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Nongaap Investing is authored by an ex-activist investor focusing on issues within tech companies, emphasizing problems in corporate governance, financial transparency, and conflicts of interest. It delves into insider activities, board dynamics, regulatory scrutiny, and the impacts of governance failures on company valuation and trust.

Corporate Governance Financial Transparency Insider Activities Regulatory Scrutiny Investor Activism Conflict of Interest Board Dynamics Company Valuation

The hottest Substack posts of Nongaap Investing

And their main takeaways

[P] OLO: Exploring Potential Sale?

2 implied HN points • 01 Jun 25
💼 Business Finance M&A Investing Market Trends Corporate strategy
  1. OLO might be considering selling itself, which can affect its future. It's important to pay attention to these potential changes.
  2. Rumors about mergers and acquisitions are often common in the business world. Keeping track of these can give insights into the company's direction.
  3. Investing in companies that might be involved in sales or mergers can be risky but potentially rewarding. Always do your research before making any decisions.

MAPS: Half-Baked Governance

47 implied HN points • 19 Dec 24
💰 Finance Corporate Governance Stock Market Investment Strategies Mergers & Acquisitions
  1. WM Technology's stock price is reacting to a non-binding buyout proposal. The offer of $1.70 per share seems low compared to the company's potential growth targets.
  2. The recent appointment of a new CEO and his equity compensation raises red flags about the timing and motivation behind the proposal. There are concerns about whether the company is acting in the best interests of all shareholders.
  3. The governance practices at WM Technology may involve manipulation, especially regarding stock compensation and the timing of news releases. This creates distrust among investors about the sincerity of the management's intentions.

[P] HSY: Applying Governance Molds

7 implied HN points • 19 Jan 25
💰 Finance Investing Governance Markets Economics Corporate
  1. Governance molds help organizations shape their operations effectively. This can lead to better decision-making and overall success.
  2. Investors should consider how governance practices can impact a company's performance. Good governance can mean higher returns.
  3. Applying these governance molds requires careful planning and understanding of a company's needs. It's important to tailor approaches to fit specific situations.

[PQ] PLTK: Playing Bad (Governance) Odds

5 implied HN points • 21 Jan 25
💰 Finance Investing Market Analysis Corporate Governance Risk management Financial Strategy
  1. Bad governance can sometimes lead to unexpected investment opportunities. It means that when things look risky or poorly managed, there might be a chance for profit.
  2. Investors need to carefully assess the risks before jumping in. Just because something seems like a good deal doesn't mean it won't come with surprises.
  3. Understanding the company's governance and management style is important. Knowing how they operate can help you make better investment decisions.
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[P] HSY: Succession Alternatives

5 implied HN points • 18 Jan 25
💼 Business Investing Finance Corporate Management Strategy
  1. Hershey is considering different options for leadership succession. It's important for companies to have a plan for who will lead them in the future.
  2. The article shares insights on evaluating these succession options at Hershey. Understanding different leadership paths can help the company maintain stability.
  3. Having a clear succession plan can also help reassure investors and employees. It's crucial for the company's ongoing success and growth.

Illumina: Malignant Governance

72 implied HN points • 24 Apr 23
💼 Business Corporate Governance Executive Compensation
  1. Illumina insiders may have made over $500 million from splitting-off and re-acquiring Grail.
  2. Undisclosed Grail shares acquired by Illumina insiders may have exceeded 100+ million, leading to misaligned incentives.
  3. The Grail acquisition may have triggered an exodus of Illumina talent and impacted the company's value.

Illumina: Prelude to Endgame

60 implied HN points • 15 May 23
💼 Business Corporate Governance Legal issues Corporate strategy Whistleblowing
  1. The Illumina-Grail brouhaha could involve fraud by omitting material facts about related party transactions.
  2. Corporate governance issues, like undisclosed financial relationships between decision-makers, are a significant concern in public markets.
  3. If proven, Illumina insiders may face consequences like disgorgement of profits, potential prison risks, and challenges from regulators.

