Delaware Supreme Court’s Earnout Decision Reinforces Primacy of Contract and Illustrates the Limits of the Implied Covenant
The Delaware Supreme Court issued an en banc opinion in Johnson & Johnson v. Fortis Advisors, affirming and partially reversing a Chancery ruling that awarded former Auris Health shareholders over $1 billion in an earnout dispute. The decision is the first to tackle the recent wave of Delaware earnout cases and underscores the primacy of contract language over the implied covenant of good faith. It holds parties to contract‑specified regulatory‑approval standards and limits fraud claims to situations with clear anti‑reliance language. The ruling highlights the critical need for precise earnout drafting.
How ETFs, Open End Mutual Funds, and Closed End Funds Actually Trade
Fundrise announced that its Innovation Fund will list on the NYSE as a closed‑end fund, shifting from an open‑end structure that trades at NAV to a fixed‑float vehicle. The article explains how ETFs, open‑end mutual funds, and closed‑end funds differ...
Repriced Risk in a Rebuilt Regional Bank Subordinated Floater
The episode examines a regional bank that has rebuilt its balance sheet, achieving profitability, capital ratios above 12%, and improved liquidity after addressing over $12 billion of higher‑risk loans. It highlights that despite these fundamentals, the bank’s subordinated floating‑rate notes are...
Gradual End of Bank Dominance in India
India’s household financial portfolio is shifting away from traditional safe assets toward equities and managed funds. Between March 2021 and March 2025, bank deposits fell from roughly 47.5% to 43.5% of total financial assets, while mutual‑fund and pension holdings rose...
ASEAN Inc.: One Portfolio, Seven Markets — and a Clear Test of Southeast Asia’s Investment Story
The episode breaks down the ASEAN Inc. portfolio—a $1 million, equally weighted allocation across seven U.S.-listed ETFs covering Indonesia, Malaysia, the Philippines, Singapore, Thailand, Vietnam, and a regional ASEAN‑40 fund—and shows it delivered a 21.3% annualized total return through February 2026, beating...
Risk Arbitrage Series: ROK Resources Inc. And a Counterparty Default
The episode dissects the going‑private deal of ROK Resources by Blue Alaska Oil Trading, highlighting how a seemingly straightforward transaction with a 27.5% premium unraveled when the acquirer defaulted on its cash payment, prompting a deadline extension to March 17,...
‘Failure to Escalate’ and Career Risks
Scotiabank fired three senior compliance officers in 2024 after they failed to escalate an insider‑trading investigation involving two banker brothers. A whistleblower’s complaint prompted a legal review that uncovered unregistered spouse accounts, leading to the bankers’ termination and the compliance...
Tetsuya Kudo Shuts His Hedge Fund
Tetsuya Kudo, a seasoned Japanese broker, announced the shutdown of his Singapore‑based hedge fund and its parent firm Yamawa Asset Management. The fund, launched in 2018, catered to high‑net‑worth Asian investors with discretionary equity strategies. Kudo’s decision follows a period...
Ex-Penglai Peak and Polymer PM Launches Kizuna Investment
Hikaru Teramoto, a former portfolio manager at Lighthouse Investment Partners' Penglai Peak, has founded Kizuna Investment in Singapore. The firm will employ a hybrid Japan‑centric long/short equity and ECM strategy, supplemented by non‑Japan research to capture global thematic trends such...
Carabao (CBG TB)
Carabao Energy Drink (CBG TB) is being touted as Thailand’s equivalent to Monster Beverage, trading at roughly 12 times forward earnings. The forward P/E of 12× is well below the global energy‑drink peer average, indicating a potential valuation discount. Carabao commands about...
China’s Property Developers: The Other Side of the Coin
The episode revisits Panda Perspectives' May 2025 deep‑dive on Chinese property developers, evaluating how its thesis—that state‑owned enterprises (SOEs) would outpace privately owned developers (POEs) across balance sheets, funding, land banks, margins, and market share—has held up after nine months. The...
