Mar 8, 2024 - Business

Overheard at 36th Tulane Corporate Law Institute

A street band performing in New Orleans.

Street band performing in New Orleans. Photo: Michael Flaherty/Axios

Tulane University's 36th annual gathering of corporate attorneys and M&A advisers featured French Quarter fun, 90-minute panel sessions, and debates on where the deal market and shareholder activism are headed in 2024.

Why it matters: The conference lays out key takeaways and insights into the state of the corporate finance world and offers a direction into the flow of consolidation, fundraising and proxy fights.

Behind the scenes: Axios reporters and editors on site learned a few, off-record nuggets during the week, including a newbie law firm partner heckled by a few senior partners for doing the unthinkable on Day 1 of Tulane: working. (The reality is that most attendees juggle the social circuit and panels with client work and calls during the two-day conference.)

What they're saying: Senior M&A advisers offered their take on the state of M&A: a tough 2023, with a second half improvement, and more activity expected this year.

"We all need more clients like Logan Roy," said Evercore's Bill Anderson, referring to the "Succession" patriarch after showing a clip where Roy pushes for a bigger deal during a boardroom scene.

  • Anderson's presentation highlighted the growth of private M&A and the surge in private credit lenders helping to keep the deal engine running.

Paul Weiss Partner Scott Barshay sounded optimistic on an M&A pickup in 2024, with a potential pause later in the year.

  • "As we get closer to the election, and we saw this four years ago, I think there may very well be a pause in deals with regulatory hair on them as people wait to see to who wins," he said.
  • When it comes this time next year, Barshay predicted "there will be a lot more deals that either have gotten done or will be getting done. And a lot of these Delaware uncertainties will have been resolved."

Wachtell Lipton Partner Leo Strine criticized the tactics companies use to delay and thwart efforts for activist investors to nominate board candidates.

  • A new SEC rule creating a single election card for board elections has spooked companies, and prompted corporate counsels to "come up with some pretty amazing bylaws," Strine said.
  • "You basically have to submit to a colonoscopy by the incumbents, that you have to be interviewed by the people you wish to replace," Strine added.
  • The former Delaware Chancery judge went further, saying: "Being stupid, is not being tough."

Delaware Supreme Court chief justice Collins Seitz, Jr. defended the state's legal system following the outcry from Elon Musk after his pay package was voided by Chancery Court Chancellor Kathaleen McCormick.

  • "Delaware enforces contracts as written, whether the outcome is viewed as fair or unfair. In Delaware, you get what the contract says, not what you may have negotiated earlier."
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