Delaware’s motto is “liberty and independence,” and some companies are taking the liberty of becoming independent from the First State.

Delaware’s status as the leading state for incorporation remains in the spotlight in legal and governance circles as an increasing number of companies such as Meta are considering moving to Nevada or Texas. This follows Elon Musk’s criticisms and Delaware’s high-profile decisions that dealmakers warned would create unpredictability and inconsistency. Texas is wasting no time moving into Delaware’s realm of corporate law events, with SMU hosting an event that includes a panel, “Is Texas the new Delaware?” Umm, no.  

But Delaware is not immune to the critiques. In a noteworthy decision this week, the Delaware Supreme Court ruled in favor of Tripadvisor’s move out of the state, overturning a Chancery Court ruling that said the entire fairness standard should apply to reincorporation by the Board of Tripadvisor. This might be viewed as the Supreme Court reining in some decisions by Vice Chancellor Travis Laster and Chancellor Kathaleen McCormick, two jurists who have received the most criticism of their decisions in Musk, Moelis and others.

Prior to the decision on Tripadvisor, Delaware Chief Justice Seitz defended the state’s jurisprudence at a PLI conference, in particular around the cases involving controlled companies. However, Prof. Stephen Bainbridge of UCLA Law wrote in a recent blog post that Justice Seitz misses the point. “The trouble, of course, is that the rules of the road that the Delaware courts have set down make no sense doctrinally or from a policy perspective,” he wrote. 

Delaware developments will be at Tulane Law’s confab for sure. We’re excited for another year of smart panels, good conversations and wining and dining with our friends in the dealmaking community. But before all of that, please fill out our short survey of M&A expectations for 2025.   

Have a great weekend,

GPP

Financial Times: Activist Elliott Built Stake in Smiths Group Ahead of Break-Up Announcement

The activist investor, which built a nearly 5% stake in Smiths Group, supports the plan to sell or spin off two divisions and return capital to shareholders, seeing further upside even after shares jumped 11% on the news. Read More

The Wall Street Journal: Becton Dickinson to Separate From Bioscience and Diagnostic Solutions Business

The announcement follows Starboard taking a stake in the medical care company and pushing for the spin-off, reports Katherine Hamilton. Read More

Reuters: Starboard Nominates Four Directors to Kenvue's Board

Jeff Smith is wielding Starboard’s 1.1% stake in the J&J spinoff before shareholders, nominating himself and three other health and beauty executives to Kenvue’s 11-person board. Starboard is looking for improvements in the company’s health and beauty segment, which owns household names like Neutrogena and Aveeno. Read More

Shareholder Primacy Podcast: Lauren Thomas, Wall Street Journal

Mike Levin is joined by The Wall Street Journal’s deals and activism reporter Lauren Thomas to discuss notable activist situations, trends in the sector and what it’s like covering her beat. Listen Here

Sullivan & Cromwell: Twisters: A Whirlwind Year of M&A in 2024 and What to Expect in 2025

In their latest report, S&C partners Frank Aquila and Melissa Sawyer write that mega deals drove an 11% rise in M&A value and PE had a resurgence in 2024. They also note that uncertainty remains, with regulatory shifts and evolving Delaware law set to shape the dealmaking landscape in the year ahead. Read More

Reuters: Aero Parts Maker Triumph to Go Private in $3 Billion Deal

Warburg Pincus and Berkshire Partners are taking Triumph Group private in a $3 billion deal, following a string of aerospace buyouts as investors bet on Boeing’s rebound. Read More

Reuters: TPG to Buy Solar Firm Altus Power for $2.2 Billion

The buyout firm announced plans to acquire the commercial solar power company Altus Power, the latest example of investors looking to make deals to keep up with rising infrastructure and power demands, reports David French. Read More

Cravath: M&A, Activism & Corporate Governance Quarterly Review

Among its other findings, Cravath notes that activism activity remained steady compared to last year, though campaigns outside of the U.S. and Europe slowed in the fourth quarter. Read More

ESG

SSRN: Expanding Shareholder Voice: The Impact of SEC Guidance on Environmental and Social Proposal

The Social Science Research Networks examines how a 2021 SEC policy has led to more aggressive environmental and social proposals. However, despite continued ideological divides, most investors are backing off as the financial impact outweighs their commitment to E&S goals. Read More

Bloomberg: Google Ends Diversity Goals for Its Workforce in Trump Era

Google is scrapping diversity targets as Silicon Valley retreats from DEI under recent Trump-era scrutiny. The move follows legal challenges and investor pressure, with Alphabet among the companies facing anti-DEI shareholder proposals. Read More

FROM OUR DESK TO YOURS

What does Lumon Industries really do? The proverbial GPP water cooler has been buzzing these past few weeks with chatter about Season 2 of “Severance,” the corporate thriller about the ultimate work-life balance. After a three-year wait following an incredible cliffhanger in Season 1, we’re excited to report that the new season picks up right where the last one left off, and that Ben Stiller and co. have us hooked.

PEOPLE MOVES

• Goldman Sachs rehired former tech banker Nick Giovanni after a three-year stint as the CFO of Instacart. Read More
• Weil hired former SEC director Sanjay Wadhwa as a partner in the securities litigation practice. Read More

• March 6-7: Tulane Corporate Law Institute, New Orleans
• March 12: CII Spring Conference, Washington D.C.
• April 23-25:Semafor World Economy Summit, Washington D.C. 



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