SEC Warns Passive May Be Too Aggressive
On Wednesday, the SEC sent shockwaves across the institutional investor community when it issued a rare 23-page Section 21(a) “report of investigation” into Climate Action 100+ and the coalition’s conduct around the 2021 ExxonMobil-Engine No. 1 proxy contest. The Commission declined to bring charges against the asset managers involved, finding no evidence they had agreed to vote their shares in any particular way. However, the warning attached to that decision is the real story.
The investigation centers on CA100’s influence in making aggressive demands from ExxonMobil with the implied threat of having BlackRock and State Street behind them. The investigation itself is a big brushback pitch to the largest asset managers, whose whole business model is to stay safely on the 13G side of SEC filings. “Evidence reviewed during the investigation raised questions regarding whether an asset manager’s membership in an organization such as CA100 that is focused on contested election of directors disqualifies an asset manager from being eligible to continue reporting beneficial ownership on 13G,” the investigation warns. “When an organization’s agenda includes a board refresh initiative, the very nature of that design and objective have control related implications.”
Yikes. As Bloomberg’s Matt Levine notes, the holding is narrower than it first appears. Joining a climate coalition and pressing oil companies on emissions isn’t the problem. Doing it in the middle of a proxy fight is. Still, I suspect our friends at the Council of Institutional Investor are reading this with Talmudic interpretation.
This among other topics will be batted around at next week’s 11th Annual Berkeley Forum on Corporate Governance in San Francisco, where current and former SEC officials will join shareholder advisors and academics to discuss the biggest themes in corporate governance. Our very own Steve Lipin will moderate a pertinent Day Two panel “Where Does the Power Come From? AI Infrastructure and the New Compute Economy” joined by representatives from Meta, CoreWeave, and Cooley. The panel will look at the two big needs in building data centers: capital and energy. (And maybe community support.)
If you’re planning to attend, come join us at our welcome cocktail party on Monday, October 12th at Chotto Matte from 5-8pm PT. RSVP to events@gladstoneplace.com and we hope to see you in the Bay Area!
Have a great weekend,
GPP Team
ACTIVISM
Reuters: Mattel Investor Ariel Pushes for Sale as Turnaround Stalls
Ariel’s letter adds to mounting pressure on Mattel, which has seen operating income decline over the last six quarters, lost a longtime CEO to Paramount Skydance, and was reportedly approached last week by Authentic Brands Group about a $6 billion takeover. Read More
M&A
Reuters: Schneider Electric to Buy US Software Firm PTC in $22.6 Billion Deal
The French electricity giant, which previously focused on manufacturing distribution equipment like circuit breakers and transformers, is expanding its business footprint around data centers as the AI buildout continues to boom. Read More
Financial Times: McKesson and CD&R Strike $5.8 Billion Deal to Buy Infusion Services Provider
The buyout shop and healthcare group McKesson will take over the largest independent medical infusion service provider in the U.S., with CD&R owning a 51% stake in Option Care, which provides specialty medicines via at-home infusions and care centers. Read More
Semafor: A Starbucks-Chipotle tie-up might be crazy enough to work
Semafor’s Rohan Goswami prognosticates a potential homecoming deal for Starbucks CEO Brian Niccol as his former employer Chipotle taps bankers and evaluates strategic options. A Yum Brands-style strategy, where synergies alleviate back-office operations and real estate costs, could be in the cards given Niccol’s apparent appetite for turnaround. Read More
IPO
The Wall Street Journal: AI-Computing Startup Lambda Is Raising $4 Billion in Final Round Before Planned IPO
Nvidia-backed AI infrastructure provider Lambda is raising up to $4 billion in a Blackstone- and Coatue-led funding round at a $14.5 billion pre-money valuation, aiming to go public in 2027. Read More
Financial Times: Wall Street’s IPO Fervor Cools on Tepid Demand and Valuation Worries
Weak investor demand and worries over lofty valuations are dampening confidence in U.S. equity capital markets, with several companies pausing listings as a delay in Anthropic’s public debut continues to heighten investor concerns. Read More
FROM OUR DESK TO YOURS
Fall brings a host of fun and festive activities in the city. We have a fish-frenzied itinerary this weekend courtesy of Andrea Strong.
Saturday, we’re heading to Japan Village’s Oyster Festival (2:00pm-7:00pm at Japan Village Courtyard). Oysters, Suntory drinks, Japanese beers, and live music – all free. It’s the perfect lead-up to sushi and a chance to enjoy pristine oysters in a communal setting.
Then comes Sunday’s main event: SushiCon 2026 at South Street Seaport’s Pier 36. It features over 60 global exhibitors, unlimited tastings, live bluefin tuna-cutting shows, and premium cuisine from top-tier restaurants. It’s the kind of immersive culinary experience that justifies planning your weekend around. As temps start to drop, we’re looking forward to more days centered around food, friends, and enjoying the best experiences the city has to offer.
OPEN TABS
- Colossus: Coming to America
- The New Yorker: Gerald Cyrus’s Magnificent Images of Black Life
- The Wall Street Journal: This Year’s Bad Harvest Is Good News for California Winemakers
UPCOMING EVENTS
- October 13-14: Berkeley Fall Forum on Corporate Governance, San Francisco, CA
- October 20: 13D Monitor Active/Passive Investor Summit, New York, NY
Latest updates
News & InsightsClient Memo
Where AI is Adding Value in Investor Relations
New Survey Sees AI Tools Taking Hold in IR AI is having a clear impact on investor relations as corporate
