Money Stuff: Pay Now, Merge Later

An important problem in mergers and acquisitions is antitrust risk. The most obvious potential buyers of a company are often its competitors, and the bigger the competitor is, the more it might be willing to pay. If Company A has 50% of the market and Company B has 20% and Company C has 10%, Company A will probably be willing to pay more for Company C than Company B will, because having 60% of the market will give it a lot of market power.

But antitrust law works the opposite way: Antitrust regulators tend to prefer deals where the company is not acquired by a competitor, and if it has to be acquired by a competitor, they would prefer that it be acquired by a smaller competitor rather than a larger one. If Company A has 50% of the market, it will have a hard time getting approval for an acquisition of Company C.

There is a theoretical optimization where the ideal merger is “sell the company to the biggest competitor that can get antitrust approval.” You rank all the target company’s competitors by size, the biggest will pay the most and the smallest will pay the least, but then you cross off all of the competitors who are too big to get antitrust approval. 

The problem with this approach is that you don’t really know in advance what deals will get antitrust approval. The antitrust regulators probably won’t tell you in advance: You need to sign a merger agreement with one buyer and then try to get approval. There are some standard economic models that regulators use, and your antitrust lawyers can often give you reasonably good advice about what deals will or won’t be allowed, but there is going to be some area of uncertainty. And so it is not particularly uncommon for a company to try to sell itself and end up choosing between two offers:

1. One from a smaller competitor who will pay less money but has less antitrust risk, and
2. One from a bigger competitor who will pay more money but has more antitrust risk.

If you take Deal 1, you get a reasonably high likelihood of a fairly certain amount of money. If you take Deal 2 and it goes through, you get more money. But if it doesn’t go through, that’s bad: You waste months or years on the antitrust approval process, you’re distracted from running your business, and ultimately when Deal 2 fails Deal 1 might no longer be available.

Deal 2 is more money, though. You will be tempted. You will go to the bigger competitor offering more money and say “hi, we want to take your deal for more money. But if the deal doesn’t go through that’s a disaster. So you have to, like, really really promise that it will go through.” The buyer can’t exactly do that — it doesn’t control the antitrust approval process — but it can do something. Standard approaches include:

• The buyer can promise to do whatever regulators ask — divest assets, agree to conduct restrictions, whatever — to get antitrust approval. (This is generally called a “hell or high water clause.”)
• The buyer can promise to pay a big breakup fee to the target if the deal doesn’t go through for antitrust reasons. (This is generally called a “reverse termination fee,” because a regular termination fee is normally paid by the target if it backs out of the deal.) The breakup fee doesn’t solve the problem — if the deal is terminated for antitrust reasons, that’s still quite bad for the target — but at least the target gets some money.

From first principles you could imagine other approaches. Here’s one:

• The buyer can agree to pay cash for the target, and just give the target shareholders the cash now. Then, if the deal gets antitrust approval, the deal will close and the buyer will acquire the target. If the deal doesn’t get antitrust approval, the deal won’t close and the buyer won’t acquire the target. But the target shareholders will keep the money! The buyer will have extremely strong incentives to get the deal done, because it has already paid for the target. And the target shareholders don’t really care: They’ve already got the money, so they no longer have any antitrust risk.

I have never seen that approach before, but there are occasional gestures in that direction. In 2022, Spirit Airlines Inc. signed a deal to sell itself to Frontier Airlines Inc., but then it got a better offer from a bigger competitor, JetBlue Airways Corp., with a higher price but more antitrust risk. So Spirit jilted Frontier and signed with JetBlue, and JetBlue paid Spirit shareholders $2.50 per share in cash before getting antitrust approval. And then it didn’t get antitrust approval, and Spirit shareholders got to keep the money. But $2.50 per share was only like 7% of the deal value. It’s not like JetBlue paid the entire deal price in advance.

Here’s this!

Metsera, Inc. (NASDAQ: MTSR) (“Metsera”) today announced that its Board of Directors had determined, after consultation with its outside counsel and financial advisors, that an unsolicited proposal that Metsera received from Novo Nordisk A/S (Nasdaq Copenhagen: NOVO B) (“Novo Nordisk”) to acquire Metsera (the “Novo Nordisk Proposal”) on October 25, 2025 constitutes a “Superior Company Proposal” as defined in Metsera’s existing Merger Agreement with Pfizer (the “Pfizer Merger Agreement”).

