, the co-head of PE at Weil, discusses how early jobs in restaurants and as a paralegal were great training for life as a lawyer.
Macquarie Capital's global head of financial sponsors Tom Amster discusses private equity's dealmaking prospects in 2024 amid mounting pressure to return capital to LPs.
Freshfields activist defense attorneys Ethan Klingsberg and Elizabeth Bieber discuss insider-controlled company activism, subcommittee formation in settlements, governance and more.
Kathy Ruhland discusses leading deal teams and being co-head of the corporate practice group at DLA Piper as well as her time in-house at General Mills.
Perella Weinberg activism banker Jillian Alsheimer and her husband, Sebastian, an activism partner at Wilson Sonsini, discuss marriage, white squires, M&A and prospects for Bernie Sanders as a labor-backed director nominee.
Law firms will have to relate to their associates very differently in the next decade, says Orrick’s Matthew Gemello, in just one of the major changes facing Big Law.
Akin’s Doug Rappaport and Jason Koenig discuss strategic board subcommittee disclosures, books and records requests and unintended consequences for companies with 13D rules.
Steve Epstein, the co-head of M&A and PE at Fried Frank, discusses his time as a junior banker in Frank Quattrone’s tech group at Credit Suisse, his return to the law and the challenges of running a group.
Goldman Sachs global head of M&A structuring David Dubner discusses the growth in corporate separations, particularly at large-cap businesses with diversified operations, amid a rise in interest rates over the past couple of years.
Corsair Partner Jeremy Schein discusses the convergence of payments and software, unpacks a recent insurance exit and takes stock of sponsors' portco pipeline.
In the latest Drinks With The Deal podcast, Fenwick M&A partner Bomi Lee talked about her decision to focus on tech M&A and what changes when a lawyer makes partner at a firm.
Investcorp's head of North American private equity, Dave Tayeh, discusses backing middle market businesses that serve 'needs versus wants.'
Following a number of crackdowns from global competition regulators, Baker McKenzie partners Duffy Lorenz and Creighton Macy share their experiences, insights and advice for clients looking to run a smooth deal process and minimize unexpected antitrust curveballs.
Eli Albrecht, a partner at SMB Law Group, talks about creating an M&A practice outside of a large law firm on this week’s Drinks With The Deal podcast.
White & Case partner James Hu explains why activists frequently push for sales and divestitures and how a transaction without a shareholder vote can attract insurgent funds.
In the latest Drinks With The Deal, SPAC sponsor Harry Sloan discusses perhaps the most successful SPAC ever, how Eagle Equity approaches the SPAC market and why as the head of MGM he hired Tom Cruise when nobody would.
Mark Lebovitch, a longtime shareholder plaintiffs lawyer, discusses his career, his recent decision to retire from his practice and what he may do next.
Managing director Gloria Lin, who focuses on strategic defense and shareholder advisory, discusses the pros and cons of defense PIPE infusions, governance and M&A insurgencies.
In the latest Drinks With The Deal Podcast, Databricks general counsel Trâm Phi discusses the company’s $1.3 billion purchase of MosaicML, the legal uncertainty around AI and the challenges of managing a growing legal department.
Baker McKenzie’s Helen Mantel and Jo Hewitt talk with host Surani Fernando following the publication of Baker McKenzie’s 20th anniversary edition of its Post-Acquisition Integration Handbook. Mantel and Hewitt share their unique experiences, insights and advice for clients seeking to yield optimal value creation once an M&A deal closes. This episode touches upon key themes including a changing regulatory landscape, foreign investment review, ESG, tax and employment law, IT and internal system drivers, the importance of a PMO and much more.
Solomon's co-head of consumer and retail Cathy Leonhardt discusses the choppy consumer M&A market and the busy sub-sectors still catching investor attention.
Skadden partners Richard Grossman and Demetrius Warrick discuss expanded board settlements, M&A activism, short seller attacks and spinoff, startup activists.
In the most recent Drinks With The Deal podcast, Paul Weiss M&A partner Laura Turano discusses working with Carrier on its deal for Viessmann and Merck on its acquisition of Prometheus as well as key deals in her development as a lawyer.
Doug Ellenoff, who heads up Ellenoff Grossman & Schole's SPAC practice talks about how SPAC's obituary was premature. Guest hosted by senior reporter Bill Meagher.
Christina Bresani, the head of corporate advisory at investment bank William Blair, explains why sometimes advisers need to tell the emperor they don’t have any clothes, when it comes to dealmaking, and in other cases companies need to "drop the crumbs" before unveiling a large transactions.
Baker McKenzie’s Lawrence Lee (Partner) and Coinbase’s Victoria Wong (Associate General Counsel, Corporate) talk with host Surani Fernando about M&A trends within the evolving cryptocurrency sector. They discuss how a volatile market and intensifying regulatory landscape are impacting the fast-growing sector. Both guests give their unique insights into how dealmakers and serial acquirers are navigating industry headwinds and regulatory uncertainties, while taking a pragmatic approach for the future. Sponsored.
Angry shareholders are running untraditional campaigns at companies with many retail investors, and corporate executives need to deal with it, Morrow Sodali’s Geoff Weinberg explains.
Ranesh Ramanathan, co-head of private credit and special situations at Akin, discusses why he decided to return to a law firm after 14 years in-house at Citi and Bain and how he's thought about his career.
In the latest Drinks With The Deal podcast, Shearman M&A partner Lara Aryani talks about how her practice has evolved and why it’s OK not to know what you want to do as a young associate.
On the latest Drinks With The Deal podcast, Brian Fahrney, the co-head of M&A and PE at Sidley, discussed lateral hiring, mentoring and the enhanced regulatory scrutiny on deals.
Michael Fein, who recently launched proxy solicitor Campaign Management, explains how activists screen for ‘weak link’ directors and whether ESG contests will follow Carl Icahn’s McDonald’s effort.
Camila Panama, an M&A partner at Mayer Brown, discusses how she got hooked on M&A and how she's pursued that interest at different firms.
Solomon Partners' managing director Connor Mitchell discusses private equity's growing interest in staffing and consulting, a temporary slowdown in the sector's M&A and reasons for optimism.
Kline Hill's Managing Director Raudel Yanez discusses the firm's latest investment in the semiconductor supply chain and the rise of continuation funds.
Dean Fuerth, the beverage director at the Nakazawa restaurants, discusses his approach to the guest experience and how he came to work in hospitality.
Goodmans partner Jonathan Feldman explains why activists have advantages when targeting Canadian companies, and he offers views on Starboard’s unusual investment in a Canadian company.
Austin Lee, an energy M&A partner at Bracewell in Houston, discusses being a landman, the difference between working in-house and at a law firm, and energy transition.
FTV Capital's Managing Partner Brad Bernstein talks about disintermediating traditional financial services, "value-add envy" and the firm's 25th anniversary.
Wachtell's Ryan McLeod talks about clerking for Bill Chandler, working as a litigator in Delaware and the most important corporate law issues facing the state's courts.
The Davies, Ward partner Patricia Olasker discussed why she expects a bifurcated U.S. legal advice system to change, as it did with hostile bids, and she talked about why so few women work on M&A and activism.
The shareholder activism defense leader at Ernst & Young explains why ESG proponents and second tier activists may be reticent to launch director contests, while brand name insurgents can ‘weather the storm.’
Jonathan Levitsky, an M&A and PE partner at Debevoise & Plimpton, discussed clerking on the Supreme Court, working on the Kosovo peace accords and transitioning to an M&A and PE practice.
In the most recent Drinks With The Deal, Jim Kennedy, an M&A partner at Hunton Andrews Kurth, discussed recent Delaware decisions on restrictive covenants.
Author Matt Garcia discusses his new biography of Eli Black, a midcentury CEO whose efforts at corporate social responsibility ended in tragedy.
Donna Anderson, chief of corporate governance for asset manager T. Rowe Price, explains why it will speak publicly about certain deals and why companies facing activists might want to think about visiting her before traveling to see a nearby proxy adviser.
