ConocoPhillips to Buy Marathon Oil as M.&A. Frenzy Continues

Another mega oil deal

Bullish predictions for $100 crude oil may not have come to fruition, but that hasn’t stopped the deal frenzy in the fossil fuel sector.

The latest: The Houston-based company ConocoPhillips has agreed to acquire its smaller rival, Marathon Oil, in an all-stock deal that values the company at $22.5 billion, including debt.

The news comes a day after Hess shareholders approved Chevron’s $53 billion takeover in a contentious vote.

The oil majors have pulled off some of the biggest deals in the past year despite tough regulatory scrutiny from the Biden administration and volatility in the oil market. Still, the U.S. giants are sitting on record profits, giving them the firepower to acquire smaller drillers with operations in the oil-rich Permian Basin and in the Gulf of Mexico.

There was $250 billion in sector M.& A. activity in the past year, according to Reuters, including Exxon Mobil’s $60 billion acquisition of Pioneer Natural Resources and the Chevron-Hess tie-up.

Even after Tuesday’s vote, Chevron still faces obstacles in its push for Hess, which has a lucrative stake in an oil project in Guyana. But Exxon is contesting the deal, arguing that it should have had right of first refusal to buy Hess’s Guyana stake before the company struck an agreement to sell itself to Chevron.

Chevron and Hess dispute Exxon’s claim. Darren Woods, the C.E.O. of Exxon, said that the matter would most likely be settled in an arbitration hearing, and that it might not be resolved until next year.

With that uncertainty hanging over the acquisition, Institutional Shareholder Services, the proxy adviser, had told Hess shareholders to reject the Chevron offer. The firm said investors would “bear the risk of a potentially broken deal without any compensation.”

Despite the high-stakes jostling, deal activity continues. In its quest for Marathon Oil, Conoco was seeking to outbid Devon Energy, The Financial Times reports. That’s after Conoco lost out on its efforts to acquire Endeavor Energy Resources, a driller with a growing Permian business.

• More industry news: Scott Sheffield, who ran Pioneer before its sale to Exxon, has filed a complaint with the F.T.C., denying the agency’s claim that he had conspired with OPEC officials to raise oil prices. Sheffield has also requested that the agency rescind its ruling barring him from joining Exxon’s board.

HERE’S WHAT’S HAPPENING

Anglo American rejects BHP’s request to extend takeover talks. The miner said it wouldn’t give its rival more time, a move that could jeopardize a potential $49 billion deal to create a colossus with big stakes in copper. The companies face a 5 p.m. London deadline for BHP to commit to an offer, or call off talks for at least six months.

A September legal showdown looms on the potential TikTok ban. A court set a fast-track schedule for challenges to a U.S. law that requires ByteDance, TikTok’s Chinese parent, to be divested or face a ban in the U.S. ByteDance, TikTok and its users have filed separate lawsuits to block the largely bipartisan law.

Harvard will stay silent on many hot-button issues. The school said Tuesday that it would no longer make “official statements about public matters that do not directly affect the university’s core function.” The move comes after a backlash from wealthy donors over Harvard’s handling of antisemitism on campus following the Oct. 7 attacks on Israel.

What are OpenAI’s priorities?

Six months after Sam Altman’s firing and reinstatement as C.E.O. of OpenAI, the power struggle at one of the world’s most highly valued start-ups still reverberates.

A former top executive who left OpenAI over safety concerns just joined a rival. And an ex-director gave her first detailed account on Tuesday of why Altman was ousted, hours after the ChatGPT maker said it had started training its next artificial intelligence model and introduced a new safety board — led by Altman.

The flurry of news has renewed questions about OpenAI’s priorities and how to regulate the most transformative technology since the internet.

Are profits taking precedence over safety? Jan Leike helped run a now disbanded team to make sure OpenAI’s tech wouldn’t harm humanity. But when Leike quit this month, he warned that safety was taking a back seat. Now, he is joining Anthropic, an A.I. start-up founded by OpenAI alumni who had split with Altman over similar concerns.

Others are voicing similar concerns. Helen Toner was among the board members and executives who pushed out Altman. She explained why on the latest episode of “The Ted AI Show” podcast. The episode was released Tuesday before the latest OpenAI news:

• On safety: “He gave us inaccurate information about the small number of formal safety processes that the company did have in place.”

• On ChatGPT: “When ChatGPT came out, the board was not informed in advance about that. We learned about ChatGPT on Twitter.”

• On OpenAI’s venture fund: “Sam didn’t inform the board that he owned the OpenAI start-up fund.”

