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    Top Law Firms Defend Overhaul of America’s Business Court

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    After backlash from Elon Musk and companies like Meta, Big Law is publicly supporting a bill seeking to reform the Delaware Court of Chancery.As Delaware lawmakers prepare to hold hearings tomorrow about a bill that could reshape corporate America, some of the biggest corporate law firms are coming out in favor of it.On Tuesday, 21 law firms — including Simpson Thacher and Bartlett; Cravath, Swaine & Moore; and Paul, Weiss, Rifkind, Wharton & Garrison — will publish a letter strongly supporting legislation that would override a series of decisions by the Delaware Court of Chancery. These rulings have prompted backlash from companies and led many, including Meta, to contemplate moving their incorporation outside the state.The bill is “an important step in maintaining Delaware’s status as the jurisdiction of choice for sophisticated clients when they create companies,” the law firms write.Delaware has been ensnared in controversy after several rulings, including Chancellor Kathaleen McCormick’s decision last year to nullify a big payout for Elon Musk at Tesla. While Mr. Musk’s ire over that decision brought attention to the chancery court, many corporate lawyers say they’re more broadly frustrated with the court’s treatment of companies with controlling shareholders, arguing that it has been overly deferential to noncontrolling shareholders.Given how corporate America fuels Delaware’s budget, a group of Delaware state senators proposed a bill last month to amend the state constitution that would effectively override years of case law by the Delaware Court of Chancery. The group sidestepped the usual process for proposing bills, allowing it to move swiftly — but critics say that it also left out early input from key members of the influential Delaware bar.The issue was a major topic at Tulane University’s Corporate Law Institute conference, a big gathering of deal makers held last week in New Orleans. “We are disempowering Delaware courts,” said Ned Weinberger, a partner at the plaintiffs’ law firm Labaton Keller Sucharow, arguing that the amendment would erode the voice of minority shareholders.We are having trouble retrieving the article content.Please enable JavaScript in your browser settings.Thank you for your patience while we verify access. If you are in Reader mode please exit and log into your Times account, or subscribe for all of The Times.Thank you for your patience while we verify access.Already a subscriber? Log in.Want all of The Times? Subscribe. More

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      Abrdn’s Rebrand Reversal and a History of Corporate Missteps

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      A British investment firm restored most of the vowels to its name after a widely ridiculed revamp that showed the pitfalls of trying to look cool in the digital age.Hw cn brnds sty cl? Nt by drpping vwls, one of Britain’s biggest investment firms concluded this week, when it announced it was adding back the “e’s” to its name four years after dropping them.The 200-year-old company is now called aberdeen group, effectively reversing a decision to rebrand as abrdn in 2021 in a bid to pitch itself as a “modern, agile, digitally-enabled brand.”The decision four years ago was widely ridiculed. James Windsor, who took over as chief executive last year, said on Tuesday that it was time to “remove distractions” — less than two months after saying he had no plans to change the name.Corporate rebrands can be critical to signifying a strategy shift but they also come with risks when companies veer too far from their purpose. Aberdeen’s vowel-dropping rebrand was just the latest example of a company reversing course after a new name failed to lift its performance or its reputation with customers.The Perils of Chasing TrendsRemoving vowels from brand names or using a name with a deliberately misspelled word was not uncommon in the 2000s, especially among trendy technology companies. Businesses including Grindr, Flickr, Tumblr and even twttr, as Twitter (now X) was initially called, embraced the aesthetic. But today, that style can look out of date and embarrassing, said Laura Bailey, a senior lecturer in linguistics at the University of Kent.Often, when companies try to appear trendy, “by the time they get to it, it’s been around for too long,” Dr. Bailey said. “It’s like your parents doing it — it doesn’t seem right.”We are having trouble retrieving the article content.Please enable JavaScript in your browser settings.Thank you for your patience while we verify access. If you are in Reader mode please exit and log into your Times account, or subscribe for all of The Times.Thank you for your patience while we verify access.Already a subscriber? Log in.Want all of The Times? Subscribe. More