Stephanie McCann, a finance partner at McDermott Will & Emery, talks about her path into the practice and what she's seeing in the market now on this week's Drinks With The Deal podcast.
On the most recent Drinks With The Deal podcast, Cleary Gottlieb's Chris Moore talks about the effect of SVB's demise on Silicon Valley, recent changes in how PE sponsors are funding deals and the possible effect of ChatGPT on legal practice.
Freshfields' Jenny Hochenberg discusses her unusual path to becoming an M&A lawyer, the challenges of being a young partner and managing the intensity of the job in the most recent Drinks With The Deal podcast.
On the latest episode of Fresh Start, CohnReznick’s Taylor Sherman and The Deal’s own Bill Meagher discussed distress among companies that went public via Special Purpose Acquisition Company, or SPAC.
Lauren Gojkovich, who switched sides to advise activists at LDG Advisory, discusses prospects for 'activated' historically passive institutions and why the universal card in contests could reduce proxy adviser influence.
On the most recent Drinks With The Deal, Skadden M&A partner Sonia Nijjar discussed her work on the sale of Bear Stearns, her transition to a tech M&A practice and advising Activision and Elon Musk last year.
ZMH Advisors' Waheed Hassan, who has advised on major proxy contests at Huntsman, U.S. Foods and LivePerson, discussed activist director recruitment, Masimo's now removed bylaws and Nelson Peltz vs. Disney.
Amy O'Keefe, an M&A and PE partner at Nixon Peabody in Boston, discussed the rewards and challenges of advising founders on the sales of their companies on this week's Drinks With The Deal podcast.
Baker McKenzie partner Aarthi Belani, AbbVie head of immunology business development and acquisitions Rachel Strick, Flare Capital Partners co-founder Michael Greeley and Patient Square Capital founding partner Neel Varshney share their insights on M&A trends in the healthech and biotech sectors for the third episode of the Talking M&A podcast.
Rezwan Pavri, a securities and M&A partner at Wilson Sonsini in Palo Alto, talks about balancing the two practices and the challenges his clients are facing in the most recent Drinks With The Deal podcast.
U.K. based attorneys Tom Matthews and Sonica Tolani of White & Case, who advise both activists and companies, explains why they are seeing a trend of insurgent managers partnering with PE to try to buy companies they previously targeted with agitation campaigns.
Nicole Macarchuk's career as a PE lawyer in-house and at law firms has paralleled the evolution of the asset management industry as PE sponsors, hedge funds and credit funds have increasingly crossed into each other's markets.
Berkeley Law professor Kenneth Ayotte discusses the way controversial out-of-court deals are influencing Chapter 11 transactions.
Baker McKenzie IP and data privacy partner Cynthia Cole talks about her experiences as an in-house lawyer at tech companies and how the focus of her tech transactions practice has shifted to data.
Partner Carl Press discusses the Thoma Bravo's Explore fund, its middle market playbook and the fund's symbiotic relationship with the Discover and Flagship funds.
David Bonser, co-head of corporate and head of the REIT practice at Hogan Lovells, discusses the development of his practice and how he applies those lessons in managing younger lawyers.
Matt Saur, one of the founding partners of law firm Woolery, explains why Nelson Peltz faces an uphill battle at Disney, what it was like working with Carl Icahn on his Xerox campaign and why activists will continue to push for M&A.
David Hahn, a finance partner at Davis Polk, discusses the current state of the finance markets and the evolution they've seen in recent years in this week's Drinks With The Deal podcast.
Pablo Bonjour, former financial adviser to Cred, returns with his thoughts on the Chapter 11 filing of FTX on the latest episode of Fresh Start.
Pablo Bonjour, former financial adviser to Cred, discusses lessons learned from the case as well as the Voyager and Celsius bankruptcies on the latest episode of Fresh Start.
Saee Muzumdar, an M&A partner at Gibson Dunn in New York, discussed what she learned from beginning her career during the financial crisis of 2008 and how dealmakers are adjusting to challenging markets.
Jeremy Greene, a doctor and a professor of history at Johns Hopkins, talks about his new book The Doctor Who Wasn’t There, on the use of communications technologies in American medicine.
Cal Smith, co-head of M&A at King & Spalding, talked about the experience of watching his parents build a Burger King franchise and how it helped shape his approach to practicing law, in the latest episode of the podcast.
Baker McKenzie partner Airi Hammalov shared her insights on cross-border trends in M&A for the second episode of The Deal’s Talking M&A podcast.
Derek Zaba, the co-chair of Sidley’s shareholder activism practice, explains why an insurgent investor might be more willing to push for M&A than seek out an operational thesis in today’s volatile markets.
Andy Levine, the co-chair of private equity at Jones Day, discussed the value of attorneys working together in the office as well as the current state of M&A and PE in this week's Drinks With The Deal podcast.
Diane McKeever, the head of Ides Capital Management, discusses her latest campaigns and talks about collaborative efforts at Arcosa and Graphic Packaging.
Bob Grammig of Holland & Knight talks about the possible threat to law firms posed by artificial intelligence and the growth of his firm on the most recent Drinks With The Deal podcast.
Mark Viviano, the lead portfolio manager of the oil and gas-focused Kimmeridge’s public investment team, discusses ESG, his company’s latest activist investments and why change-of-control payments should include stock in combined companies.
Arlene Hahn, who heads the tech transactions group at White & Case, discusses her practice and her personal reasons for being so passionate about diversity and inclusion during the latest Drinks With The Deal podcast.
Ian Nussbaum, an M&A partner at Cooley, discusses how he approaches reading case law and what he learns from it during the latest Drinks With The Deal podcast.
Chris Young, the global head of contested situations at Jefferies, discusses his view of the 'duopoly proxy advisory services' on contested M&A and director contests.
Len Teti, a tax partner at Cravath, discusses his work on spinoffs and how young tax lawyers should think about building their careers during the latest Drinks With The Deal podcast.
The University of Pennsylvania professor David Skeel discusses the recent backlash against the bankruptcy system — including against judge shopping, the Texas Two-Step and third-party releases — and what can be done.
Lawrence Elbaum, the co-head of the shareholder activism practice at Vinson & Elkins, explains why activists will be back at Kohl’s next year, his expectations for Musk vs. Twitter and his case for SPACtivism.
Baker McKenzie partners Steven Canner and Darcy Down sit down to discuss the complexities of carve-out transactions, why more companies are considering them and how to make sure they are executed smoothly. Sponsored.
On the latest podcast, Patrick Ryan, the global head of finance and credit at Simpson Thacher, discusses the evolution of the lending markets over the course of his career and the rise of direct lending.
Goodwin's Sean Donahue, a top corporate adviser on activism and an ex-SEC regulator, explains why proxy contest rule changes and a market 'dislocation' could create a 'perfect storm.'
On this week's Drinks With The Deal podcast, Steve Camahort, the chair of global M&A at Paul Hastings, discusses Elon Musk's bid for Twitter as well as the evolution of tech PE and the Bay Area legal market.
Professor Adam Levitin of Georgetown University on the latest Fresh Start podcast discussed what could happen to investors in cryptocurrency if a crypto exchange were to file for bankruptcy.
Court Square managing partner Jeff Vogel discusses the firm's approach to investing with founders, the spin out from Citi and changes in the tech market.
Rule Garza Howley’s Rick Rule and Dan Howley discuss why now is the right time for their antitrust boutique in Washington on the latest episode of Drinks With The Deal. Guest hosted by The Deal's Washington D.C. Senior Editor David Hatch.
Daniel Kerstein, Barclays' global head of M&A, ESG and activist defense, insists that the deal market hasn’t yet slowed down, but if it does activists will find new entry points.
Ernest Wechsler, head of the corporate group at Kramer Levin, discusses his approach to negotiation and the value of being collegial.