[P] BL: Accounting for Henshall

5 implied HN points • 14 Dec 24
💼 Business Investing Finance Accounting Management Corporate
  1. BlackLine has a new director known for his skill in mergers and acquisitions. People are curious if he can help the company grow through strategic takeouts.
  2. Nongaap investing focuses on understanding the true value of companies beyond just their financial reports. This approach can give investors a better idea of potential investments.
  3. The content shared is meant for paid subscribers, indicating a focus on delivering exclusive and premium insights.

[P] PLTR: Lord of the Memes

5 implied HN points • 06 Dec 24
💰 Finance Investing Market Analysis Economics Financial trends Stock Market
  1. Memes can heavily influence stock market trends and investor sentiment. It's important to be aware of how popular online content can affect investments.
  2. Understanding the dynamics of meme stocks is crucial for making informed investment decisions. These stocks can have extreme price swings based on social media activity.
  3. Investing in meme stocks requires careful consideration of both financial metrics and the cultural context surrounding them. Balancing both aspects can lead to better investment outcomes.

Illumina: Non-GAAP Activism

57 implied HN points • 29 Apr 23
💼 Business Corporate Governance Media Impact
  1. Activist investor Carl Icahn is pushing for an independent investigation into Illumina's financial dealings.
  2. In contested elections like this, the reputation of board members plays a crucial role.
  3. Shareholders are demanding greater transparency and clarity from Illumina regarding potential conflicts of interest.

[P] SPHR: Sphere-Priced Incentives

2 implied HN points • 23 Feb 25
💰 Finance Investing Markets Stocks Economics Analysis
  1. Sphere-Priced Incentives are a new way to evaluate investments. They help in making decisions based on a specific pricing strategy.
  2. Understanding the risks can help in deciding whether to invest or not. We often find ourselves in tough situations when choosing these options.
  3. Paid subscriptions provide deeper insights into investing strategies. It's a good idea for those serious about improving their investment knowledge.

[P] VYX: Checking Out in 2025? (Part 3)

2 implied HN points • 11 Feb 25
💰 Finance Investing Market Analysis Economic Trends Business strategy Corporate changes
  1. James Kelly has become the new CEO, taking over from David Wilkinson. This change in leadership may lead to new strategies and directions for the company.
  2. The focus seems to be on developments in 2025, suggesting that there are important plans or changes expected in the near future.
  3. This information is part of a subscription model, indicating that there might be more in-depth content available for paying subscribers.

Illumina: Icahn Drops "Helix" Bombshell

27 implied HN points • 29 Oct 23
💰 Finance Investing Lawsuit Acquisitions Insider trading
  1. Carl Icahn made a significant allegation involving Helix funding GRAIL in a lawsuit against Illumina.
  2. Icahn is suing to uncover undisclosed motives behind Illumina's GRAIL acquisition, anticipating major board changes.
  3. Understanding the connection between Helix and GRAIL is crucial due to potential undisclosed stakes and the involvement of multiple companies like Biogen.

Illumina: Unidentified Financing Operation?

30 implied HN points • 22 Aug 23
💰 Finance Investments Governance Insider trading Mergers & Acquisitions
  1. Milky Way Investments Group's $125 million investment may have been used to benefit Illumina insiders through undisclosed shares and influence in Grail's Series D round.
  2. Dr. Klausner's ownership of Grail shares through Milky Way Investments Group raised concerns about undisclosed insider transactions and potential conflicts of interest.
  3. The intertwining relationships between Helix, Grail, and Illumina, as well as the modifications of options and redemptions, suggest possible non-disclosed financial dealings and self-dealing among insiders.

SVB: Conflicts of (Insider Loan) Interest

37 implied HN points • 22 Mar 23
💼 Business Corporate Governance Venture Capital Conflicts of Interest Risk management
  1. Silicon Valley Bank faced a significant spike in insider loans, raising concerns about VC conflicts of interest and Director independence.
  2. Approximately 38% of SVB's reported incremental venture debt went to start-ups affiliated with Directors, prompting questions on underwriting transparency.
  3. The lack of disclosure in the Proxy Statement and the concentration of loans to insider-affiliated start-ups suggest potential VC conflicts of interest impacting risk management.