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      Trump Curtails Anti-Corruption Efforts, as Aides Seek End to Eric Adams Case

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      Two nearly simultaneous moves by the Trump administration on Monday signaled a new and far more transactional approach to the Justice Department’s handling of corruption cases.In the evening, President Trump signed an executive order halting investigations and prosecutions of corporate corruption in foreign countries, arguing such cases hurt the United States’ competitive edge. “It’s going to mean a lot more business for America,” he said of his decision to pause enforcement of the Foreign Corrupt Practices Act of 1977.Around the same time, a top Justice Department official directed federal prosecutors in Manhattan to drop bribery charges against Mayor Eric Adams of New York. The stated justification for the demand had nothing to do with the evidence in the case and focused instead on politics.The actions on Monday stunned current and former prosecutors and investigators who said the department was abandoning a tradition of holding public officials, corporate executives and others accountable for corruption in favor of an approach built on political or economic expedience.That same day, Mr. Trump pardoned Rod R. Blagojevich, the former Democratic governor of Illinois who was convicted in 2011 of essentially trying to sell a Senate seat that was vacated by President Barack Obama. Mr. Trump had previously commuted Mr. Blagojevich’s sentence.Trump administration officials have also ordered the shutdown of an initiative to seize assets owned by foreign kleptocrats, dialed back scrutiny of foreign influence efforts aimed at the United States and replaced the top career Justice Department official handling corruption cases.We are having trouble retrieving the article content.Please enable JavaScript in your browser settings.Thank you for your patience while we verify access. If you are in Reader mode please exit and log into your Times account, or subscribe for all of The Times.Thank you for your patience while we verify access.Already a subscriber? Log in.Want all of The Times? Subscribe. More

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      Delaware Law Has Entered the Culture War

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      Elon Musk has helped bring an esoteric debate around the Delaware Chancery Court to a national stage. Now Dropbox and Meta are contemplating moving their incorporation away from the state.The clubby insular world of corporate law has entered the culture war.First, Elon Musk started railing against Delaware, which for more than a century has been known as the home of corporate law, after the Delaware Chancery Court chancellor, Kathaleen McCormick, rejected his lofty pay package last year.Eventually he switched where Tesla is incorporated to Texas.Now, Dropbox has announced shareholder approval to move where it is incorporated to outside Delaware, and Meta is considering following suit. Others are also evaluating whether to make the move, DealBook hears.Musk’s ire against the state where nearly 70 percent of Fortune 500 companies are incorporated brought what would usually be an esoteric issue to the national stage and framed it, alongside hot button issues like diversity, equity and inclusion programs, as one further example of overreach.“You can blame McCormick or you can blame Musk — or you can say it’s a combination of the two of them — but it has turned it into a highly ideologically charged political issue, which it never, ever was before,” said Robert Anderson, a professor at the University of Arkansas School of Law.The drama over court rulings could have huge consequences for the economy and politics of Delaware, which counts on corporate franchise revenue for about 30 percent of its budget — and more, if you count secondary impacts like tax payments generated by the legal industry.At issue is a longstanding question in corporate America: How much say should minority shareholders have, especially in a controlled company? One side argues that founders like Mark Zuckerberg are given controlling shares, which give them outsize influence in a company, with the belief that they know what is best for a company. And minority shareholders buy into a company knowing their limitations. The other side argues these controlling shareholders are not perfect.We are having trouble retrieving the article content.Please enable JavaScript in your browser settings.Thank you for your patience while we verify access. If you are in Reader mode please exit and log into your Times account, or subscribe for all of The Times.Thank you for your patience while we verify access.Already a subscriber? Log in.Want all of The Times? Subscribe. More

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      For Executives, ‘Defending Democracy’ Can Seem Risky