Thomas H. Lee managing director Jim Carlisle discusses the buyout shop's approach to investing in technologies such as automation, software and online marketplaces.
The latest Activist Investing Today podcast interviewed Shareholder Commons’ Rick Alexander about why he thinks Twitter shareholders should demand that the social media giant set up an independent oversight trust as they evaluate Elon Musk's $44 billion acquisition. Alexander tells AIT he doesn't expect regulators or shareholders will stop the deal from happening, but he thinks investors shouldn't accept a traditional deal closing because of what he calls the implications of the transaction on "the public square."
Nicole Jantzi and Paul Schoenhard, IP partners at Fried Frank, discuss the increased importance of patents in the automotive sector as well as the companies' desire for a broad IP strategy in this week's podcast.
Matt Goodman, an M&A partner at Sullivan & Cromwell, talks about the transition from associate to partner in this week's Drinks With The Deal podcast.
Ele Klein, the chief of Schulte's shareholder activism group, explains why he believes ‘there was clearly something wrong’ with Elon Musk’s initial disclosure of a big Twitter investment.
Carolyn Vardi, head of the PE industry practice group at Ropes & Gray, talks about the current state of PE and the challenges and opportunities of a more fluid market for legal talent.
Fenwick & West M&A partner Ken Myers talks about the influence his mentor Alexandra Korry had on him, the challenges of being in a two-lawyer couple and how he approaches legal technology.
Monogram Capital co-founder and partner Jared Stein talks about finding upstart consumer brands, the firm's investment criteria and cutting through the noise to find long-term trends.
Gavriel Kahane, co-founder of the real estate-focused private equity firm Arkhouse Partners, talks about activism within a market that is experiencing 'rapacious private demand.'
UC Berkeley professor Carolyn Chen discusses her new book 'Work Pray Code: When Work Becomes Religion in Silicon Valley,' in which she argues that companies have replaced religious institutions as sources of meaning and identity for white-collar Americans.
Lazard’s Jim Rossman, a top corporate defender and banker, explains why a new disclosure rule is a 'big win' for companies while changes to proxy contest rules will open the floodgates to activists nominating director candidates.
Kirkland debt finance partner Eric Wedel discusses the evolution of the practice and how the emergence of capital markets desks at PE sponsors have changed it in this week's podcast.
Wachtell Lipton’s David Katz, a top corporate defender, explains why he is excited that the nation’s securities regulator just issued new tougher transparency rules for activists.
Kimberly Smith, head of Katten's corporate department, discusses the current state of middle-market dealmaking, her work with family offices and increased regulatory scrutiny of even smaller deals.
Justin Savage, co-head of the environmental and automotive and mobility groups at Sidley Austin, discusses his unconventional path to law firm practice, what he learned at the DOJ and how he talks to boards and management teams about environmental issues.
Ann Chung and Kelley Morrell, managing directors at Blackstone, take a deep dive into the firm's stake in the popular shapewear brand Spanx, the private equity giant's approach to investments and more.
Covington head of M&A and corporate Catherine Dargan discussed building her healthcare M&A practice, current issues in healthcare dealmaking and her approaches to diversity and inclusion and associate retention in this week's podcast.
Eduardo Gallardo, co-chair of M&A and chair of the activist defense group at Gibson Dunn, discussed the universal proxy, the Williams case and more on this week's Drinks With The Deal podcast.
Scott Mushkin, a consumer-focused researcher, discussed Mantle Ridge’s contest at Dollar Tree and compared the discount retailer’s new pricing strategy to Coca-Cola’s failed ‘New Coke’ endeavor.
Greg Varallo, partner at Bernstein Litowitz in Wilmington, discussed the switch from representing companies to working with shareholders, Andy Bouchard's achievements as Chancellor, his love of hunting, poker and the American University of Rome and more in this week's episode of the podcast.
Tariq Mundiya, the head of litigation at Willkie Farr & Gallagher, discusses the Williams poison pill case from earlier this year as well as the CytoDyn decision and the evolution of Delaware's Caremark doctrine in this week's Drinks With The Deal podcast.
James 'Jim' Barresi, who heads the financial services practice at Squire Patton Boggs, explains how his time as an in-house lawyer at US Bancorp in the 1990s has shaped his approach to private practice and how he works with clients who are considering a deal.
On the latest edition of Drinks With The Deal, David Wondrich and Noah Rothbaum discuss their work editing the new Oxford Companion to Spirits and Cocktails, which considers at length the companies, entrepreneurs and trends that have driven the alcohol business.
Ed Zimmerman discusses building the tech group at Lowenstein Sandler and his commitment to social justice on the latest Drinks With The Deal podcast.
Professor Melissa Jacoby of University of North Carolina at Chapel Hill discusses the limits of bankruptcy in handling mass tort cases and the recent filings of Purdue Pharma LP and others on the latest episode of the Fresh Start podcast.
M&A lawyer Krishna Veeraraghavan talks about health care M&A and the risks of excessive antitrust regulation of combinations between biotech and pharma companies in the Drinks With The Deal podcast.
Matt Simpson of Mintz Levin discussed his transition from peace negotiator to M&A lawyer, why he enjoys the middle market, what he's learned from advising reps and warranties insurers and how he finds serenity on sailboats in the latest edition of Drinks With The Deal.
EQT Growth head Marc Brown said EQT's desire as a firm to do well financially while promoting diversity and inclusion appealed to him as he looked to start a new phase of his career after 20 years working on M&A deals at Microsoft.
Moelis' Duncan Herrington spoke with the Activist Investing Today podcast about proxy advisers and corporate director selection efforts following ESG activist Engine No. 1's big win at Exxon Mobil.
Rob Jackson, a former SEC commissioner and current NYU Law professor, and John Morley, a professor at Yale Law School, said SPACs should be treated more stringently by the SEC and discussed their current research projects during the latest Drinks With The Deal podcast.
Hilco Global president Ian Fredericks discusses the business of liquidation and the outlook for retail on this week’s Fresh Start podcast.
Brian Stafford, CEO of the governance risk and compliance software provider Diligent Corp., explains why he thinks boards are reevaluating their membership in the wake of Engine No. 1’s surprising ESG victory at Exxon Mobil.
V&E's Lande Spottswood discussed the energy sector's recent evolution and the implications for both private equity and strategic buyers on the latest Drinks With The Deal podcast.
Ethan Klingsberg, head of U.S. corporate and M&A at Freshfields, discussed the pressures that increased antitrust scrutiny has put on dealmaking and how companies can respond during the latest Drinks With The Deal podcast.
Lovell Minnick's Steve Pierson says smaller, more nimble financial tech companies have driven large financial institutions to hire, acquire or partner with them to boost growth and innovation in the latest episode of the Behind The Buyouts podcast.
Cleary Gottlieb's Jim Langston discussed how companies are responding to more vigorous antitrust enforcement during the latest Drinks With The Deal podcast.
Rene Stewart, Co-head of Vista Equity Partners’ Endeavor Fund, talks about how the fund finds high quality businesses, navigates frothy markets and helps scale businesses through operational support in the latest episode of the Behind The Buyouts podcast.
On this week’s Fresh Start podcast, UC Hastings Law professor Jared Ellias discusses his new paper, which quantifies a trend gaining increasing attention, the increase in corporate directors with bankruptcy experience on the boards of companies entering Chapter 11.
M&A lawyer Alec Dawson, of Morgan Lewis, discusses the opportunities and challenges in the SPAC market and the difficulties of doing deals remotely on this week’s Drinks With The Deal podcast.
Kilometre Music Group CEO Michael McCarty and Apex Fund Services' John Bohan say PE firms remain keen on acquiring music royalties, with an eye on subscription revenue from music streaming services in the latest episode of the Behind The Buyouts podcast.
Caley Horan, a history professor at MIT, and Dan Bouk, who teaches at Colgate, discussed their work on the history of life insurance in the U.S. 20th century and its implications for today on the latest episode of the podcast.
