Grundfest Delaware Research Sparks Cross-Country Slugfest, While GPPers Pick the Best Things To Do in NYC

A paper by Stanford Law Professor Joseph Grundfest and researcher Gal Dor on the attorneys’ fees the Delaware Chancery Court approved has sparked a cross-country spat .

 

Over the weekend, venture investor Bill Gurley let his 700k followers know about the recently released paper by Grundfest, who is co-director of Stanford’s Rock Center on Corporate Governance. Gurley was shocked by the data, which allegedly showed that Delaware judges—two in particular—approved fee packages at seven to 10 multipliers of their hourly rates, compared to the federal courts’ lower multiples. His advice was stay away from the First State. Andrew Sorkin’s DealBook picked right up on it and titled Monday’s newsletter, “Activist Judges.” Ouch.

 

"This has been an area where arguably there's been more heat than light," Grundfest told Law360. "People have been arguing about fees, but they haven't had much data where you collect, in a systematic manner, whatever it is we know about Delaware and federal fees." Then the retorts started, not surprisingly, from the plaintiff’s bar.

 

On LinkedIn, Joel Fleming from Equity Litigation said the data was "so flawed as to be useless." "I think it's clear to folks who have been following this space," Fleming told Law360. "This is an advocacy piece from the same sort of pro-founder, Silicon Valley folk who have been attacking the Delaware courts."

 

Feemultiplier-gate got picked up by other leading business publications such as Fortune with an image of Elon Musk. As readers know, Musk’s $56 billion pay package was thrown out by a Delaware Court, which then awarded the plaintiff’s lawyers $345 million for the case.  

 

Speaking of governance, we’ll be at the Financial Times ODX Conference next week where our partner Lauren Odell will be on a panel on shareholder activism along with Evercore’s Bill Anderson and Kirkland & Ellis’ Shaun Mathew.

 

Have great weekend,

GPP Team

ACTIVISM

The Deal: ISS, Glass Lewis Back Ancora in Forward Air Fight

Ancora’s vote-no campaign launched last month has received the backing of ISS and Glass Lewis, with the latter citing “performance regression” since Forward Air’s Omni acquisition. Read More

 

The Deal: Activists add Vote No Campaigns to Quiver

Ron Orol reports that high-profile hedge fund activists are increasingly using vote-no campaigns as a lower cost, high impact strategy to push for leadership changes and corporate reforms in 2025. Read More

M&A

Financial Times takes a look at the Big Three: Apollo, Blackstone and KKR

Antoine Gara reports on the growing divide between Blackstone, which is sticking to a traditional fee-based investment approach, and Apollo and KKR, which have shifted their businesses to embrace a more insurance-powered system, and how that could affect the future dealmaking market. Read More

CORPORATE GOVERNANCE

Pensions & Investments: SEC’s Uyeda Expresses Concern over Proxy Firms’ Influence, Expects to Consider Reforms

SEC Commissioner Mark Uyeda signaled potential reforms to the proxy-voting process, citing concerns over the influence of proxy-advisory firms, echoing recent criticism from business leaders, Nasdaq, and Congressional Republicans. Read More

 

Laster: An Eras Tour of Delaware Law

The Honorable J. Travis Laster’s article traces nine historical eras of Delaware corporate law, highlighting how its judiciary has dynamically shaped doctrine, especially in controller transactions, M&A, and derivative actions, through case-specific principles-based decisions. Read More

 

Nevada Amends Corporate Law to Attract Incorporations

A memo from Fenwick & West LLP shows that Assembly Bill No. 239 modernizes Nevada’s corporate law to compete with Texas and Delaware by clarifying fiduciary duties, permitting jury trial waivers and enabling streamlined organizations. Read More

 

NYU Law: What Newly Amended Delaware Law Says (and Does Not Say) about Controlling Stockholder Transactions

Professors Ed Rock and Marcel Kahan write that the amended Delaware Law, which aimed to provide more protections for some shareholders, “it does no more, and no less, than create a limited safe harbor,” for controlling stockholder transactions. Read More


Skadden: Should Your Board Consider a Move Out of Delaware?

Hon. Lori W. Will, vice chancellor of the Delaware Court of Chancery, joins M&A partner Ann Beth Stebbins to weigh in on the "Dexit" debate, saying: "I think states like Texas and Nevada are sensing potential market opportunity and are seizing on a moment in time when Delaware is being challenged." Listen Here  

FROM OUR DESK TO YOURS


GPP welcomed our interns on Monday and we all decided at our Huddle to pick one great thing to do in New York this summer. Here’s our list:


 

If that’s not enough for you – the New York Times just put out its list of the 100 best restaurants in NYC so you might try to cross a few of those off your list! 

PEOPLE MOVES

  • Uber named Andrew Macdonald as chief operating officer after announcing that one of its longest- tenured executives, Pierre-Dimitri Gore-Cot, would be stepping down. Read More
  • Simpson Thacher added Iliana Karaoglan as a partner in the M&A group in New York. Read More
  • Jefferies added Lazard’s Rich Thomas to lead its activism defense globally. Read More
  • Nike named former McDonald’s executive Michael Gonda as the sneaker giant’s vice president and chief communications officer. Read More
UPCOMING EVENTS

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