The power broker
Vernon Jordan, the civil rights activist turned C.E.O. whisperer, died on Monday at 85. He’s being remembered as one of the most influential behind-the-scenes advisers in Washington and on Wall Street, who confidently strolled the halls of power while mentoring generations of Black leaders.
His rise was against the odds. The son of a postal worker and a caterer in segregated Atlanta, he first gained notice when a wealthy white banker discovered that Mr. Jordan, his driver, could read. After law school, Mr. Jordan became a civil rights activist and led the National Urban League, forging ties to politicians and business leaders across the political spectrum.
Mr. Jordan became a Washington power player after being recruited to the law firm Akin Gump Strauss Hauer & Feld, known for its lobbying prowess. His influence grew when Bill Clinton, a close friend, became president. (Mr. Jordan turned down Mr. Clinton’s offer to be attorney general, and later became embroiled in the Monica Lewinsky scandal when he tried to get the White House intern a job at Revlon.)
He then joined Lazard as a managing director, in 1999, with a mandate of opening doors. He also served on multiple boards, including American Express, Bankers Trust, Celanese and Xerox. Mr. Jordan wasn’t shy about being friends with corporate titans as well as activists. “Roosevelt was a rich, rich man and he got us through the Depression,” he told The Financial Times in 2018. “I don’t know of any politician who would have turned down Goldman Sachs on principle.”
Mr. Jordan used his success to help mentor younger Black leaders, bridging his experiences in civil rights and business:
“I often describe Vernon as the first crossover artist,” Ken Chenault, the former C.E.O. of American Express, told The Times, adding that Mr. Jordan never lost “his commitment to racial equality.”
“Vernon made a point of bringing me into these circles,” Ursula Burns, the former Xerox chief, told The Times.
“Historians will remember Vernon Jordan as the Rosa Parks of Wall Street,” the historian Henry Louis Gates Jr. told the FT.
For more about Mr. Jordan, in his own words, listen to this 2017 podcast interview or get a copy of his 2008 memoir.
HERE’S WHAT’S HAPPENING
A team of rivals accelerates production of a crucial Covid-19 vaccine. President Biden said that the U.S. was on track to have enough shots for every American adult by the end of May, thanks in part to a deal it brokered for Merck to help produce a vaccine from Johnson & Johnson.
Texas lifts pandemic restrictions. The state withdrew its mask order and let businesses fully reopen, presaging a broader easing of lockdown limits as Covid-19 cases fall in the U.S. But public health officials warned that lifting restrictions too quickly risked another surge.
The Fed is starting to worry about the bond markets. As bond yields spiked amid fears of inflation, Lael Brainard, one of the central bank’s governors, said in a speech that “the speed of those moves caught my eye.” It was the first acknowledgment of bond anxieties among Fed officials, though no action is likely soon.
Volvo raises the stakes in the race to go electric. The Swedish carmaker said it would make its entire lineup battery-only by 2030, one-upping G.M., which plans to stop selling fossil-fuel cars by 2035.
When three isn’t a trend. Over the past few days, several high-level Goldman Sachs executives — including its general counsel and its heads of consumer finance and asset management — have announced they’re leaving. We’re told there’s no bigger theme: They’re going for other opportunities and/or bigger paydays, or because of internal politics over their specific roles.
On the road to confirmation
Gary Gensler and Rohit Chopra, President Biden’s picks to lead the Securities and Exchange Commission and Consumer Financial Protection Bureau, sat for a marathon session at the Senate Banking Committee yesterday. The hearing was protracted but tame and their nominations seem secure.
On what companies should disclose, “it’s the investor community that gets to decide,” said Mr. Gensler, the S.E.C. nominee. Democrats want companies to reveal more on board diversity, climate change risks and political spending. Republicans say this advances progressive policies without helping investors. Mr. Gensler recited the legal standard of materiality, saying it depends on what a “reasonable investor” thinks is important at the time. Investors are increasingly seeking information on environmental, social and governance issues, he added.
Does retail trading need reining in? Enthusiastic about commission-free online trading in his lectures at M.I.T. — he called Robinhood a “wonderful” app a few years ago — Mr. Gensler was more circumspect at the hearing. New services have raised “important policy issues,” he said. He committed to review these apps and their Wall Street partners if confirmed, including around the topics of the “gamification” of trading; payment for order flow; trading settlement cycles; and “natural network economies that lead to dominance” by a few firms.
Cryptocurrencies and digital asset innovation was a Republican preoccupation. Mr. Gensler, who taught a course on blockchain technology, said digital assets had been a catalyst, forcing central banks to confront financial inclusion issues (while also raising “new issues of investor protection”). He reminded senators that Congress makes the laws.
“Business is one of the best forces in our lives,” said Rohit Chopra, the C.F.P.B. nominee, who pushed back at suggestions that he’d taken an anti-corporate stance while at the Federal Trade Commission. He did admit to frustration when regulators go easy on major companies, like Facebook, while small businesses face strict enforcement. Mr. Chopra also spoke about the cascading economic effects of the student debt crisis.