Vyacheslav Fos, a professor in Boston College's finance department, discussed his new paper on shareholder record dates and findings that corporations can disclose such dates in ways that leave retail investors and some sophisticated shareholders in the dark.
Jonathan Levy, University of Chicago professor and author of the new book 'Ages of American Capitalism,' discussed the influence of the 2008 financial crisis on his work, the role of the factory in the American imagination, Herman Melville's insight into American economic life and his love for the city of Houston on this week's Drinks With The Deal podcast.
Sun Capital co-founder and co-CEO Marc Leder said the firm focuses on opportunistic deals with companies facing challenges rather than pristine targets that need little operational input in the latest episode of the Behind The Buyouts podcast.
Destin Jenkins, a history professor at the University of Chicago, discussed his new book 'The Bonds of Inequality,' and how San Francisco's municipal bond market was used for more than four decades to advantage whites at the expense of blacks and the city’s Asian-American community.
Nell Minow, vice chair of ValueEdge Advisors, a former activist investor and ex-president of Institutional Shareholder Services, explains why insurgent fund managers no longer must resemble the corporate raider-type character portrayed in 'Wall Street' when considering director contests.
David Magdol, president and chief investment officer at business development company Main Street Capital, talks about his view of the economy through the lens of 174 portfolio companies in the latest episode of the Behind The Buyouts podcast.
David Makarechian, who heads the emerging technologies group and the northern California corporate department at O’Melveny & Myers, compares today's tech market with that of the late 1990s and discusses his work with Silicon Catalyst and his love of Singapore street food on this week's Drinks With The Deal podcast.
Paul Rose, associate dean for strategic initiatives at Ohio State University, talked about his new study on the relationship between big investors and proxy advisers as well as his view that the activist investment movement wouldn’t exist in its current form without the help of proxy advisers.
TJ Maloney, CEO of middle market PE shop Lincolnshire, tackles myth versus reality on private equity as job killers or creators in the latest episode of the Behind The Buyouts podcast.
Ann Beth Stebbins, partner at Skadden, Arps, Slate, Meagher & Flom LLP, discusses her work with Gucci, Westfield and Apax; her thoughts about building and strengthening client relationships; and her deep ties to Georgetown on this week's Drinks With The Deal podcast.
Winston Song, the managing director and co-head of the consumer group at New York-based private equity firm Vestar Capital, talks about his role in the better-for-you foods business.
Julie Cohn, author of a leading history of the electricity grid, discusses the February power outages in Texas as well as how the grid might change in this week's Drinks With The Deal.
David Carpenter, the co-head of Mayer Brown's New York corporate and securities practice, talks about his work for Nestle, his love of wine and his involvement with SommTV is the latest episode of the podcast.
On the latest episode of the Activist Investing Today podcast, Bruce Freed, the co-founder and president of the Center for Political Accountability, discusses the growth in support for shareholder proposals urging corporations to disclose election-related spending – and he explains why companies that don’t disclose payments face political risk.
Duane Morris finance partner Anastasia Kaup talks about her practice, her work with the firm's diversity and inclusion committee, the importance of mentoring and her enjoyment of Krav Maga in this week's Drinks With The Deal podcast.
Christopher Phillips, a history professor at Carnegie Mellon, discusses his book Scouting and Scoring, on the long history of talent evaluation and data usage in major league baseball in this week's Drinks With The Deal podcast.
Josh Fabian, an African American entrepreneur and co-founder and CEO of Metafy Inc., says Covid fueled interest in his business that turns esports stars into coaches, while the Black Lives Matter movement stoked investor efforts to fund African American entrepreneurs in this week's Behind The Buyouts podcast episode.
Max Frumes and Sujeet Indap, authors of a new book detailing the vicious, protracted Caesars restructuring, discuss the historic case in this week's Drinks With The Deal podcast.
The market in Europe has held up surprisingly well over the last year, Vica Irani, head of EMEA M&A at Jones Day, said on the latest episode of the Drinks With The Deal podcast.
Ancora’s James Chadwick, head of alternative investments, discussed why retailers should consider sale-lease backs and how ex-CFOs and founders can help drive an activist campaign, on the latest episode of the Activist Investing Today podcast.
White & Case M&A partner Germain Gurr and Peter Wexler, of long-time client Schneider Electric, sit down with The Deal to talk dealmaking, her life-long pursuit of improved opportunities for women and Latin Americans in law, and more. Sponsored.
John Olson, partner at San Francisco-based Gunderson Dettmer, discussed the appeal of SPACs for technology companies and the continued prominence of Silicon Valley as a tech center in this week's Drinks With The Deal podcast.
In the latest episode of Behind the Buyouts, 3i Group dealmaker Andrew Olinick says the U.S. buyout market is big enough to find companies to purchase outside of traditional sales processes, but it takes time.
Steven Haas, the co-head of M&A at Hunton Andrews Kurth, discusses what he learned from working for Travis Laster, the state of Delaware law on officer liability, MAE clauses and ordinary course covenants and why he enjoys teaching M&A at the University of Richmond in this week's Drinks With The Deal podcast.
James Rasteh, the founder of the sometimes activist fund Coast Capital, offered up a new strategy for environmental activists, and reasons he thinks the Canadian gold mining sector is ripe for consolidation and ESG efforts, on the latest episode of the Activist Investing Today podcast.
Sajan Pillai, the founder, CEO and Managing Partner of Season Two Ventures, sees tech talent from India fueling investment opportunities as he works to accelerate growth at his portfolio companies in the latest episode of Behind the Buyouts.
Amber Banks, partner at Fried Frank, discusses the challenges of being a lawyer from a non-traditional background and how law firms can become more welcoming places for women and people of color in this week's Drinks With The Deal podcast.
MIT historian of finance Will Deringer talks about what he learned from his time as a Blackstone analyst, Michael Milken and early spreadsheet programs, the South Sea Bubble and the many uses of present value in this week's episode of Drinks With The Deal.
Stuart Cable, vice chair and head of M&A at Goodwin Procter, discusses building the firm's biotech practice, helping Covid-19 vaccine developer Moderna grow over the years and recent transformational deals in the latest edition of the Drinks With The Deal podcast.
On this episode of the Activist Investing Today podcast, Shane Goodwin, the chief of the Applied Corporate Governance Institute, explains why credible “economically motivated” activists won’t target corporations with poor governance or problematic CEO pay unless they have a broader M&A or operational goal in mind.
Stephanie Hosler, who heads Bryan Cave Leighton Paisner's corporate and finance transactions group, talks about her experiences as a Latina M&A lawyer and her desire to help create a more diverse workplace in the latest edition of the Drinks With The Deal podcast.
CEO Craig J. Lewis discusses the rapid growth of his Dallas-based company Gig Wage Inc., a payroll services specialist for companies that use part time workers in the gig economy and how he sees a missed opportunity by venture capitalists to invest in African American startups in the latest episode of Behind the Buyouts.
Davis Polk's Daniel Brass discusses the challenges of cross-border dealmaking and lessons he learned when he started practicing in New York after starting his career at Slaughter and May in London on the latest episode of Drinks With The Deal.
Our third and final installment on the precedent-making merger of T-Mobile and Sprint features Melissa Scanlan, who oversees antitrust law in T-Mobile’s legal department, and David Gelfand, one of the lead lawyers on Cleary Gottlieb’s trial team. The pair explore the future regulatory implications of the court’s decision in their case. Sponsored
Paul Bird, a partner at Debevoise & Plimpton, discusses his work for Clayton, Dubilier & Rice and Aveva's acquisition of OSIsoft on the latest episode of Drinks With The Deal.
Billy Weber, a former banker and current CEO of fintech company Checkpoint Capital, provides perspective on monetary policy, the community banking space and increased transparency in the bond market looking ahead to 2021 in the latest episode of Behind the Buyouts.