Illumina: Fraud by Omission

32 implied HN points • 18 May 23
💼 Business Fraud Insider trading Accounting Investments Legal issues
  1. Fraud by omission is a significant concern in the case of Illumina insiders and their financial windfall on Grail.
  2. By omitting material facts, Illumina insiders potentially misled investors and reaped undisclosed financial windfalls.
  3. The use of cost method accounting instead of equity method accounting may be seen as a form of fraud by omission, allowing for undisclosed financial benefits.

[P] LW: Seeing Possibilities in Activism

2 implied HN points • 11 Jan 25
💼 Business Investing Activism Campaigns Incentives Finance
  1. The article focuses on the effectiveness of activist campaigns, specifically discussing how Jana approaches them.
  2. It highlights the idea of using 'carrot and stick' incentives in activism, which means offering rewards for positive behavior while also applying pressure when needed.
  3. Overall, the piece encourages readers to see potential in activism and how it can lead to meaningful changes.

[PQ] TWLO: Chief Legal Officer Resigns

2 implied HN points • 17 Dec 24
💼 Business Corporate Governance Executive Changes Business Ethics Legal issues Stock Market
  1. The Chief Legal Officer of TWLO has resigned unexpectedly. This kind of sudden change can raise questions about the company's situation.
  2. Such resignations can signal possible issues within the company, like internal conflicts or changes in direction.
  3. It's important to pay attention to who takes over next, as this could influence TWLO's future actions and strategies.

[P] HSY: Kiss-and-Tell Governance

2 implied HN points • 12 Dec 24
💼 Business Finance Mergers Investing Governance Market Analysis
  1. Hershey is showing signs of potential mergers and acquisitions. This might mean they are looking to grow through buying other companies.
  2. The governance style at Hershey focuses on transparency and communication. This can help build trust with investors and stakeholders.
  3. Investors should pay attention to any signals from Hershey about their future plans. These signals can give clues about the company's direction and strategy.

[P] Gordian Knot Problems (Part 2)

2 implied HN points • 29 Feb 24
💰 Finance
  1. The post discusses Gordian Knot Problems, focusing on related-party transactions and beneficial ownership.
  2. The content is exclusive for paid subscribers, highlighting a paywall for full access.
  3. The post includes links for subscription and sign-in for existing paid subscribers.

[P] VYX: Checking Out in 2025? (Part 2)

0 implied HN points • 20 Jan 25
💰 Finance Investing Markets Economics Trading Analysis
  1. Understanding incentives is key for making good investment decisions. It helps to know what drives people and companies to act a certain way.
  2. Activism can influence businesses significantly. Sometimes, outside pressures can lead to changes in a company's strategy or focus.
  3. Planning for the future is important in investments. Looking ahead to 2025 means considering all possible outcomes and options available.

[P] Oppenh(AI)mer (Part 1)

0 implied HN points • 19 Mar 24
🕹 Technology AI Governance
  1. The post is part of a series called Oppenh(AI)mer, focusing on calculating real-world fallout of theoretical governance chain-reactions.
  2. The post is dated March 19, 2024, and is for paid subscribers only.
  3. To access the full content or read more in the series, one can subscribe or sign in as a paid subscriber on the nongaap website.

[VYX] Checking Out in 2025? (Part 1)

0 implied HN points • 23 Dec 24
💰 Finance Investing Market Trends Economic Policy Risk management Financial planning
  1. It's important to think about the reasons behind certain actions and decisions that might happen in 2025. Understanding motivations can help in making better choices.
  2. Activism might play a key role in shaping the direction of events. People speaking up can influence outcomes and bring about change.
  3. Exploring various strategies now can prepare us for what to expect in the future. Having options can make it easier to deal with challenges later on.