He drew minimal fire from Republicans, despite closeness to Senator Elizabeth Warren. She inspired the creation of the C.F.P.B., long a target of conservative disdain. Senator Pat Toomey of Pennsylvania, the ranking Republican on the committee, called the C.F.P.B. “arguably the most unaccountable agency in the history of the federal government,” but during the hearing several Republicans demanded stricter oversight of businesses that hurt consumers.
In other nomination news, the White House gave up on installing Neera Tanden at the Office of Management and Budget, after she drew bipartisan ire for social media posts that criticized lawmakers. The Senate confirmed, by comfortable margins, Gina Raimondo as the next secretary of commerce and Cecilia Rouse as chair of the White House Council of Economic Advisers.
“If you’re the odd person out when everybody else is back together, that may be challenging for you.”
— Christina Luconi, the chief people officer of Rapid7, a cybersecurity company in Boston, on the issues workers may face when the return to the office begins in earnest.
An update on Michaels …
It could be soon. DealBook has learned that the craft supply company’s talks to sell itself to Apollo are progressing, and a deal could be announced as soon as this week. (Standard caveat: Nothing is final yet, and talks may still fall apart.) For a recap of why Apollo is interested in Michaels, read our scoop from earlier this week.
Our thought: Is specialty retail the hot new place to invest? If the companies have an e-commerce strategy and a business that survived (or thrived) during the pandemic, then it seems so. The pool supplies retailer Leslie’s and the pet goods seller Petco both held well-received I.P.O.s in recent months, and the fabric and crafts retailer Joann is preparing to go public.
Rethinking how SPACs work
With hundreds of SPACs with billions of dollars in capital looking for deals, it can be hard for a blank-check company to stand out. One option is linking the “promote” — the stake in a firm, usually 20 percent, that goes to a sponsor for setting it up — to post-merger share performance. That’s what NightDragon Acquisition Corp, a SPAC started by the former FireEye chief Dave DeWalt, is doing with bankers at Morgan Stanley. It’s the latest example of how competition is making SPACs, which can be structured to favor sponsors over later investors, more friendly to all shareholders.
How it works: NightDragon, which plans to raise $300 million at $10 a share in an I.P.O. this week, is dividing its 20 percent promote into four equal tranches. The first will go out when an acquisition is done, with further slices if the shares hit $12, $15 and $20. “We’re coming in saying, ‘Listen, we want to earn our keep, we will get shares only if that stock accretes in value, just like you would if you were a C.E.O.,’” said Mr. DeWalt.
The fine print: Given the enthusiasm for SPACs, those targets may not take long to reach. The average share price of companies that merged with a SPAC over the past two years is just over $18, nearly double the typical $10 I.P.O. price, according to SPAC Research.
Outlining a structure like NightDragon’s at the outset of a SPAC listing is rare, according to Bennett Schachter, the global head of alternative capital markets at Morgan Stanley. But he added that, “if you look at how some of the promotes end up getting restructured in the context of the M.&A., a lot of them end up looking like this.”
More SPAC sponsors are altering the playbook. Bill Ackman’s $4 billion SPAC has no promote in the traditional sense; Reid Hoffman’s SPAC locks up some sponsor shares for five years; and the SPAC that counts the former House speaker Paul Ryan among its sponsors was the first to feature what Evercore calls a CAPS structure, in which founders start with a 5 percent stake.
“I think that people recognize that this is a competitive market given how many SPACs have come to market recently,” Mr. Schachter said. “And the more that you can do to create this type of alignment, the more attractive this structure becomes.”
THE SPEED READ
Oscar Health, the health insurer co-founded by Joshua Kushner, raised $1.4 billion in an I.P.O., at a valuation of roughly $8 billion. (FT)
Britain plans to ease some investor protection rules to make the London Stock Exchange more attractive for SPAC listings. (Bloomberg)
Apollo plans to buy the Venetian Resort and Sands Expo and Convention Center in a deal valued at $6.25 billion, a bet on Las Vegas’s comeback. (News release)
Politics and policy
A growing hurdle to President Biden’s agenda is a court system wary of executive orders. (WSJ)
The I.R.S. paid $3 billion in interest on late taxpayer refunds last year. (WaPo)
Intel was ordered to pay $2.2 billion in damages after losing a patent-infringement trial in Texas, one of the biggest penalties in such a case. (Bloomberg)
Instacart raised $265 million in financing at a $39 billion valuation. The pandemic has boosted use of grocery-delivery services. (NYT)
Best of the rest
The hedge fund manager Thomas Sandell paid $105 million to settle allegations that he evaded city and state taxes in New York. (CNBC)
How the fight to unionize an Amazon warehouse in Alabama came to draw in the White House, N.F.L. players and more. (NYT)
“Miami Says It Can Adapt to Rising Seas. Not Everyone Is Convinced.” (NYT)
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