Luke Bergstrom, an M&A partner at Latham & Watkins, discusses his passion for cocktails, how he got from Pittsburgh to Silicon Valley in the 1990s and how he approaches helping manage Latham's global M&A and technology groups.
Ken Lefkowitz, an M&A partner at Hughes Hubbard, talks about his work for clients including Frank Lozenzo's Jet Capital and Anthony Tan, who founded Singapore-based ride-hailing company Grab, during the latest episode of the Drinks With The Deal podcast hosted by David Marcus.
Priya Pradhan Karkar, vice president of business development, at Kline Hill Partners, expects an uptick in secondary PE fund stake M&A in Q4 after a Covid-prompted lull. While the secondary market has traditionally been a place for larger deals with big LPs as buyers, Kline Hill focuses on the lower end of the middle market in the buying and selling of PE fund positions.
In the second of our three-part series on the landmark T-Mobile/Sprint transaction, Cleary Gottlieb partners George Cary and Daniel Culley and T-Mobile’s senior vice president of litigation and intellectual property Laura Buckland discuss the intense federal court trial the wireless carriers won against a group of several state attorneys general. Cary, Culley and Buckland deconstruct U.S. District Judge Victor Merrero’s decision in the case and offer their opinions on what swayed the judge to their side. Sponsored
Dan Zacchei, the president of special situation communications at Sloane, explains why activism can be compared to professional sports within the context of the pandemic, partnerships between PE firms and activists as well as expectations for the industry post-election, among other topics, on the latest episode of the Activist Investing Today podcast.
Cravath, Swaine & Moore's Damien Zoubek discusses changing corporate attitudes toward ESG, the effects of the pandemic on deals signed up in the months before it started and transactions being negotiated now as well as his love of wine in the latest episode of the Drinks With The Deal podcast.
Columbia Law School professor John Coffee talks about why he thinks a new Labor Department proposal represents a shot against ESG investing, new SEC rules for shareholder proposals, and more, on the latest episode of the Activist Investing Today podcast.
Allison Leopold Tilley, a partner at Pillsbury in Silicon Valley, discusses how she built her practice, the lessons she learned from being a director at FBR during its eventful final year and maintaining firm cohesiveness during the pandemic in the latest episode of the Drinks With The Deal podcast.
In the latest episode, VSS managing partner Jeffrey Stevenson traces the arc of the PE firm's development from a shop focused on media deals in the 1980s to its current focus on business services, healthcare IT and services, information and education.
Author, economist and historian Marc Levinson discusses the increasing importance of services and ideas and the reduced role of manufactured goods in global trade, the topic of his new book Outside The Box, in the Drinks With The Deal podcast.
Cleary Gottlieb partner Mark Nelson and T-Mobile EVP and general counsel David Miller kick off a series of three podcasts dedicated to the landmark T-Mobile/Sprint merger. This first episode will cover the overall strategy to obtain successful clearance for the transaction, including the development of the business case and the public and regulatory messaging, and the strategy for DOJ, FCC, the Hill, state AGs, state PUCs, etc. Sponsored
Alicia Ogawa, the director of the Center on Japanese Economy and Business at Columbia Business School, appears on the latest episode of the Activist Investing Today podcast, to talk about the legacy of outgoing Japan Prime Minister Shinzo Abe’s legacy on governance and corporate stewardship, ongoing issues at Toshiba, and more.
Cooley's co-head of M&A Jamie Leigh discusses her career path, why she enjoys advising tech and life sciences companies, how she approaches mentoring younger lawyers and how she's staying sane in the pandemic.
Hamilton Lane's Brian Gildea reveals the forces driving wider use of ESG principles in private markets, but adds that different regions of the world emphasize varying aspects of the approach. LPs must ask questions and then vote with their dollars to shape social agendas in a positive way.
Leo Strine, longtime Delaware judge and of counsel at Wachtell, Lipton, Rosen & Katz, discusses DuPont, Joe Biden, and corporate law in the wake of Covid-19 and Thomas Cromwell in this week’s Drinks With The Deal podcast.
Ken Young, co-head of PE at Dechert, discusses how PE firms have diversified their investments, the challenges of developing law firm partners and his recent deals in this week's Drinks With The Deal podcast.
Cassie Nielsen and Wayne Wu of VMG Partners talk about the role of diversity at their firm and in middle-market deal-making for their consumer-oriented portfolio companies. While women make most of the purchasing decisions in the sector, they still occupy less than 50% of the boards of consumer companies.
Simpson's Alan Klein discusses his stint in London in the late 1990s, his work for Microsoft and Tyco and his passion for films and books on the latest episode of the Drink With The Deal podcast.
Ben Axler, the activist shortseller behind Spruce Point Capital Management, offered a behind the scenes look at two campaigns and his investigative approach to companies, which includes running background checks on executives and directors as well as working with private investigator partners.
Sidley's Dan Clivner discusses lateral hiring, building a PE practice in Los Angeles and law firm diversity in the Drinks With The Deal podcast.
Great Hill Partners co-founder and managing partner Christopher S. Gaffney says the public markets got the valuation of online home products retailer Wayfair all wrong during Covid-19 stock market swoon earlier this year. So, the PE firm teamed up in April with two other private investors to buy $535 million in senior notes in Wayfair, convertible at $72.50 a share, at a time when the stock was trading at about $50. Now, three months later, Wayfair is trading at more than $200 a share.
David Fox discusses building an M&A practice at Kirkland & Ellis, his friendship with Joe Flom and his plans for the next phase of his career in the Drinks With The Deal Podcast with David Marcus.
Chase Purdy discusses his new book "Billion Dollar Burger: Inside Big Tech’s Race For The Future of Food", in which he describes the effort to produce cell-cultured meat on a commercially viable scale.
Ken Bertsch, the executive director of the Council of Institutional Investors speaks with The Deal for its Activist Investing Today podcast about why he thinks 5% threshold poison pills are an 'extraordinary statement of weakness' on the part of the company adopting them. Bertsch also talks about virtual meeting shenanigans and universal proxy cards.
Sarah Frier, the author of the new book 'No Filter: The Inside Story of Instagram' and a technology reporter for Bloomberg, talks about how the app’s co-founder Kevin Systrom was able to succeed for so long after Facebook purchased his startup and what he might do next. She also discussed the elements of good design in the smartphone era and how regulators should approach tech M&A.
Joe Bauernfreund, manager of a $1 billion sometimes activist U.K. fund Asset Value Investors, discussed why he may start submitting shareholder proposals at Fujitec’s annual meeting in 2021 if it doesn’t consider divesting stakes, buy back shares, set up board subcommittees or perform a strategic review.
Colin Steen, managing director at Syngenta Ventures, talks about investing opportunities in the agriculture and food sectors in the The Deal's inaugural edition of Behind the Buyouts, the new podcast that drills down into private equity and venture capital transactions.
David Skeel, a bankruptcy professor at the University of Pennsylvania, talks about his work with the Puerto Rico Oversight Board and the lessons of the great financial crisis for the bankruptcy system on the Drinks With The Deal podcast.
Activist investor Phil Goldstein believes a recent Securities and Exchange Commission decision upholding a closed-end fund's right to ignore a shareholder proposal poses a broader threat to investor rights.
Eric Jackson, manager of technology-focused hedge fund EMJ Capital, says he thinks the company should use cash on hand — and proceeds from expected unit sales — to make its own acquisitions. Jackson explains on Activist Investing Today why eBay may be a "coronavirus play" and what activist investors in the business may be thinking about its new CEO.
The activist investor Ben Rosenzweig talked about why Privet doesn’t want to buy Synalloy now even though he is seeking to take control of its board. He also discussed Privet’s partnership with an operating company for the campaign and his thesis that there could be “fantastic opportunities” that emerge when the volatility subsides.
The founder of the New York-based activist fund explains why he hires CEO experts and other advisers to assist with the fund's campaigns. He also explains why he will stick with his investment and campaign at transport and school bus company FirstGroup — one of the fund's largest positions — even as its share price gets battered.
