The Deal by S&P Global

Ted Smith, president of Union Square Advisors, discusses Permira's purchase of a majority stake in Lytx, the rise of tech PE, the outlook for software M&A, his work in building Union Square and his love of wine in this month's Drinks With The Deal.

Widener University's Lawrence Hamermesh talks about why there isn't much clarity about whether activists can gain access to corporate books and records to help director fights. The corporate governance and Delaware expert discussed books and record requests, company advanced notice bylaw litigation victories and why he thinks sunset provisions for insider-controlled share voting structures may not make sense.

Frank Aquila discusses his work for Tiffany’s on its sale to LVMH, for AmGen on its purchase of Otezla, and for Novartis on its billion purchase of Medicines Co. as well as his favorite spots in New York, Hong Kong and Tokyo in the Drinks with The Deal podcast with David Marcus.

Retail investors are being harmed by essentially secret IPO protection deals still-private companies are reaching with mutual funds. At least that’s the view of Columbia Law School professor John Coffee, who spoke with The Deal for its Activist Investing Today podcast about so-called IPO ratchets — contracts some mutual funds are receiving entitling them to additional shares in the event an initial public offering falls below the valuation reflected in the final private equity round. In a wide-ranging conversation, Coffee explained that public investors can suffer dilution while the IPO itself is at risk of becoming overpriced. He argued adequate disclosure of the details of these ratchets could discourage their use. On the podcast, Coffee offered shocking details of what a particular ratchet would have given Softbank Group Corp. had WeWork Cos. debuted earlier this year. He also argued WeWork share ownership and voting structure produced a particularly egregious example of why it is dangerous to give a founder, in this case ex-CEO Adam Neumann, too much power.“ This is the most extreme illustration of what can happen when you lock up control in this fashion,” Coffee said. Congress or the Securities and Exchange Commission, however, won't ban these kinds of dual-class share structures giving founders control anytime soon, Coffee said.

The former Citi tech investment banker and author of 'How Money Became Dangerous' talks with The Deal’s David Marcus about working at Disneyland in the 1980s, being a tech banker in after the dot-com crash and investing in influencers.

Diana Moss, president of the American Antitrust Institute, suggested that financial activists are exerting pressure on companies to merge even though they carry a high amount of antitrust or other regulatory risk.

PJ Solomon’s Marc Cooper talks about brand authenticity, the challenges of being a CEO and the joys of the half-bottle.

Jeffrey Pierce, managing partner at activist fund Snow Park Capital, discusses his experiences with agitation at an Australian REIT and gives commentary the recent situation between Elliott and BHP as well as nuances to Australia’s federal corporate governance system on the Activist Investing Today podcast.

The top proponent of shareholder proposals spoke to The Deal’s Activist Investing Today podcast about what he thinks would happen if the nation’s securities regulator made it more difficult to submit proposals on environmental, social and governance issues.

Goodwin On CEO Lobby’s ‘Stakeholders’ Push -The chief of the Applied Corporate Governance Institute told The Deal that Milton Friedman’s 1970 doctrine of shareholder primacy is misunderstood and that the Business Roundtable’s recent ‘stakeholders’ statement of purpose may have a hard time enduring the next recession.