Delaware’s Senate Bill 21, aimed at providing additional certainty to corporate boards and controlled companies, has passed after much drama (at least for corporate law geeks like us) in boardrooms and state houses. Corrie Driebusch at The Wall Street Journal notes that Delaware hopes to curb the high-profile departures of companies such as Tesla and Meta, and “win them back” according to Governor Matt Meyer. Good luck with that.

Some wags believe that issuers were drafting two proxies, one if the bill passed and one to reincorporate elsewhere if it did not. Even Walmart was apparently considering moving, which of course would have sent shockwaves across corporate America. 

The impending law didn’t stop Simon Property Group from filing a proxy last week to reincorporate in its home state of Indiana. And Simon, a REIT that owns shopping malls and outlets, is not a dual-class company. In its proxy, Simon clearly states that the new law didn’t solve all of it, citing “the increasingly litigious environment facing corporations incorporated in the State of Delaware” that may “distract from the Company’s core mission and redirect value from shareholders.”  

Said Robert Anderson, a professor of law at University of Arkansas (whom you all should follow on X): “I believe companies need to see the Supreme Court of Delaware act decisively (through the Musk compensation case) to contain the Court of Chancery.”

We wanted to pass along condolences to the family and friends of Arthur Fleischer and the Fried Frank community, on the passing of the longtime counselor and consiglieri. Art was a true New Yorker, whether cutting deals or enjoying the arts and opera. The arc of his 65-year career spanned the rise of M&A as a profession and stood alongside other legal icons such as Joe Flom and Marty Lipton. He will be missed. 

Have a great weekend,

GPP

Semafor: Elliott decries Phillips 66 CEOs Bearish Take in Boardroom Brawl Over Conglomerate

In a letter to Phillips 66 shareholders, Elliott targeted CEO Mark Lashier over the conglomerate’s sum-of-the-parts valuation. Phillips 66 introduced four directors in a rebuke of Elliott’s slate of seven, including former Chevron executive Nigel Hearne. Read More

The Wall Street Journal: Starboard Nominates Directors for Autodesk’s Board

Jeff Smith nominated himself and two other directors to the board of the engineering software design company, in which it holds a stake worth approximately $500 million. Read More

Bloomberg: TOMS Capital Pushes for Kenvue Sale, Separation

The move by TOMS marks another wave of activist pressure for the Johnson & Johnson spinoff as it faces rising competition in skincare. Kenvue recently appointed Starboard CEO Jeff Smith to its board. Read More

The Wall Street Journal: Dropbox Faces Pressure from Activist Investor to End Co-Founder’s Control

New York-based Half Moon is pressing Dropbox to dissolve its dual-class structure, which gives co-founder and CEO Drew Houston a voting supermajority. Houston has a nearly 77% voting stake through Class B shares. Read More

Axios: Dun & Bradstreet agrees to $7.7B take-private with Clearlake

The SaaS company will transition to the private markets for the second time in seven years. Shareholders will receive $9.15 per share, and the agreement includes a 30-day go-shop period to solicit competing offers. Read More

The Washington Post: FCC chair threatens to block mergers of media companies engaged in DEI

Citing megadeals including Paramount-Skydance and Verizon-Frontier, FCC Chair Brendan Carr signaled the agency may block transactions involving firms that don’t roll back diversity programs, aligning with the Trump administration’s broader DEI crackdown. Read More

Bloomberg: Dollar Tree to Sell Struggling Family Dollar for $1 Billion

The sale follows an announcement by Dollar Tree Inc. last year that it was looking to sell the business, which it acquired for nearly $9 billion a decade ago. Read More

The Wall Street Journal: For CEOs, $100 Million Pay Packages Are Disappearing

Theo Francis reports that no public company CEO has crossed the $100 million pay threshold for the first time in a decade. The drop follows increased scrutiny of moonshot packages like Elon Musk’s and rising pressure on boards to rein in oversized pay. Read More

FROM OUR DESK TO YOURS

It’s Spring in New York and that means a wave of new exhibits across our bounty of great museums. We stopped by the Neue Galerie, which is on Museum Mile and focuses on Austrian and German art from the early 20th century, filled with Egon Schiele and his mentor Gustav Klimt. A new exhibit, called New Objectivity, the name of the movement, focuses on the period in Germany after World War One, when creativity and the depiction of modern 20^th century life exploded, along with the unease of what’s to come.

It’s filled with posters, household objects, a (homemade) film of real people going about their day, and Marcel Breuer chairs, among other things. It’s also quite intense and unnerving, which is why you need to go to the fun bar-restaurant called Café Sabarsky on the ground floor once you are done.

Also definitely get up to the Bronx for the Orchid Show at the Bronx Botanical Garden.

PEOPLE MOVES

• Former Morgan Stanley CEO and Disney director James Gorman will join General Atlantic as a strategic adviser as the growth equity firm plans to hit the public markets. Read More
• Ari Emmanuel has transitioned to the executive chair role of WME Group, the newly formed consolidation of Endeavor and TKO Group following Silver Lake’s $25 billion take-private. Read More
• Keith Meister, CIO of activist fund Corvex Management, will join the board of Illumina, and Scott Gottlieb will become chairman. Read More
• Robinhood added Meta’s Chief Revenue Officer John Hegeman to its board of directors. Read More

• April 23: Berkeley Law Spring Forum, San Francisco
• April 23-25: Semafor World Economy Summit, Washington D.C. 



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