Many hedge funds first-time activists, family offices and private equity funds who have been contemplating activism are going to walk away from their campaigns, while established activist investors such as Carl Icahn are building stakes and pressing forward with insurgencies, according the co-head of Vinson & Elkins' shareholder activism practice. Elbaum looked back at the 2008 crisis to offer a view of how activist investors might act during the unfolding coronavirus outbreak.
Steven Lipin, founder of communications firm Gladstone Place Partners, talks with The Deal’s David Marcus about the Anixter and Disney/Fox deals, the lessons of WeWork, how he’s gone about building his firm since its 2017 launch, his love of natural wine and his favorite places to eat in New York.
Geoffrey Cain, author of a "Samsung Rising," talked with The Deal for its Activist Investing Today Podcast, about chaebols, the biggest swing vote in South Korea and activist investing. Cain provided behind-the-scenes details about Samsung's campaign to activist Elliott Management and complete its 2015 restructuring. He also talked about Hyundai's own fight with Paul Singer's activist fund.
New community banking activist Abbott Cooper offers his thoughts on his M&A pushes at Community Bankers Trust and First United, two middle-market financial institutions. In a wide ranging conversation, Cooper discussed what he considers to be strong and weak majority vote standards, why there isn’t much succession planning at small financial institutions and his thesis about consolidation in the fragmented banking sector.
Ted Smith, president of Union Square Advisors, discusses Permira's purchase of a majority stake in Lytx, the rise of tech PE, the outlook for software M&A, his work in building Union Square and his love of wine in this month's Drinks With The Deal.
Widener University's Lawrence Hamermesh talks about why there isn't much clarity about whether activists can gain access to corporate books and records to help director fights. The corporate governance and Delaware expert discussed books and record requests, company advanced notice bylaw litigation victories and why he thinks sunset provisions for insider-controlled share voting structures may not make sense.
Frank Aquila discusses his work for Tiffany’s on its sale to LVMH, for AmGen on its purchase of Otezla, and for Novartis on its billion purchase of Medicines Co. as well as his favorite spots in New York, Hong Kong and Tokyo in the Drinks with The Deal podcast with David Marcus.
Retail investors are being harmed by essentially secret IPO protection deals still-private companies are reaching with mutual funds. At least that’s the view of Columbia Law School professor John Coffee, who spoke with The Deal for its Activist Investing Today podcast about so-called IPO ratchets — contracts some mutual funds are receiving entitling them to additional shares in the event an initial public offering falls below the valuation reflected in the final private equity round. In a wide-ranging conversation, Coffee explained that public investors can suffer dilution while the IPO itself is at risk of becoming overpriced. He argued adequate disclosure of the details of these ratchets could discourage their use. On the podcast, Coffee offered shocking details of what a particular ratchet would have given Softbank Group Corp. had WeWork Cos. debuted earlier this year. He also argued WeWork share ownership and voting structure produced a particularly egregious example of why it is dangerous to give a founder, in this case ex-CEO Adam Neumann, too much power.“ This is the most extreme illustration of what can happen when you lock up control in this fashion,” Coffee said. Congress or the Securities and Exchange Commission, however, won't ban these kinds of dual-class share structures giving founders control anytime soon, Coffee said.
The former Citi tech investment banker and author of 'How Money Became Dangerous' talks with The Deal’s David Marcus about working at Disneyland in the 1980s, being a tech banker in after the dot-com crash and investing in influencers.
Diana Moss, president of the American Antitrust Institute, suggested that financial activists are exerting pressure on companies to merge even though they carry a high amount of antitrust or other regulatory risk.
PJ Solomon’s Marc Cooper talks about brand authenticity, the challenges of being a CEO and the joys of the half-bottle.
Jeffrey Pierce, managing partner at activist fund Snow Park Capital, discusses his experiences with agitation at an Australian REIT and gives commentary the recent situation between Elliott and BHP as well as nuances to Australia’s federal corporate governance system on the Activist Investing Today podcast.
The top proponent of shareholder proposals spoke to The Deal’s Activist Investing Today podcast about what he thinks would happen if the nation’s securities regulator made it more difficult to submit proposals on environmental, social and governance issues.
Goodwin On CEO Lobby’s ‘Stakeholders’ Push -The chief of the Applied Corporate Governance Institute told The Deal that Milton Friedman’s 1970 doctrine of shareholder primacy is misunderstood and that the Business Roundtable’s recent ‘stakeholders’ statement of purpose may have a hard time enduring the next recession.
Activist funds face an uphill effort getting the votes they need to effectuate change. That’s the view of Mark Roe, professor of Law at Harvard Law School. Roe spoke with The Deal for its Activist Investing Today podcast about why he thinks that observers should be wary about blaming activist hedge funds for perceived short-termism in the markets. “They [activists] have to have a really persuasive explanation for why something should change in their target company, enough so that index funds, pension funds and others, who initially are inclined to favor management, back their efforts,’ Roe said. In a wide-ranging conversation, Roe suggested that there is a widespread, possible misperception that the public stock markets are particularly short term, with hikes in buybacks and cuts in research creating problems in corporate America. However, Roe argues there is mixed data on the subject. He points out that capital expenditures are down everywhere in the developed world, but less so in the U.S. “There is something else going on,” he said. “Activist engagements are up over the past 10- or 15 years. R&D is up significantly over the past 10 or 15 years.” Roe reviews the concept of so-called “loyalty shares,” which give investors more votes the longer they hold shares. The approach, known as time-phased voting, has long been common in France. “The experience in Europe seems to be that the loyalty shares don’t promote long-termism, but they do facilitate continuing control by founders over a long period of time,” Roe said. “Speaking of activists, the most immediate impact is that activists would have a lower percentage of the vote because they haven’t held shares for two years prior to their campaign typically.”
Some settlements reached between activist hedge funds and corporations represent an “unconditional surrender” by the targeted firm rather than a truce. At least that’s the view of State Street Global Advisers' vice president of the asset stewardship team Philip Vernardis, who spoke with The Deal for its Activist Investing Today podcast about why he thinks companies should do a better job of speaking to their long-term holders (Read: State Street) before reaching agreements that add insurgent-backed director candidates to corporate board. “With shareholder activism rising in recent years…, we’ve also have seen companies entering into settlement agreements with activists more often and much faster than ever before,” Vernardis said. “These agreements are being negotiated between companies and activists behind closed doors, therefore without the voice of long-term investors. In some cases, they resemble an unconditional surrender by the company…” In a wide-ranging conversation, Vernardis said State Street, which has $2.8 trillion in assets, is urging companies to set up longer standstill agreements with fund managers, so hostilities can’t re-emerge quickly in subsequent years. He also believes companies should require activists to hold shares for longer periods “to align them with longer-term shareholders.” Directors affiliated with the activist should tender their resignation if the activist’s stake falls below certain thresholds, he added. Corporate governance is another big issue for State Street. Vernardis notes that the index fund screens corporate directors by the length of their tenure and whether companies have staggered director elections as well as other factors. Since 2014 State Street has voted against over 1200 companies over board refreshment issues. “It’s always about board accountability,” he said. “Annual elections can help increase accountability within a firm, so we take that into account.” Finally, Vernardis also explained State Street’s policy when it comes to the growing trend of corporation’s conducting IPOs giving insiders control of the vote, a major accountability issue for the fund.
A lawsuit or two challenging California's recently approved board diversity law requirement is likely to emerge, though the proponents of such a challenge may not be immediately apparent. At least that's the view of Columbia Law School Professor John Coffee, who spoke with The Deal for its Activist Investing Today podcast about a new trend of legislators pushing to require corporations headquartered in their states to set up diverse boards. In California, a recently approved law requires one female to be installed on each locally-headquartered, publicly-traded corporate board by the end of this year. Coffee suggested that corporations based in the state without women directors may decide against filing a lawsuit challenging the restriction because of what he calls a "high embarrassment" cost. However, he also suggested that "ideological organizations" on the right, such as the CATO Institute, may bring derivative actions, buying a small number of shares, and suing in the name of the company to contest the California law."It would require some degree of collusion between the company and investor, but it is possible we would see that as well," Coffee said. "There is a quite uncertain future facing this legislation."