Appraisal Week Concludes: Contracting Out
The episode explores whether appraisal rights—statutory protections for dissenting shareholders—can be waived or limited through contractual mechanisms such as merger agreement clauses, corporate articles, or shareholder agreements, and how the answer varies between public and closely held corporations. It explains...
When Data Moves, Risk Moves with It: The Hidden Challenges of Warehousing Data
The episode explores how moving data into modern warehouses and lakes introduces hidden risks that go beyond technical challenges, emphasizing governance, data quality, and transformation controls. It highlights that inconsistencies in source systems, ambiguous definitions, and poorly documented transformation logic...
TransactIQ.Tech Was Built by People Who Actually Read SEC Filings; and A Glimpse at What’s Next: www.ai-reda.com
The episode spotlights TransactIQ.Tech, a disciplined SEC filing ingestion and analysis platform built by engineers who actually read the filings, emphasizing correctness over flashy AI features. It details how the system reliably fetches, extracts, and summarizes transaction-relevant sections with strict...
U.S. Bank Freight Payment Index: Late‑Cycle Freight Contraction, Early‑Cycle Pricing Power
The episode reviews the U.S. Bank Freight Payment Index, showing that the U.S. truck freight market is in a late‑cycle contraction where capacity constraints, not demand, are driving higher rates. While Q4 2025 shipments rose modestly, they remain down year‑over‑year,...
The Liquidity Tide Is Turning: Warning for Risk Assets
The episode explains how a shift in global liquidity, driven by the Federal Reserve’s move toward quantitative tightening, is ending the era of easy money and causing risk assets like Bitcoin and high‑growth tech stocks to falter. It highlights the...
Inside the Stream: NFL-ESPN, Fubo-Hulu, YouTube Growth, Peacock’s Losses
The NFL finalized a partnership with ESPN, taking a 10% equity stake in the network while surrendering NFL Network, RedZone, and fantasy assets. The league is now poised to renegotiate its broader media contracts, signaling potential shifts in rights fees....
Risk and Decision-Making
The discussion sparked by Alex Sidorenko’s LinkedIn post, echoed by Norman Marks, urges risk professionals to shift from static top‑risk lists to decision‑focused questioning. By centering on the uncertainties that could alter a choice, risk assessment becomes a tool for...
Too Many Bulls Getting Shocked As AI Turns On Humans
Investors Intelligence’s Bull/Bear Ratio climbed to 4.13, signaling an over‑bought market from a contrarian viewpoint. Despite the high sentiment, the S&P 500 broadened, with Communication Services, Consumer Staples, Energy, Industrials and Materials posting record highs. Meanwhile, the S&P 500 Value index appears...
More Notes on Retaliation Against CCOs
The recent webinar on retaliation against chief compliance officers revealed that virtually every participant had experienced some form of push‑back, underscoring how endemic the problem is across industries. Attendees described senior leaders treating compliance as a low‑priority administrative function, often...
The Dreaded Hindenburg Omen
The mid‑week market update flagged a fresh appearance of the Hindenburg Omen, a technical signal that emerges when market breadth splits and price momentum wanes. The omen indicates that a significant number of stocks are simultaneously hitting new highs and...
IRS Issues Updated Safe Harbor Rollover Notices
The IRS released Notice 2026-13 on January 15, 2026, updating the safe‑harbor rollover notices that plan administrators must provide under section 402(f) of the Internal Revenue Code. The new notice replaces the 2020-62 version and incorporates SECURE 2.0 provisions affecting in‑service distributions,...
The BlackRock TCPC Story
The episode dissects BlackRock TCPC’s recent 19% NAV drop, revealing that the loss was driven by six concentrated positions heavily weighted in second‑lien loans and equity rather than first‑lien senior debt. The host contrasts this risky capital‑structure positioning and volatile...
