New Orleans during Mardi Gras week should have been the perfect venue for a boisterous party celebrating a global M&A blowout. There was just one problem: the explosion in deals that most American corporate dealmakers had confidently predicted for early 2025 has yet to arrive.
A crowd of nearly a thousand professionals from across the M&A ecosystem gathered last week in a hotel ballroom just adjacent to the French Quarter in New Orleans, where colourful beads and paper cups from Mardi Gras were still strewn on Bourbon Street 48 hours after the carnival’s raucous finale.
The gathering marked Tulane University’s Corporate Law Institute, an annual conference that has grown to be the most important US gathering of dealmakers. This year’s takeaway was a collective disappointment that the hotly anticipated Trump M&A bump was so far non-existent.
The muted feeling is more than a vibe: the Financial Times reported last month that January was the lowest opening in the number of deals announced in a decade.
Just as the conference wrapped in New Orleans on Friday, US Treasury Secretary Scott Bessent told CNBC that “MAGA doesn’t stand for ‘Make M&A Great Again’”.
In recent years at the same conference, lawyers and bankers were unafraid to publicly criticise the Biden administration’s aggressive antitrust theories, which they said not only sought to cancel some announced buyouts but also chilled other CEOs from making bets that might antagonise Jonathan Kanter and Lina Khan, the former US antitrust watchdogs.
For now, this year’s gathering was willing to give Trump the benefit of the doubt, even as his erratic gambits on trade and government interventions in the private sector whipsawed financial markets.
“A CEO called me and said: ‘I’m not sure I want to do a major deal and then the market goes down 1000 points the next day’. Why not wait and get some stability?,” said Scott Barshay, who leads the M&A practice at Paul, Weiss, on an opening panel discussion.
Barshay added on Thursday that he still believed that in coming months, the Trump administration would reach some equilibrium; a refrain oft-repeated during the conference by other rainmakers needing a deal rally after three quiet years.
Such is the dearth of activity, bankers were free to be out in force in the Crescent City. One lawyer told the FT that he had noticed more financiers milling about than usual at what is billed as a legal conference.
While bankers and lawyers may be reeling from less work, the upheaval wrought by the new administration has proven a boon for one sector: firms that specialise in “strategic financial communications”.
Those advisers increasingly position themselves as broader “public affairs” experts who can peddle a wide range of influence campaigns targeting the media, shareholders, politicians, regulators, labour unions — and, for the right price, virtually any other constituency. One prominent PR firm that made its name in M&A and in defending companies from investor activism told the FT that it had found a lucrative pivot in helping corporate boards navigate the DEI-backlash minefield.
On Wednesday night, Brunswick Group hosted a dinner at the French Quarter’s culinary institution, Broussard’s. Over bowls of gumbo, the realpolitik of “Trump, the Sequel” proved the real main course. Speakers at the dinner included two of Brunswick’s fixers, Kate Bedingfield, an alumna of the Biden administration, and Jim Bognet, who served Trump in his first term.
“Uncertainty has frozen things temporarily, but companies are going to figure out how to navigate the Trump 2.0 world and the ones who figure out how to use this environment to their advantage the fastest are going to have a leg up,” Bedingfield told the group with understandable diplomacy.
Thirty-six hours later at the formal conference, Steve Lipin, the Wall Street Journal reporter turned PR empresario, offered a more blunt assessment on his annual lawyers — and — media panel discussion: “This is transactional administration and open for business . . . email Howard Lutnick”, a reference to the billionaire Wall Street executive who now as Secretary of Commerce is Trump’s gatekeeper on business matters.
The Tulane conference began nearly 40 years ago during the 1980s takeover wars as an ideas festival between the New York “transactional” lawyers who negotiated mergers and the corporate litigators who battled in Delaware court when a hostile bid turned into a lawsuit. Typically, many conference attendees — other than the lawyers who need continuing education certifications — skip the daytime case-law reviews, favouring the evening bacchanal of hotel-bar networking and blackjack games at the nearby Caesars casino on the banks of the Mississippi River.
But this year’s official programming, for better or worse, proved a can’t-miss spectacle. Not least because arguably Washington’s second-most powerful man has sparked renewed interest in the Delaware General Corporation Law.
The Delaware Supreme Court this spring is set to hear Tesla and Elon Musk’s argument that his $56bn pay package should be reinstated after it was twice nullified by the lower Delaware Court of Chancery. Musk has launched an important, if esoteric, debate over whether Delaware law is too hostile to companies controlled by Silicon Valley founders and private equity titans.
Moves in 2024 and more recently this year by the Delaware state legislature to restrict shareholder lawsuits — like the kind that thwarted Musk — have unleashed nothing short of a civil war among Delaware lawyers.
Conference organisers had made an unusually explicit plea for civility at the outset of the gathering even as Chancellor Kathaleen McCormick, the judge who ruled against Musk’s billions, withdrew from her speaking slot at the conference amid the continuing firestorm.
Jeroen van Kwawegen, a lawyer whose firm represented the small shareholder who defeated Musk’s mooted pay package, and is in line for a $340mn contingency fee, said on his panel discussion that corporate wrongdoing was now at risk of going unchecked.
“There will be no more accountability for self-dealing . . . cost of capital will go up, agency costs will go up,” he warned during a session discussing transactions involving dominant shareholders. Meanwhile, the New York lawyers sitting next to him cheered for the needed “predictability” that they said would result for their corporate clients if the new Delaware law was passed.
At one point, David Katz, an organiser of the conference and a top partner at Wachtell Lipton, at an intermission chose to broach the elephant in the room by name. He insisted that the latest Delaware legislation, which his law firm had helped craft, was in no way related to the harsh criticism of the state’s judiciary that the richest man in the world had levelled in the wake of his cancelled pay award.
Yet just a few hundred feet from Katz were a pair of trucks parked in front of the entrance to the conference hotel, each with mounted electronic billboards. The signs, rented by opponents of the legislation — including shareholder law firms — featured the infamous photo of Musk brandishing a chainsaw. They also displayed a recent quote offered by the current Governor of Delaware that seemingly concedes the point to the tycoon: “It’s really important we get it right for Elon Musk”.