Activist hedge funds hurt research & development budgets at U.S. corporations, which has a broader negative impact on the economy.At least that’s the view of Columbia Law School Professor John Coffee, who spoke with The Deal for its Activist Investing Today podcast about a study he co-authored on the impact of insurgent managers on corporations and the markets overall.In a wide-ranging conversation, Coffee explained what he thinks is going on with Carl Icahn’s objections to Occidental Petroleum’s acquisition of Anadarko Petroleum and what he thinks might be at play when activists try to nullify blockbuster mergers. Coffee, who runs Columbia’s Center on Corporate Governance, also discussed his thoughts on a new Securities and Exchange Commission effort seeking to rewrite the rules for proxy advisers Institutional Shareholder Services and Glass Lewis.
Canada currently doesn’t have legislation mandating a non-binding vote of shareholders on executive compensation, but legislation percolating on Parliament Hill in Ottawa is likely soon to change the situation. That’s according to Catherine McCall, executive director of the Canadian Coalition for Good Governance in Toronto. McCall talked to The Deal for its Activist Investing Today podcast about why she thinks a Canadian federal government amendment requiring a non-binding say on pay has a “pretty high” chance of being adopted. She also touched on the group’s efforts regarding director qualifications, when it comes to environmental and social risks as well as about efforts to gently push Canadian companies into becoming more diverse.
The Activist Investing Today podcast spoke with The Deal’s media, technology and communications expert Chris Nolter, about whether there would be interest in acquiring Sony’s entertainment assets now that it appears Third Point’s Dan Loeb is seeking to shake things up at the Japanese diversified multinational company. Nolter noted that Sony owns a major Hollywood studio and “there just are not that many of them, so it always has been valuable.” Nolter points to a bidding war that led to a sweetened $71 billion sale of Fox’s TV production and other operations to Disney, as an example why buyers could be interested in buying Sony’s entertainment assets. He notes that Sony could set up a joint venture of sorts, as an alternative to a sale. The podcast reviewed whether other factors could be playing into the potential Third Point campaign, such as a change in management and new Japanese spin off tax laws.
It’s okay to call activist investors corporate raiders. At least that’s the view of Jeff Gramm, the author of “Dear Chairman: Boardroom Battles and the Rise of Shareholder Activism.” Gramm talked to The Deal for its Activist Investing Today podcast about his book, why he launched a proxy fight at Texas Restaurant chain Luby’s and what he thinks about CEO pay packages.“ One big theme of the book is that these shareholder activists through history are kind of all the same,” Gramm said. “They are economic actors out to seek a buck on their investments in public companies and they use engagement with public companies as a means to generate their alpha.”
In 2015, Ertan Enginalev, launched his first public insurgency campaign in Turkey, urging an industrial conglomerate, Akfen Holdings, to consider strategic options such as listing a minority stake of a container port it controlled. Enginalev took some time to speak to The Deal’s Activist Investing Today podcast about the experience and why he thinks Turkey’s investor make up can make the country a strong candidate for public and private activism, even though most companies are insider-controlled and appear to be impenetrable. Under pressure from WSD, Akfen’s shares shot up, outperforming the BIST 100 Index, Turkey’s benchmark stock index, by 151 points over 12 months. By 2019, Akfen was taken private, giving Enginalev his first big win in Turkey. Since then, Enginalev has set up three additional Special Purpose Vehicles with two-year lockups to fund three additional campaigns, all of which, so far, have remained collaborative and private.
Activist investors like Nelson Peltz who have board and operational experience are more likely to be viewed positively by influential proxy adviser Glass Lewis than hedge fund managers that have never held director positions.That’s the view of Mark Grothe, senior analyst in M&A and contested situations at Glass Lewis. Grothe, who has worked on the some of the most contentious proxy fights in recent years, spoke to The Deal’s Activist Investing Today podcast and offered his thoughts on whether the Glass Lewis is more or less likely to recommend that investors support an activist-backed industry expert or one of their hedge fund analyst candidates for a directorship. Grothe also offered his thoughts on change-of-control slates, and why he thinks it is very important for both companies and activists to make director candidates available for conversations.“If you think of someone like Nelson Peltz at Trian, he has a lot of board experience with consumer product goods companies. He has a certain reputation, and calls himself a ‘constructivist,’” Grothe said. “That’s not to say that if Nelson Peltz nominates himself in a board fight he is guaranteed to get a seat but at least you have some board experience. You really want to see industry experience as well.”
The Activist Investing Today Podcast spoke with The Deal’s intrepid Delaware expert, David Marcus, about what to expect in Delaware Chancery Court later this month when rent-to-own retailer Rent-a-Center faces off against its would-be buyer, Vintage Capital. In December, Glenn Welling-targeted Rent-A-Center surprised the markets by saying it was terminating its $1.37 billion deal to be acquired by Vintage Capital after it "did not receive" an extension notice from the buyer. Vintage said RCII’s move was invalid. Now the two companies are in the midst of a Delaware battle over the deal and a whopping (at least for Vintage) $126.5 million termination fee that hasn’t been paid yet. It’s a story with everything: Activism, private equity, M&A, intrigue and now, litigation. Will more lawsuits follow this one?
Chief executives who also serve as board chairs are leaving CEO roles but maintaining chairman positions at a large number of U.S. corporations, a situation that is jeopardizing boards’ independence and effectiveness.That’s the view of Yaron Nili, assistant professor of Law at the University of Wisconsin-Madison, an expert in governance, hedge funds, private equity and activist investors. Nili spoke to The Deal's Activist Investing Today podcast about a new study he just issued that identifies many cases where the company installs a CEO who the former chief executive has been cultivating for the role and whom he will continue to oversee as chairman. “If you have the CEO and ex-CEO both serving, and working in cahoots, so to speak, the power structure is a problem and whether the rest of the directors can resist the chairman and CEO, who are on the same wave length, is a question,” Nili said. According to Nili, there were 217 companies in the S&P 1500 in 2016 that had “successor” CEOs, where the chief executive has stepped down from their executive role but maintained the chairman role.
Individuals who sit on five or more corporate boards - particularly at the largest U.S. corporations -- may not have the bandwidth to focus enough energy and time on each company's strategic and operational issues. At least that's the view of Kurt Schulzke, associate professor of Accounting & Law at the University of North Georgia and director of Kennesaw State University's Corporate Governance Center. Schultzke spoke with The Deal's Activist Investing Today podcast about overboarded directors, and his finding that some of the best-performing companies in the U.S., such as Starbucks Corp. (SBUX), Apple Inc. (AAPL) and Johnson & Johnson (JNJ), have directors who don't serve on many other boards.
A recent proxy season found that the median market capitalization of companies targeted by activist investors was well below $300 million. That’s according to Duncan Herrington, a veteran adviser in the activist investor world, who talked to The Deal’s Activist Investing Today podcast about a shareholder activist advisory practice he recently launched at middle market investment bank Raymond James. Herrington argues that bigger bulge bracket banks issue marketing materials on trends with campaign data that only includes companies with a $100 million-plus or $1 billion-plus market capitalization. “They are indicating what is most relevant for their clients,” Herrington said. “That leaves a large chunk of the [smaller] market out.” Herrington said. Herrington offered his thoughts on what kinds of companies are most susceptible to an activist threat as well as the latest trends in banking and cross-border activist campaigns.