OpenAI rejected the accusations. Bret Taylor, the chairman of the board who will also lead the new safety committee, told the podcast in a statement that a review had found no wrongdoing, and that most employees wanted Altman back.

The accusations don’t appear to be slowing OpenAI. The company is powering ahead to build artificial general intelligence, a machine that can do what the human brain can. And investor support for Altman doesn’t seem to be wavering, either: The company closed a funding round in February that valued it at $80 billion. (The New York Times has sued OpenAI and Microsoft, claiming copyright infringement of news content related to A.I. systems.)​

The regulation debate rages on. Gillian Hadfield, a tech policy and legal expert at the University of Toronto, said transparency was lacking. A former policy adviser at OpenAI, Hadfield says a national registry for large A.I. models would let governments know how the tech is being developed. “The real challenge is we need some really smart, agile regulation that can be really tailored to constraining things that are really unsafe,” she told DealBook. “Governments need to be in a position that they have the tools and information to act, and visibility into what the private sector is doing.”

• In other A.I. news: Mark Zuckerberg’s embrace of open-source A.I. has made the Meta C.E.O. popular in Silicon Valley, even as the company faces scrutiny over misinformation and child safety issues on his platforms.

Vivek Ramaswamy will fall short at BuzzFeed

News companies want to make money. They also want to maintain their independence.

That can get difficult when an activist investor buys shares and urges editorial changes, The Times’s Edmund Lee writes for DealBook. This is exactly what Vivek Ramaswamy, the former Republican presidential candidate, did with BuzzFeed this week.

Like any activist investor, he thinks his target is undervalued. Ramaswamy made a fortune in pharmaceuticals and has built an 8.3 percent stake in a struggling media company. His solution? Hire more commentators like Tucker Carlson and Aaron Rodgers, who are popular in right-wing media circles. Drastically cut staff. And add three board directors.

These things are unlikely to happen.

That’s because of Jonah Peretti. BuzzFeed’s founder and C.E.O. has the final say over the business through a special class of stock, controlling 64 percent of the vote. No matter how many shares Ramaswamy (or any other investor) snaps up, he will control only a minority of the voting rights.

Peretti agrees with Ramaswamy that BuzzFeed is undervalued — the company is worth about $110 million, down from roughly $710 million at the end of 2021 — but that’s about it.

“Based on your letter, you have some fundamental misunderstandings about the drivers of our business, the values of our audience, and the mission of the company,” he responded to Ramaswamy.

Activist campaigns often entail the kind of things Ramaswamy is demanding: improve the product, cut costs, change the board.

But for news businesses, the product can’t easily be tweaked or adjusted to suit investor whims, which is why media companies often have a dual-class share structure. The Murdoch family controls Fox News and The Wall Street Journal through a separate class of shares. The New York Times Company also has a dual structure, and is led by the Ochs-Sulzberger family. (In 2013, Donald Trump announced an improbable bid to try to buy The Times, before realizing the company couldn’t be acquired without the family’s consent.)

Ramaswamy has trafficked in conspiracy theories, calling the Jan. 6, 2021, attack on the Capitol “an inside job” and suggesting that the country still hasn’t fully been informed about details around Sept. 11.

With views like that, BuzzFeed probably won’t be the only news organization that wants to keep him at arm’s length.

A Theranos prosecutor makes the jump to private practice

John Bostic, a prosecutor who helped put the Theranos founder Elizabeth Holmes in prison, is switching sides and going into white-collar defense, DealBook is first to report.

Bostic, an assistant U.S. attorney in the Northern District of California for nearly a decade, has joined Cooley as a partner in the law firm’s Palo Alto offices, not far from where Holmes’s failed blood testing start-up Theranos once stood.

The Theranos cases left “indelible memories and lessons,” Bostic told DealBook. His team secured the convictions of both Holmes and Ramesh Balwani, her former boyfriend and business partner, for defrauding investors in one of Silicon Valley’s biggest collapses.

Bostic initially worried that the news media barrage around the cases would become a distraction. But he soon saw it as an aid. He would comb the press coverage for insights into whether the prosecution was successfully making its arguments. Those insights will now inform his work with clients, he said.

Bostic will focus on complex government investigations, regulatory enforcement actions and prosecutions, and commercial litigation. Earlier in his career he worked in private practice, and said he was eager to return to that world. In Silicon Valley especially, Bostic added, he expects he’ll get “the most interesting and disruptive clients.”

For Cooley, Bostic’s hire is part of a wider strategy to bolster its roster of former government lawyers. Cooley has hired nearly 30 new litigation partners in the past three years, recruiting from the Justice Department, Congress and federal agencies, said Michael Attanasio, the chair of Cooley’s global litigation department.

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