Live from New Orleans, we are enjoying the highly anticipated 36th Tulane Corporate Law Institute conference, where dealmakers have congregated in record numbers to talk M&A, activism, and where the next meal is. Wachtell’s David Katz, the conference’s co-leader, said the sold-out confab had a record of 875 attendees.

Evercore’s Bill Anderson gave the banker outlook with a look at 2023 and what may come in 2024 – using classic film and T.V. clips to underline his points. He described 2023 as “a tale of two markets” – where eight of the ten largest deals happened in the second half of the year, and where, amidst a complicated financing environment, cash was king and the “L” was dropped from LBOs almost entirely. In his best cinematic reference of the day, Anderson compared antitrust regulatory hurdles to Monty Python’s Black Knight blocking King Arthur on his path to the holy grail – “None Shall Pass” and predicted those pressures would continue in 2024, particularly for large or cross-border transactions.

In terms of outlook, Anderson highlighted the good start to 2024, saying that “while global M&A remains challenged, overall volumes are trending up,” and noted several M&A green shoots for what remains of the year including mid-year rate cuts, the role of private equity and private credit, and an uptick in hostile activity and activism pressure. That aligns with the results of our own 2024 Dealmaker Survey, in which a super majority (76%) of dealmakers think the deal market would be up modestly this year, and 10% believe M&A will be up “sharply.” 

The always lively Hot Topics in M&A Practice panel, hosted by Sullivan & Cromwell’s Rita-Anne O’Neill, heard from Paul Weiss’s Scott Barshay who, after a spirited back-and-forth with Wachtell’s Leo Strine, made clear to the audience that the goal of activism defense should be to “win” a shareholder vote, not create a prohibitive board nomination process through “illegal” bylaw amendments. S&C’s Audra Cohen offered an optimistic 2024 outlook for IPOs, commenting, “we are seeing life returning to the IPO market.”

For those of you unable to attend this year’s conference, we’ve included the conference slides here: Day 1 and Day 2.

Have a great weekend,

GPP Team

CNBC: Squawk on the Street: David Faber Compares Trian-Elliot White Papers

David Faber and Jim Cramer react to Bob Iger’s recent comments at a Morgan Stanley conference and highlight the “significant similarities” between Trian’s White Paper and Elliott’s past presentations. 

Bloomberg: Starbucks Activists Withdraw Candidates for Board Seats

Crystal Tse notes that The Strategic Organizing Center (SOC) has withdrawn its three Board nominees for Starbucks following improved labor relations at the coffeehouse company. ISS and Glass Lewis had previously recommended against the SOC’s candidates. Read More

Axios: The 2024 Retail Activism Campaigns We’re Watching

Kimberly Chinn highlights the list of $1B+ companies currently facing shareholder activism demands, underscoring the increased pressure across industries ranging from food delivery service to sweatpants. Read More

Reuters Breakingviews: Swarming Investor Gnats Circle Too Widely

Jennifer Saba and Jeffrey Goldfarb discuss the impact universal proxy is having on shareholder activism campaigns, including a rise of "gadfly" investors who are "missing the mark" in their campaigns. Read More

CORPORATE GOVERNANCE

Allen & Overy: Delaware Court of Chancery Invalidates “New Wave” Stockholder Agreement Constraining Board Authority

Partners from Allen & Overy provide a roadmap for how both public and private companies can successfully implement stockholder rights provisions. Read More

M&A

DealBook: Inflation Fears Stalk Presidential Politics and the Markets

DealBook previews what’s top-of-mind for dealmakers ahead of the Tulane conference, including the future of Delaware, and covers Gladstone’s survey results revealing an expectation of modest deal growth in 2024. Read More

Bloomberg: KKR in Talks to Buy Energy Firm Encavis for Over €2 Billion

Bloomberg reports on KKR’s latest activity in the clean power space as it approaches German renewable energy company Encavis for a potential deal valued at over $2B. Read More

Bloomberg: Morgan Stanley Strategists See M&A Surging as Confidence Builds

Morgan Stanley strategist Andrew Sheets is predicting global M&A volumes to rise by up to 50% in the remainder of 2024, primarily led by deals in healthcare, technology and real estate. Read More

ANTITRUST

Financial Times: Lex: For Apple, A €1.8bn EU Fine is Just The Start

Elaine Moore discusses the implications of the EU's fine against Apple on tech regulation around the globe. Read More

ESG

Bloomberg: SEC Scales Back New Pollution-Disclosure Rules for Companies

The SEC voted this week on new rules mandating companies disclose their greenhouse gas emissions, albeit with significantly softer demands than the commission had initially proposed, writes Lydia Beyoud and Zahra Hirji. Read More

The Wall Street Journal: Step Aside, ESG. BlackRock Is Doing ‘Transition Investing’ Now

Jack Pitcher delves into BlackRock’s efforts to adjust the firm’s nomenclature around climate investing after the topic became politically toxic over the last two years. BlackRock continues to wager that fighting climate change will be a generational investment opportunity. Read more

FROM OUR DESK TO YOURS

Ahead of Tulane’s first day, GPPers dined at a NOLA Bywater hidden gem, N7, for a smattering of Japanese-influenced French classics, including frog legs karaage, wasabi avocado salad, and coq au Riesling. The curated wine menu featured small European winemakers who focus on a natural, handmade process.

To cap off a productive first day at Tulane, GPP hosted fellow practitioners at Calcasieu – another fabulous Cajun inspiration from the Chefs behind NOLA institutions Cochon, Pêche, and La Boulangerie, among others. The farm-to-table menu showcased fresh takes on Southern staples such as gulf redfish on the half shell and Brabant potatoes with pimentón aioli.

Last but not least, we’re excited to reveal that Galatoire’s was chosen as best restaurant in New Orleans by 25% of dealmakers we surveyed! Our team enjoyed a delicious mid-conference lunch there yesterday; a rite of passage for all conference-goers.

PEOPLE MOVES

• Oliver Barnes will switch beats at the Financial Times to start covering U.S. pharmaceuticals, biotech and healthcare. Read More
• Monica Thurmod, former deputy chair at Paul Weiss, is joining Fried Frank’s global finance practice. Read More
• Former ValueAct partner Dylan Haggart has formed a new firm called Fivespan Partners. Read More
• Keith Hallam, former Cravath, Swaine & Moore is joining White & Case as a partner. Read More
• PGA Tour Enterprises has established a Board of Directors, including seven PGA Tour players. Read More
• Cleary Gottlieb added former White & Case partner James Hu as M&A partner. Read More

• April 17: The 2024 Berkeley Forum: M&A and The Boardroom, San Francisco
• May 5-8: Milken Institute Global Conference, Los Angeles