Enforcement: Should You Consider Litigating?
The SEC’s enforcement approach has softened since the 2025 administration change, with corporate penalties falling roughly 30 percent and a greater emphasis on cooperation and remediation. At the same time, the Supreme Court’s pending decision on whether the agency must prove investor pecuniary harm creates uncertainty around disgorgement. In this shifting landscape, firms are urged to reconsider litigation as a strategic alternative to settlement, especially when facing potentially excessive sanctions. The blog flags companies with foreign ties, prior enforcement histories, and those launching new AI‑related products as likely SEC targets.
M&A Monday: Incentivizing Employees After Closing
In M&A deals, retaining staff after closing hinges on well‑designed incentive programs. Sponsors can choose between simple Christmas performance bonuses, phantom equity arrangements, or full equity plans such as stock options, each with distinct tax and legal considerations. The article...
C-Suite Turnover: Plenty of Volatility at the Top
CristKolder’s 2025 C‑Suite Volatility Report shows 78 CEO changes and 120 CFO swaps across Fortune 500 and S&P 500 firms last year. The consumer sector led CEO turnover at 24.4%, while energy was most stable at 9.0%. External recruitment fell sharply, with...
Corp Fin Posts More Deal CDIs
The SEC’s Corporation Finance Division released a fresh set of five CDIs, adding two Rule 13e‑3 going‑private interpretations, two tender‑offer clarifications, and a revised Form S‑4 business‑combination guidance. The new Rule 13e‑3 CDIs formalize the equity‑for‑equity exception and limit non‑waivable conditions, while the...
Special Situations Digest - #2
The second Special Situations Digest highlights a wave of activist campaigns spanning technology, biotech, consumer, and industrial firms, alongside numerous companies embarking on strategic reviews or restructuring. Activists such as YZi Labs, Engine Capital, and Elliott Management are pushing for...
AGM Alts & Wealth Weekly News Roundup | 2.13.26
The AGM newsletter announced the launch of the AGM Community, an RIA advisory board, and its first field trip in New York, signaling deeper engagement with wealth managers. Across the private‑markets landscape, major deals include Apollo and Schroders’ joint fund...
HG's Acquisition of OneStream
Hg has completed the acquisition of OneStream for $6.4 billion, paying $24 per share—a 31% premium to the prior market price. The deal positions Hg as a major player in corporate performance management (CPM) and business intelligence, leveraging its software expertise...
Shareholder Engagement in Flux: Recent Developments and Practical Implications
The SEC’s recent clarification of Rule 14a‑8 reshapes how companies must handle shareholder proposals, while regulators intensify scrutiny of proxy advisors. Concurrently, vote‑no/withhold campaigns and new retail voting programs are gaining traction, adding complexity to the 2026 proxy season. Updated guidance...
Investing: Underwriting the Searcher
The blog explains why underwriting the searcher— the entrepreneur‑operator— is critical in search‑fund investing, where small businesses rely heavily on leadership grit. Unlike private‑equity deals that focus on scale and industry, search funds often lack seasoned CEOs, making operator quality...
Dividend Distinctions and Proxy Descriptions
Several recent proxy statements claim that moving a corporation from Nevada to Delaware provides greater dividend‑distribution flexibility. A detailed comparison of Nevada’s NRS 78.288 and Delaware’s statutory and case‑law framework shows Nevada already allows broad dividend authority, especially when articles of...
Equity Plan Proposals: Changes in ISS’ EPSC Evaluation
ISS added a negative overriding factor to its EPSC evaluation in December 2025. Plans that receive a Plan Features pillar score below seven points may now trigger a recommended vote against the equity plan proposal. ISS does not disclose how...
Consequences of Roll-Up Acquisitions in Diverse Software Markets
Roll‑up acquisitions in software markets combine multiple niche firms to achieve scale and cost efficiencies. While the consolidation can enhance operational performance and pool technological talent, it also reduces the number of independent competitors, raising antitrust concerns. Successful integration hinges...