SecProbe.io

April 1 9, 2017

Marc Weingarten , Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022

Re: General Motors Company
Preliminary Proxy Statement on Schedule 14A  filed by Greenlight Capital,
Inc., David Einhorn , et al.
Filed April 12, 201 7
File No. 1-34960

Soliciting Material s filed pursuant to Exchange Act Rule 14a -12 filed by
Greenlight Capital, Inc., David Einhorn, et al.
Filed March 28  and April 12, 2017
File No. 1-34960

Dear M r. Weingarten :

We have reviewed the filing s above and have the following comment s.  In some of our
comment s, we may ask you to provide us with information so we may better understand the
disclosure.

Please respond to this letter by amending the filing s or by providing the requested
information.  If you do not believe our comments apply to the participants’ facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment  to the filing s and the information you provide in
response to these comment s, we may have  additional comments.   All defined terms used in this
letter have the same meaning as in the preliminary proxy statement  unless otherwise indicated.

Preliminary Pro xy Statement

1. We the references to Excluded Company Nominees.  At such time as the participants
confirm the identity of such individuals, please update the proxy statement and card
accordingly .

2. Refer to  the following statements  (emphasis added):
 “The combined value of the Dividend Shares and the Capital Appreciation Shares
leads to significant price appreciation …. Our plan will deliver upside of 24% to
72%.” (soliciting materials filed March 28, 2017 , page 12)

Marc Weingarten, Esq.
Schulte Roth & Zabel LLP
April 19, 2017
Page 2

  “Our plan will unlock between $13 billion and $38 billion of shareholder value
through appropriate valuation of GM’s dividend and earnings potential.”
(soliciting materials filed March 28, 2017, page 13)
 “Greenlight estimated the Proposal would result in a value of $46.00 to $48.00
per GM share or more, vs. GM’s share price of $30.71 as of September 14,
2016 .” (proxy statement,  page 4)
 “…he [Greenlight president David Einhorn] arrived at an expected $47.00+ value
per current GM share  ($1.52 x 12.5x = $19.00 for the Dividend Shares and $4.48
x 6.3x = $28.22+ for the Capital Appreciation Shares).” (proxy statement, page 8)
 “…Greenlight emphasized the positive elements of the Two Class Common Stock
Proposal. This included substantial value creation, with analysis similar to the
+24% to +72% inc rease in GM’s equity value  shown in Greenlight’s March 28,
2017 public presentation.” ( proxy statement, page 11)

Valuation claims included in proxy materials “ is only appropriate and consonant with
Rule 14a -9 under the Securities Exchange Act of 1934 w hen made in good faith and on a
reasonable basis and where  accompanied by disclosure which facilitates shareholders’
understanding of the basis for and the limitations on the projected realizable values.”
Refer to the text accompanying footnote 2 in Exchange  Act Release No. 16833 (May 23,
1980) .  Please revise the pr oxy statement to provide the appropriate disclosure and
provide us with the basis for all such estimates including any assumptions, qualifications
or limitations.

3. We note that the filing persons  have made statements in their soliciting materials that
appear to directly or indirectly impugn the character, integrity or personal reputation of
the Company’s management and board of directors, all without adequate factual
foundation.  For example, but without limitation, we note the following statements
(emphasis added) :

 “‘GM is ignoring the significant value unlocked by our Plan, and has concocted a
ratings issue by presenting a one ‐sided and flawed analysis  to the rating agencies,’
stated Director nominee Vinit Sethi. ‘It is clear that the rating agencies  relied upon –
and were misled by – the Company .’” (soliciting materials filed April 12, 2017)
 “…Greenlight believes that GM has embarked on a campaign spec ifically designed to
mischaracterize  the Plan and mislead investors and credit rating agencies  about its
merits.” ( soliciting materials filed April 12, 2017 )
 “Normally, advisors, with otherwise leading reputations in the marketplace, would not be
expected to do such a disservice in ‘marketing’  the Proposal to rating agencies, to the
extent they were genuinely trying  to investigate a positive outcome for the Proposal.”
(proxy statement , page 6)

Please do not use these or similar statements in the solicitin g materials without providing
a proper factual foundation for the statements.  In addition, as to matters for which the
filing persons do have a proper factual foundation, please avoid making statements about
those matters that go beyond the scope of what is reasonably supported by the factual

Marc Weingarten, Esq.
Schulte Roth & Zabel LLP
April 19, 2017
Page 3

 foundation.  Please note that characterizing a statement as one’s opinion or belief does
not eliminate the need to provide a proper factual foundation for the statement; there must
be a reasonable basis for each opini on or belief that the filing persons express.  Please
refer to Note (b) to Rule 14a -9.  To the extent the filing persons are unable to provide
adequate support, please file appropriate corrective disclosure and refrain from including
such statements in fut ure soliciting materials.

4. Each statement or assertion of opinion or belief must be clearly characterized as such,
and a reasonable factual basis must exist for such opinion or belief.  Support for any such
opinions or beliefs should be self -evident, discl osed in the soliciting materials or
provided to the staff on a supplemental basis  with a view toward disclosure .  Please
provide support for the following and revise accordingly  (emphasis added) :

 “GM’s investor base has a suboptimal combination  of yield -oriented and value -
focused shareholders with divergent investment objectives.” (soliciting materials
filed March 28, 2017 , page 3)
 “Creating two classes of common stock will unlock GM’s value  by forcing the
market to appropriately value the dividend and give credit for GM’s earnings
potential.” (soliciting materials filed March 28, 2017 , page 7)
 “Mr. Einhorn responded at the meeting by indicating that GM’s advisors’ analysis
took a negative as sumption at every turn  and compounded the assumptions upon
each other with the impact of reaching implausible conclusions .” (proxy
statement , page 6)
 “GM’s advisors presented the Proposal as a highly leveraging event .” (proxy
statement , page 6)
 “Mr. Einhor n communicated that he would like to keep the lines of
communication open between Greenlight and GM even if they have to ‘agree to
disagree’ on the value unlock proposed by Greenlight and the fact that it is a win -
win, without disrupting any of GM’s strate gic and operational goals .” (proxy
statement , page 12)

Proxy Card

5. While we note the Instructions following Proposal 1, please consider supplementing the
instructions to make clear that you are also providing shareholders an opportunity to
write the names  of any other Company nominees with respect to whom they wish to
withhold authority to vote from the proxy holder.  Consider the sample proxy card found
in Section II.I of Exchange Act Release No. 31326 (October 16, 1992).

*     *     *

Marc Weingarten, Esq.
Schulte Roth & Zabel LLP
April 19, 2017
Page 4

 We remind you  that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please contact me at (202) 551 -3444  with any questions.

Sincerely,

/s/ Perry  J. Hindin

Perry J. Hindin
Special Counsel
Office of Mergers and Acquisitions