NEW ORLEANS -- Dealmakers came down to the Big Easy on the heels of Mardi Gras, and even though bead-adorned revelers still lingered around the French Quarter, a decidedly cautious mood infused Tulane and the Sazarac Bar.  

David Katz of Wachtell opened up the 37^th annual Tulane Law School conference by noting it was sold out again and over 1,000 attendees joined in person and online. As always, we started with a banker outlook: Houlihan Lokey’s Jen Muller kicked off the day with the M&A Market Update and suggested the outlook for 2025 was decidedly lukewarm. Optimism going into the year has dried up among dealmakers with a YoY decline in activity in January, and a “sneak peek into February” numbers show a significant downward trend, according to Houlihan data.

That set the stage for the Hot Topics in M&A Practice panel, where dealmakers  expressed caution but said that dealmaking hasn’t stopped – a lot of it is just happening behind closed doors as CEOs weigh timing and factor in “whether the market is going to drop 1,000 points,” the day after making an announcement, per Paul Weiss’ Scott Barshay. Scott suggested that it’s more timing of transaction announcement versus whether deals will happen, so he remained fairly optimistic. That’s consistent with our 2025 survey of dealmakers, with 61% of respondents predicting an M&A market that would be “up modestly” compared to last year, though many of the responses were from late January, and we suspect that more recent responses are decidedly more bearish.

The panelists agreed that macro-uncertainty caused by the new administration will be the biggest influence on dealmaking this year and our survey respondents said the same – 63% voted that the Trump administration will have the most significant impact on activity in ‘25. Wachtell’s Leo Strine pointed  to the Trump administration, and noted  that companies will have to factor in the potential for political intervention when considering dealmaking. That’s why, as Sullivan & Cromwell’s Audra Cohen said, it’s critical that companies bring in PR advisors early in the process to ensure there’s a strategy to engage with all constituencies (we agree with that sage advice, Audra!).

A delegation from Delaware also gave a comprehensive update on the latest in corporate law and snuffed out rumors about a flight to Nevada and Texas. On a panel about controlling shareholders, which Senate Bill 21 addresses, Jenny Hochenberg of Freshfields summed up the sense from the deal bar that clients and advisors want “more structure, certainty and clarity.” For Delaware and whole lot more, we recommend checking out The Deal’s write-up on the conference.

Have a great weekend,

GPP

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Starboard’s Jeff Smith got a board seat at the Johnson & Johnson consumer health spinoff, whose brands include household names like Band-Aids and Tylenol. Kenvue also added Sarah Hofstetter, president of e-commerce platform Profitero and Erica Mann, former head of Bayer’s consumer-health division to the board. Read More

Bloomberg: Phillips 66 Pushes Back Against Elliott in Board Fight

The oil refiner’s management team sent a letter to shareholders in a rebuke of Elliott’s slate of seven board nominees. The company says it is ready to engage with Elliott but claims the fund has shown "no genuine interest in engagement." Elliott is primarily pushing for the sale of Phillips’ midstream business. Read More

Reuters: Activist Investor Engaged Launches Proxy Fight at Restaurant Chain Portillo's

With a track record of shake-ups at Shake Shack and Del Frisco’s, Engaged Capital is taking its fight to the ballot at Portillo’s through its 7.3% stake, nominating restaurant veteran Charlie Morrison and marketing exec Nicole Portwood to the board of the Midwest hot dog chain. Read More

The Wall Street Journal: Walgreens Seals $10 Billion Take-Private Deal With Sycamore

After nearly one hundred years as a public company, your neighborhood pharmacy will be taken private for $11.45 per share in one of the largest LBOs of the last decade. Sycamore may approach Walgreens by splitting up the company’s businesses and financing them individually similar to Staples in 2017. Read More

Bloomberg: Prada Moves Closer to Versace Deal for Up to €1.5 Billion

The rumored acquisition of Capri-owned Versace from Prada would position the two luxury Italian apparel brands to better compete against French conglomerate rivals LVMH and Kering. The deal comes following a blocked merger between Capri and Tapestry in 2024. Read More

Financial Times: BP to Hire Two More Directors as It Pivots Back to Oil & Gas

The move comes as Elliott Management pushes for deeper cuts to renewables and potential boardroom changes. As one energy insider put it, “Elliott will be wanting heads.” Read More

The Deal: Activist Investing Today: Mansouri on 'Defensive Refreshes,' Independent Boards

Ronald Orol sits down with Richard Mansouri to discuss "defensive refreshes," when companies swap directors only after activists arrive. Now at Arkhouse after time at Elliott and Sandell, Mansouri argues that independent boards should not need activist pressure to act and talks about why timing is key in a proxy fight. Listen Here

The New York Times: Memo to the Business Elite: It’s Time to Stand Up

Jeff Sonnenfeld warns that corporate leaders cannot afford to stay on the sidelines as the Trump administration’s policies disrupt business as usual. With tariffs, regulatory shifts, and global alliances in flux, he argues CEOs must engage, whether behind closed doors or in carefully measured public statements, to protect their firms and the broader economy. Read More

Delaware and the Perils of Small Minority Controllers

Harvard’s Lucien Bebchuck and NYU’s Ed Rock write that Senate Bill 21 aims to make it easier for controlling shareholders, especially those with small equity stakes, to push through deals that benefit them. Critics say this move caters to controllers rather than investors, weakening shareholder protections in a bid to maintain Delaware’s incorporation dominance. Read More

FROM OUR DESK TO YOURS

On the eve of the Tulane confab, GPPers dined at Saba (meaning grandfather in Hebrew) for a family-style feast that celebrates Chef Alon Shaya’s Israeli heritage. We enjoyed the ‘Feed Me’ menu, a carefully crafted selection of the restaurant’s favorites, which started with house-made pita bread and a spread of delicious hummus and dips, followed by harissa roasted chicken and lamb kofta. Of course, we left room for dessert and indulged in hazelnut chocolate pudding, baklava cheesecake and an assortment of cookies.

Thursday’s insightful panel discussions and hallway convos made us hungry (and thirsty), so GPP hosted fellow practitioners for a memorable dining experience at Compère Lapin. Chef Nina Compton and her team prepared a meal with influences from Caribbean, Creole, French and Italian fares, including tuna ceviche, pasta with clams and shrimp, and fried chicken with coconut grits, which was paired with a number of fine wines, including Crémant d'Alsace, Domaine Gueneau Sancerre "Les Terres Blanches," and Domaine Jérôme Gradassi Châteauneuf-du-Pape.

Our diets start next week.

PEOPLE MOVES

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• Swiss wealth manager Julius Baer named ex-HSBC CEO Noel Quinn as its next chairman. Read More
• Lazard appointed former Shroders CEO Peter Harrison to the bank’s board of directors. Read More

• March 12: CII Spring Conference, Washington D.C.
• April 23: Berkeley Law Spring Forum, Berkeley
• April 23-25:Semafor World Economy Summit, Washington D.C. 



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