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      Even seemingly anodyne sentiments supporting fair elections have become politically charged.Republicans have spent months laying the groundwork to challenge a defeat of Donald Trump in the presidential election. During a fund-raising call organized by corporate lawyers in September, Douglas Emhoff, the husband of Vice President Kamala Harris, asked for help if those efforts veer outside legal grounds.According to two people on the call, Emhoff asked the lawyers to reiterate to their corporate clients the risks posed by efforts to undermine the integrity of the election.The request underlines the pressure some executives are feeling to repeat public calls they made four year ago, urging politicians to respect the results of the 2020 presidential election. But making those kinds of public statements may have gotten more complicated. Executives, who were outspoken during the pandemic, have resumed their efforts to stay out of politics. And seemingly anodyne sentiments are now politically charged: Only one of two candidates has refused to commit to a peaceful transfer of power. That candidate has support of roughly half the country. And he has made it clear that if he takes power, he’s willing to go after his enemies.Democracy, as a term, “has become kind of loaded” for executives, Charles Elson, the founding director of the John L. Weinberg Center for Corporate Governance, told DealBook.“I think that’s why you haven’t heard anything from them. But you got two weeks to go.”The landscape has changed. The Blackstone C.E.O. Stephen Schwarzman and the hedge fund boss Nelson Peltz, two billionaires who condemned Trump after the Jan. 6 attack on the Capitol, have since offered him their support. And one of his most high-profile supporters, Tesla C.E.O. Elon Musk, has questioned the accuracy of elections themselves: “When you have mail-in ballots and no proof of citizenship, it’s almost impossible to prove cheating,” Musk said at a rally in Pennsylvania this week.We are having trouble retrieving the article content.Please enable JavaScript in your browser settings.Thank you for your patience while we verify access. If you are in Reader mode please exit and log into your Times account, or subscribe for all of The Times.Thank you for your patience while we verify access.Already a subscriber? Log in.Want all of The Times? Subscribe. More

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      Southwest Airlines Agrees to Board Changes After Pressure From Elliott

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      The airline has been under pressure from the hedge fund Elliott to replace its top management and make other changes to increase its profits.Southwest Airlines on Tuesday announced an overhaul of its board of directors, including the planned departure of its executive chairman, Gary Kelly, after a meeting with a hedge fund that has called for sweeping changes at the company.The board announced the changes while expressing unanimous support for the airline’s chief executive, Bob Jordan, who with Mr. Kelly had been the target of sharp criticism from the hedge fund, Elliott Investment Management. In a statement, the airline said its board was “confident that there is no better leader” for Southwest than Mr. Jordan, who became chief executive in February 2022.“Bob has a proven track record over decades and, most importantly, he has what it takes to lead Southwest through a significant transformation and usher in a new era of profitable growth, innovation and industry leadership,” Mr. Kelly, who was chief executive before Mr. Jordan took over, said in a letter to shareholders.Southwest presented its plan to Elliott at a meeting in New York on Monday. It was not clear whether the overhaul would satisfy Elliott, which has a roughly 11 percent stake in the company. Elliott has called for both Mr. Kelly and Mr. Jordan to step down and has sought to replace most of the directors on the company’s board.Shares of Southwest were down nearly 3 percent in morning trading on Tuesday.“We are pleased that the board is beginning to recognize the degree of change that will be required at Southwest, and we hope to engage with the remaining directors to align on the further necessary changes,” Elliott said in a statement. “The need for thoughtful, deliberate change at Southwest remains urgent, and we believe the highly qualified nominees we have put forward are the right people to steady the board and chart a new course for the airline.”Mr. Kelly, who was the airline’s chief executive for nearly two decades before Mr. Jordan took over, said that he planned to retire after the airline’s annual meeting in the spring. Six other mostly longstanding board members plan to step down after a meeting in November.We are having trouble retrieving the article content.Please enable JavaScript in your browser settings.Thank you for your patience while we verify access. If you are in Reader mode please exit and log into your Times account, or subscribe for all of The Times.Thank you for your patience while we verify access.Already a subscriber? Log in.Want all of The Times? Subscribe. More