Lead independent directors at U.S. corporations have become more important, especially when it comes to “clubby” boards. That’s the view of Brian Stafford, CEO of Diligent Corp., a board management software company, who spoke with The Deal's Activist Investing Today podcast about a trend of lead independent directors meeting with shareholders and why it often takes scandals – like those witnessed at Wells Fargo, Wynn Resorts and Rite Aid -- to drive boardroom shakeups. Stafford explains that an activist hedge fund often seeks to find a lead independent director privately to see if he or she is willing to discuss their point of view. He also said 2019 will bring more diverse boards, higher-quality director serving on fewer boards overall and a spike in outside advisers to corporate boards. “The lion’s share of your understanding of how the company is performing is filtered through the company,” he said. “When an activist shares a stat that we’re underperforming our comp set we’re not surprised because we were always given a different set of comps.”
Institutional investors aren’t afraid to tell companies that shareholders should be permitted to buy as many shares as they want as long as they don’t breach antitrust limits. At least that’s the view of MacKenzie Partners’ Bob Marese, who spoke with The Deal’s Activist Investing Today podcast about why a corporation may experience collateral damage when they install a poison pill in response to an activist. In a wide-ranging conversation, Marese offered up his views on why companies engaging in M&A should do more to prepare for activists. He also explained why Elaine Wynn was so successful in her “no vote” campaign at Wynn Resorts.
Activist hedge funds seeking board control essentially want corporations to give them "the keys” to businesses. As such they need to prove they have qualified director candidates and an in-depth understanding of their targeted company. At least that’s the view of Cristiano Guerra, head of the Institutional Shareholder Services Special Situations Research, who spoke to The Deal's Activist Investing Today podcast about why activists can't just point to the problem and say "trust us, we'll get it right." Guerra offered up a behind-the-scenes look at how ISS sets up meetings with companies and their adversaries, what impact benchmark policies have on contests and why the adviser thinks universal proxy cards make sense.
The director of John Weinberg Center for Corporate Governance spoke to The Deal’s Activist Investing Today podcast about why he believes Third Point’s Dan Loeb is fortunate for getting what he got in a settlement with Campbell Soup, considering that opponents to his efforts controlled 41% of the equity. Loeb’s success at installing two dissidents on the company’s board is quite significant because it means “you will have independent voices in the boardroom.” Elson also argued that shareholders have “practically” no rights when it comes to a new board structure at Dell Technologies.
Activists seeking to take control of boards don't need to have a CEO candidate in mind but they should produce a clear position about what they would do on day one. At least that's the view of Juan Bonifacino, director of shareholder activism defense at boutique investment bank Stifel. Bonifacino spoke to The Deal's Activist Investing Today podcast about why activists seeking to take control of boards need to provide a really compelling reason to forgo the "checks and balance" position that would come with a minority slate. The boutique investment banker spoke about Third Point's director battle at Campbell Soup as well as why he thinks companies and activists will need to spend more time talking to index funds in the years to come. He also offered up some pros and cons associated with hostile bids coupled with proxy contests. "Change of control [contests] really ratchet up the risk for a lot of unintended consequences for a company," Bonifacino said.
Timothy Doyle, the general counsel of the corporate-backed American Council for Capital Formation, spoke to the Activist Investing Today podcast about two new studies the group has produced targeting influential proxy advisory firms and “robo-voting” by some institutional investors. Doyle contends that the number of issues ACCF has identified are “just the tip of the iceberg.” He insists that companies either can’t challenge proxy advisory firms before their reports are issued, or don’t have enough time to respond.
Keith Gottfried, chief of Morgan Lewis & Bockius LLP’s shareholder activism defense practice, took some time to talk to The Deal’s Activist Investing Today podcast about how defending the company against an ex-CEO and founder of the business is so different, and perhaps much more difficult, than protecting it from an activist hedge fund. Gottfried’s comments emerge as founder and co-founder activism has skyrocketed in recent months, with high profile campaigns launched at Papa John’s, Wynn Resorts and AmTrust as well as many other companies. According to FactSet, there were 36 campaigns launched by founders, co-founders and former CEOs at companies between 2013 and 2018, so far, including 11 this year so far.
The Activist Investing Today podcast talked to Jim Chadwick, about Ancora’s activist strategy and his recent insurgencies at Hill International and Element Fleet Management. In a wide-ranging interview, Chadwick explains how working with Relational Investors Ralph Whitworth and David Batchelder, prior to joining Ancora, was "the most important factor" in his career of activism. Chadwick provides a bit of the backstory behind how Whitworth and Batchelder became pioneers in the activism strategy. "Today it has become so common, really ubiquitous throughout global markets. Back at the time 1999, when there were the Carl Icahn's of the world, but Relational may have been structured as the first pure-play activism fund," Chadwick said. "I was always fascinated with the way Ralph had conducted himself in the boardroom."
The Activist Investing Today podcast talked to Michelle Applebaum, a former steel analyst who has been nominated by insurgent managers Barington Capital and Land & Buildings for corporate boards, about why she thinks activists' analytics are quite sound. She also explains why activist investors often represent a consensus view of institutional investors, long before management has figured it out.
Activist Dan Loeb thinks Campbell Soup Co. should be sold and wants a full revamp over the board. The Deal's Senior Editor Ron Orol gave us the up-to-the-minute scoop.
Marathon Partners' manager Mario Cibelli explains why e.l.f.’s ‘fast beauty’ strategy can get its cosmetics into market faster than “legacy” rivals. While he foresees a bright future for the company, he has real concerns about executive compensation. Cibelli, 50, who succeeded in installing two dissidents onto the board of Shutterfly in 2015, also suggested that e.l.f. needs to bring on a designated lead independent director that isn’t affiliated with buyout shop TPG.
The insurgent investor Nelson Obus explains how listening in on his dad’s basement meetings put him on the road to investing, then later, Lazard banking and finally activism. In a wide-ranging conversation, Obus, 71, explains what kind of companies he finds attractive and why this year his 25-year-old fund opposed another activist investor’s director battle. He also gave us an inside look at how he shook up the board of Omega Protein, an “entrenched” company that was diversifying in all the wrong ways until Wynnefield showed up.
James Mitarotonda, who has run activist fund Barington Capital since 2000, says he takes a private-equity approach to public market investments in companies that frequently have high barriers to entry. However, Mitarotonda acknowledges that he will launch a director-election fight if necessary. For example, Barington is seeking to install two directors onto the board of Xerium Technologies as part of an effort to drive the paper machine manufacturer to explore a "strategic transaction that would facilitate the refinancing of its debt to more favorable terms." Beyond, Xerium, Mitarotonda spoke to The Deal about his efforts at Bloomin Brands and Avon, where he has a directorship.
Sloane & Co.'s Dan Zacchei, who advises both targeted companies and investors involved in activist situations, suggests that an insurgent fund manager’s track record is a key factor corporations must consider before deciding how to respond. According to Zacchei, a company that has underperformed for an extended period of time needs to be realistic about its prospects, particularly when faced with a well-respected activist. Alternatively, he argues that first-time activists with tiny funds can’t “come out of nowhere and all of a sudden think they are Carl Icahn.” The Deal spoke with Zacchei about governance, strategy and why “just vote no” campaigns should be treated seriously.
Kai Liekefett recently joined Sidley Austin to become the law firm behemoth’s dedicated partner in charge of proxy fights and activism. He explains why many corporations have bylaws in place that just don’t prepare them for when an insurgent investor strikes.
Since 2013, the insurgent investor Arnaud Ajdler with a “fix it or sell it” investment philosophy has put 20 directors onto corporate boards. He took some time to speak with The Deal’s activist podcast about key targets for share-price improvement: M&A, capital allocation and C-Suite payments. Ajdler also explains why he thinks Procter & Gamble’s decision to fight Peltz was “silly.”
The Activist Investing Today podcast speaks to Gregory Shill, a University of Iowa associate professor of law, about the “glass cliff” and why we’re seeing a rash of female C-Suite executives targeted by insurgent fund managers. We also take a closer look at the various types of insider-controlled publicly-traded companies, including Musk’s complex and effective form of control over the electric-car company that he oversees.