Bienvenue from New Orleans, where GPPers are coming to you live from the Tulane Corporate Law Institute conference.

It’s the 35th year for the conference, and yesterday morning saw a record turnout of over 1000 attendees, with an adjacent overflow room simulcasting the speaker sessions on giant TV screens. Anu Aiyengar, global head of M&A at JP Morgan, was the first presenter and joked that she had time for her keynote because not much was happening in M&A…until last week’s developments. That merger Monday prompted her team to redo the entire presentation – which concluded with the awesome image below of dealmakers breaking through “the M&A wall.” 

With the rollercoaster of news over the last few weeks, speakers here noted that it’s hard to make predictions, but a few peering around corners expected the IPO market to pick up in the back half of the year, while JPM’s Aiyengar is keeping an eye on opportunities for deals among firms that de-SPAC’ed in ’20 and ’21. Sullivan & Cromwell’s Audra Cohen, meanwhile, was bullish on the amount of dry powder in the market and interestingly noted that much of it is coming from “nontraditional” sources of financing, like pension and sovereign wealth funds, with the expectation that such arrangements will become more mainstream. Scott Barshay of Paul Weiss ended the panel saying that the M&A market will see choppiness but increased stability paired with good advice from advisors can break through the wall holding back M&A by the end of 2023.

Activism and the universal proxy are topics du jour here, though dealmakers aren’t in agreement about how much of an impact it is actually having. The SEC’s Ted Yu said that the universal proxy “was never going to bring more proxy fights, and it’s not,” and Barshay commended the SEC’s work on universal proxy to “bring real democracy to the process” which spurred a conversation about whether candidates face tougher scrutiny than standing board members. In the words of former Delaware Supreme Court Chief Justice Leo E. Strine, Jr., the vetting process for insurgent candidates had become like a “colonoscopy” given how deep they’re digging into people’s backgrounds.

  

Friday morning, GPP’s Steve Lipin is hosting a panel of deal  reporters – the Journal’s Laura Cooper, the Times’ Lauren Hirsch, and Semafor’s Liz Hoffman – joined by Berkeley Law professor Steven Davidoff Solomon—aka the Deal Professor-- to talk about M&A and the Media –what lawyers need to know.   

Have a great weekend,

GPP Team 

The Deal: Activist Daily

Ron Orol reports from the 35th annual Tulane Corporate Law Institute, where dealmakers sparred over the consequences of the universal proxy card change. Read More

The Hill: M&A Lawyers Call Out Antitrust Authorities as Inflation Remains High 

Scott Barshay, Partner at Paul Weiss, took aim at the current DOJ and FTC at Tulane, calling the regulatory bodies “anti-deal and in a sense anti-the law.” Read More 

The Wall Street Journal: Fleetcor Strikes Board Agreement with Activist Shareholder D. E. Shaw 

Lauren Thomas reports on Fleetcor’s agreement with D.E. Shaw, which will result in a refreshment of the online bill payment company’s board, as well as potential divestitures of its business segments. Read More 

Reuters: Toshiba Board Accepts Japan Industrial Partners' $15.2 Bln Buyout Proposal 

Japan Industrial Partners has entered into an agreement to take Toshiba private, but it remains unclear whether various activist funds, which collectively own around 25% of the company, will approve the deal, writes Makiko Yamazaki. Read More 

Financial Times: Silicon Valley Bank Was Warned by BlackRock That Risk Controls Were Weak 

Antoine Gara and Brooke Masters report that a year before Silicon Valley Bank’s implosion, BlackRock alerted the bank that its risk controls were inadequate. Read More 

Financial Times: UBS Agrees to Buy Credit Suisse for More Than $2bn 

In a deal spurred by regulators and Swiss authorities, UBS and Credit Suisse will be combined into one foundationally important global financial institution. Read More 

Harvard Law School Forum on Corporate Governance: The Value of M&A Drafting 

Law professors Adam Badawi (UC Berkeley), Elisabeth de Fontenay (Duke University) and Julian Nyarko (Stanford University) examine whether leaked merger agreement terms add additional pressure M&A parties to sign as quickly as possible. Read More 

Columbia Law School Blue Sky Blog: Davis Polk Discusses a New Front in M&A Litigation 

Attorneys from Davis Polk analyze the latest method of attack against prospective M&A transactions: invoking ‘Section 203’ of Delaware General Corporation Law. Read More  

ESG

Financial Times: Mars Chief Hits Out at ‘Nonsense’ Attacks on Corporate ESG 

Although the candy-maker conglomerate Mars is poised for exponential growth over the next decade, CEO Poul Weihrauch tells Andrew Edgecliffe-Johnson that growing “responsibly” is of the utmost importance for the company. Read More

The Wall Street Journal: Companies Face Another Packed Year of Sustainability Shareholder Votes 

Dieter Holger reports that companies this year are facing high numbers of shareholder proposals geared towards social issues and climate action. Meanwhile, anti-ESG proposals have also shot up, as “anti-woke” sentiment continues to increase. Read More 

Barron’s: Bank Turmoil Shows More Focus on Governance Needed in ESG Ratings 

Lauren Foster discusses how SVB’s lack of risk controls opened the door for discussions concerning how to actually identify good governance structures, as well as the validity of ESG ratings given by third-party firms. Read More 

FROM OUR DESK TO YOURS

Here at GPP there are few things that excite us more than a new season of HBO’s Succession. Slated to premier this Sunday at 9pm, early reviews of the show’s fourth and final season have been “glowing.” It seems, at least at this early stage, that the show won’t follow the missteps of season eight of another critically acclaimed and fan favorite HBO series (not naming names) and carry its intrigue and excitement through to the end. 

We’ve highlighted The Closer before and this week’s episode is arguably the most interesting yet. It dives into a lesser-known side of iconic musician David Bowie: his financial savvy. Bowie created what came to be known as “Bowie Bonds” when the artist began taking loans against musical assets he fully owned to finance the purchase of his image rights and other portions of his music catalogue. This set the stage for other music icons like James Brown and the Isley Brothers to do the same—clearly, Bowie’s innovative spirit extended beyond the recording studio. 

Finally, in the week’s edition of “Our Table to Yours”, we wanted to highlight Copper Vine which played host to some of our team Wednesday night. Copper Vine is a wine gastropub located in a historic, Victorian building originally constructed in 1894 with a mission is to make wine accessible to everyone. Thanks for having us and keeping us fueled for a busy two days! 

PEOPLE MOVES

• Starbucks CEO Laxman Narasimhan has assumed his role close to two weeks prior than his initial start date. Read More

• Citigroup has tapped Robin Rousseau and Barry Weir to lead their EMEA M&A practice. Read More

• Bloomberg’s Bailey Lipschultz will expand his coverage of SPACs, markets, retail traders and meme stocks to include IPOs and spin-offs. Read More

• Bloomberg’s Paula Seligson will expand her coverage of M&A financing to include the private credit market. Read More 

• April 12, 2023: Semafor’s World Economy Summit – Washington, D.C.

• April 26, 2023: Berkeley Spring Forum on M&A and the Boardroom – Berkeley, CA

• April 30-May 3, 2023: Milken Institute Global Conference 2023 – Beverly Hills, CA

• May 10, 2023: Axios BFD – San Francisco, CA