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      Donald Trump Doesn’t Have the Support of Corporate America

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      Stephan DybusRecent headlines suggest that our nation’s business leaders are embracing the presidential candidate Donald Trump. His campaign would have you believe that our nation’s top chief executives are returning to support Mr. Trump for president, touting declarations of support from some prominent financiers like Steve Schwarzman and David Sacks.That is far from the truth. They didn’t flock to him before, and they certainly aren’t flocking to him now. Mr. Trump continues to suffer from the lowest level of corporate support in the history of the Republican Party.I know this because I have worked with roughly 1,000 chief executives a year, running a school for them, which I started 35 years ago, and I speak with business leaders almost every day. Our surveys show that roughly 60 percent to 70 percent of them are registered Republicans. The reality is that the top corporate leaders working today, like many Americans, aren’t entirely comfortable with either Mr. Trump or President Biden. But they largely like — or at least can tolerate — one of them. They truly fear the other.If you want the most telling data point on corporate America’s lack of enthusiasm for Mr. Trump, look where they are investing their money. Not a single Fortune 100 chief executive has donated to the candidate so far this year, which indicates a major break from overwhelming business and executive support for Republican presidential candidates dating back over a century, to the days of Taft, and stretching through Coolidge and the Bushes, all of whom had dozens of major company heads donating to their campaigns.Mr. Trump secured the White House partly by tapping into the anticorporate, populist messaging of Bernie Sanders, who was then a candidate, a move that Mr. Trump discussed with me when I met him in 2015. The strategy may have won voters but did little to enhance Mr. Trump’s image with the business community. And while a number of chief executives tried to work with Mr. Trump as they would with any incumbent president, and many celebrated his move to cut the corporate tax rate, wariness persisted. We are having trouble retrieving the article content.Please enable JavaScript in your browser settings.Thank you for your patience while we verify access. If you are in Reader mode please exit and log into your Times account, or subscribe for all of The Times.Thank you for your patience while we verify access.Already a subscriber? Log in.Want all of The Times? Subscribe. More

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      Tesla Settles Lawsuit Over a Fatal Crash Involving Autopilot

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      A Tesla driver’s family had sought damages for the 2018 crash, which happened while the carmaker’s driver-assistance software was in use.Tesla on Monday settled a lawsuit that blamed the automaker’s driver-assistance software for the death of a California man in 2018, averting a trial that would have focused attention on the company’s technology several months before it plans to unveil a self-driving taxi.The trial stemming from the death of Wei Lun Huang, an Apple software engineer who went by Walter, was scheduled to start Monday with jury selection. The case was one of the most prominent involving Tesla’s Autopilot software, attracting significant public attention and prompting an investigation by the National Transportation Safety Board.Terms of the settlement with Mr. Huang’s children and other members of his family were not disclosed, and Tesla filed court documents seeking to prevent them from being made public.Testimony in the trial would have put Tesla’s autonomous driving software under close scrutiny, further fueling a debate about whether the technology makes cars safer or exposes drivers and others to serious injury or death.Elon Musk, the chief executive of Tesla, has said the company’s self-driving software will generate hundreds of billions of dollars in revenue. Investors have used his claims to justify the company’s lofty stock market valuation. Tesla is worth more than any other carmaker even though its shares have plunged in recent months.Mr. Musk said on X last week that Tesla would introduce a self-driving taxi, Robotaxi, in August. If Tesla has in fact perfected a vehicle that can ferry passengers without a driver — which many analysts doubt — the development will help answer criticism that the company has been slow to follow up its Model 3 sedan and Model Y sport utility vehicle with new products.We are having trouble retrieving the article content.Please enable JavaScript in your browser settings.Thank you for your patience while we verify access. If you are in Reader mode please exit and log into your Times account, or subscribe for all of The Times.Thank you for your patience while we verify access.Already a subscriber? Log in.Want all of The Times? Subscribe. More