Waiting on ISM Services as Early Data Fails to Inspire
ADP's employment numbers released at 8:15 a.m. ET came in softer than analysts expected, yet Treasury yields barely moved. Fifteen minutes later, the Treasury Department posted its quarterly financing estimates, which were in line with prior forecasts but warned that borrowing...
KOSPI Surges +1.57%: Hardware Sovereignty (Samsung)
In this episode LoRosha analyzes the February 4 Asian market session, highlighting a 1.57% rise in the KOSPI driven by Samsung Electronics breaking the 169,000 KRW mark and reaching a $720 billion market cap. He argues that despite heavy foreign net...
OVO Energy Is Looking Shaky – Its Failure Would Dwarf that of Bulb
OVO Energy, a UK supplier serving over four million homes, is facing a severe financial crisis that could lead to bankruptcy within a year. The company posted the lowest customer‑satisfaction score in the 2025 Which? survey and is one of...
PayPal Shares Plunged 86% From the 2021 Goofball High and Right Into Our Imploded Stocks
PayPal’s stock tumbled 20% to $41.70 after it reported a Q4 earnings miss, weak total payment volume growth, and announced a surprise CEO change, appointing HP chief Enrique Lores as its new leader effective March 1, with CFO Jamie Miller serving...
The Hidden Cost Of Investment Income
The episode explores a new Longview Research Partners analysis that challenges the traditional view of bond interest and REIT dividends as portfolio positives, showing that forced investment income can erode over 1% of after‑tax wealth for high‑net‑worth investors. The hosts...
Economy & Earnings Are Heating Up
The latest Yardeni Quick Takes forecasts a robust 2026, targeting the S&P 500 at 7,700 by year‑end and 10,000 by 2030. Treasury yields are expected to hover between 4.25% and 4.75%, while gold is projected at $6,000 per ounce now and...
It's Appraisal Week in M&A
In this episode, Stephen Bainbridge introduces a qualitative overview of business valuation methods used in Delaware appraisal proceedings, focusing on the fundamentals rather than detailed numerical models. He highlights three YouTube videos he previously created that dive deeper into valuation...
AI and Compliance Careers, Part II
The article examines reader feedback on how artificial intelligence will reshape compliance careers. It argues AI will likely automate many routine analyst tasks, pushing more oversight responsibilities onto managers. While AI can generate policy guidance, training modules, and flag suspicious...
Scarce Reserves
Federal Reserve Governor Christopher Warsh is pushing to restart quantitative tightening, signaling a shift toward shrinking the central bank’s balance sheet. This move comes even as the Fed recently expanded its holdings to ease strains in the funding market. Warsh’s...
Running of the Bulls
The episode reviews recent market volatility, noting that despite modest index moves, asset class swings were significant and the S&P 500 closed January with a gain—a historically bullish signal that correlates with strong annual performance. It highlights the energy sector’s...
Plumbing Notes: A Global Compression
In this brief update, the host explains how the Federal Reserve’s recent liquidity injections have compressed the SOFR‑FF basis, pushing overnight SOFR rates to just a few basis points below the interest on reserve balances (IORB). Major banks, led by...
The Latest Politically Motivated Books and Records Inspection Demand
The episode examines a recent Delaware Chancery Court complaint by NVIDIA shareholders demanding inspection of the company's books and records related to a deal with the Trump administration that tied AI chip export licenses to revenue percentages paid to the...
ADM Settles Fraud Case for $40M
Archer Daniels Midland (ADM) agreed to pay a $40 million civil penalty to settle SEC accounting‑fraud charges tied to its Nutrition operating unit. Executives—including former CFO Ray Young and division head Vince Macciocchi—were found to have manipulated inter‑segment transactions to inflate the...
New Study Identifies the Top Internal Audit Priorities for 2026
The episode highlights Gartner's new survey of 119 chief audit executives (CAEs), revealing that building a culture of innovation and leveraging data analytics and generative AI are the top internal audit priorities for 2026. While 83% of audit functions are...
Presumptively Final Comments on Elon Musk's Delaware Travails
The episode reviews Elon Musk’s ongoing legal battles in Delaware, focusing on his controversial compensation package and recent shareholder lawsuits tied to Tesla’s sharp stock decline. It references the host’s recent articles analyzing Delaware’s historic dominance in corporate law, emerging...
The Next FATF Test: Can the West Demand Results From Pakistan?
The Financial Action Task Force will meet in February 2026 to reassess Pakistan after its 2022 removal from the grey list. While Pakistan has introduced anti‑money‑laundering laws and institutional reforms, open‑source evidence shows terrorist groups like Jaish‑e‑Mohammad and Lashkar‑e‑Taiba still...
Some Internal Audit Wisdom
The article highlights a growing call for internal audit to evolve from static, quarterly reviews to continuous, risk‑focused assurance. Leaders at Pinterest and consultancy SIA argue that agile audit roadmaps and real‑time data collection better support fast‑moving businesses. Conversely, the...
Deleveraging Operator Offers Compelling Yield
The episode examines a high‑yield note offering over 8.5% that is backed by a company aggressively reducing its debt, positioning it for a potential rating upgrade within the next two years. It highlights how the current spread reflects genuine compensation...
How Overfamiliarity in Internal Audits Creates a Significant Risk to Quality
The episode examines how overfamiliarity—when the same internal audit team repeatedly audits the same operations—undermines audit quality by dulling critical thinking, limiting risk identification, and producing repetitive reports. Host Umer Iftikhar, an internal audit leader in Qatar, explains why rotation...
Failures Often Result From Weak Communication, Not Weak Processes
The episode explores how operational failures that appear to stem from flawed processes are often actually rooted in communication breakdowns. It explains that internal audits uniquely reveal these gaps by comparing documented procedures with real‑world practice, uncovering mismatched understandings, outdated...
Coming Soon: DOL’s Proposed Rules Facilitating Alternative Assets in 401(k) Plans
On January 13, 2026 the U.S. Department of Labor submitted proposed rules to the White House Office of Management and Budget that would allow 401(k) and other defined‑contribution plans to hold alternative assets such as digital currencies, private equity, private credit and...
High-Quality Real Estate Credit with More than Investment-Grade Spread
The episode examines a senior housing REIT whose current spread over the BBB index undervalues its credit quality, citing a strong net debt-to-adjusted EBITDA ratio, ample liquidity, and improving rent coverage. It argues that the market misreads the issuer as...
How the Business of Privateering Contributed to the Evolution of Corporate Law
In this episode, the host discusses a new law review article that traces how early 19th‑century privateering statutes, especially New York’s 1814 Act, served as the United States’ first general incorporation law and a form of industrial policy. The analysis...
UK Government Abandons Long-Planned Audit Reform Bill
The UK government has scrapped the Audit Reform and Corporate Governance Bill, ending a decade of debate sparked by corporate failures like Carillion and BHS. The proposed legislation would have replaced the Financial Reporting Council with a new statutory regulator...
Discovery-Driven Planning: A Better Way to Evaluate Venture Investments
The episode explains how Discovery‑Driven Planning (DDP) transforms venture evaluation by treating every business plan as a set of testable hypotheses rather than a fixed forecast. It outlines the three core tenets of DDP—only validated assumptions receive capital, funding is...
How Your Brain’s “Break-Even” Bias Creates Mispricings
In this episode, Larry Swedroe discusses a new study by Jihoon Goh, Suk‑Joon Byun, and Donghoon Kim that uncovers how the “salience effect”—investors’ attraction to stocks with dramatic past moves—interacts with the “break‑even bias,” a tendency to take riskier bets...
Discounting the Chaos
The episode “Discounting the Chaos” examines how, despite a torrent of geopolitical turmoil—from Venezuela’s leadership shake‑up to potential conflicts involving Iran and Greenland—the stock market remains a reliable, fundamentals‑driven gauge of future economic conditions. Recent data suggest the U.S. economy...