Novo Nordisk’s Proposal is structured in two steps. In the first step, immediately following the signing of a definitive agreement, Novo Nordisk would pay Metsera $56.50 per Metsera common share in cash as well as certain amounts in respect of Metsera employee equity and transaction expenses. In exchange, Metsera would issue Novo Nordisk non-voting preferred stock representing 50% of Metsera’s share capital. On the same day, Metsera would declare a dividend of $56.50 per Metsera common share in cash, to be paid ten days later.

In the second step, which would happen only after receiving approval from Metsera shareholders and relevant regulators, Metsera shareholders would receive a contingent value right (“CVR”) of up to $21.25 per share in cash based on development and regulatory approval milestones substantially similar to those agreed in the proposed merger between Metsera and Pfizer, and Novo Nordisk would acquire the remainder of the outstanding shares of Metsera.

This proposal values Metsera at up to $77.75 per share, for a total of approximately $9.1 billion, representing an approximate 133% premium to Metsera’s closing price as of September 19, 2025, the last trading day before the Pfizer transaction was announced.

Metsera is a US biotech firm that is developing weight-loss drugs. Last month, it signed a merger agreement to sell itself to Pfizer Inc. for (1) $47.50 per share in cash ($4.9 billion total) plus (2) a contingent value right worth up to $22.50 per share if Metsera’s drugs hit clinical and regulatory milestones, for a total of up to $70 per share. (The CVR is pretty common in biotech deals: Pfizer didn’t want to pay full value for Metsera if its drugs turned out not to work.) Pfizer is a gigantic pharmaceutical company, but it is having weight-loss troubles: “The US pharmaceutical group did have its own obesity pill in development, but it flopped after one patient in a clinical trial developed signs of liver injury.” So it wants Metsera, and it seems to have relatively little antitrust risk.

Novo Nordisk, meanwhile, is a gigantic pharmaceutical company that makes Ozempic and Wegovy. So it’s huge in weight loss, which makes it a good buyer of Metsera but also a bad antitrust risk. In September it offered to buy Metsera “for up to $10.5 billion” in the form of $6.5 billion in cash at closing and up to $4 billion of CVR, [1]  significantly more than Pfizer was offering. Metsera went with Pfizer anyway, concluding that while Novo’s proposal “had a higher cash and nominal value than the Pfizer proposal,” it “presented a variety of risks” involving antitrust. [2]  So it signed with Pfizer.

And then Novo came back with more money, $56.50 to $77.75 per share, versus Pfizer’s $47.50 to $70. But it also agreed to pay the money up front: Novo would pay Metsera about $6.5 billion “immediately following the signing of a definitive agreement,” and Metsera would pay that out to shareholders (at $56.50 per share) “ten days later.” The shareholders would get the money essentially immediately, before antitrust review and even before a shareholder vote.

For its $6.5 billion, Novo would get “non-voting preferred stock representing 50% of Metsera’s share capital.” It would have 50% economic ownership of Metsera, but no voting rights. Because US antitrust rules are triggered by the acquisition of voting stock, Novo can get this preferred stock without any antitrust approval. 

And then off they would go to try to (1) get Metsera’s shareholders to approve the merger and (2) get US antitrust regulators to approve it. Will they get antitrust approval? I dunno. Pfizer is mad; it put out a press release this morning saying:

Pfizer Inc. (NYSE: PFE) is aware of the reckless and unprecedented proposal by Novo Nordisk A/S (NYSE: NVO) to acquire Metsera, Inc. (NASDAQ: MTSR). It is an attempt by a company with a dominant market position to suppress competition in violation of law by taking over an emerging American challenger. It is also structured in a way to circumvent antitrust laws and carries substantial regulatory and executional risk. The proposal is illusory and cannot qualify as a superior proposal under Pfizer’s agreement with Metsera, and Pfizer is prepared to pursue all legal avenues to enforce its rights under its agreement.

But what if they don’t get antitrust approval? Well, then, Metsera’s shareholders keep the money. (Though they don’t get the CVR worth up to $21.25 per share.) The money is already gone. Metsera can just bop along as a public company, though with half of its stock in the form of non-voting shares owned by Novo.

Or, of course, Metsera can try to sell itself again. To Pfizer, for instance. Maybe Pfizer would still pay $4.9 billion for it. The problem is that, if Novo ends up not buying Metsera, it will own $6.5 billion of preferred stock; if Metsera sells itself to someone else, it will have to pay back that $6.5 billion in cash when the deal closes. [3] So, if the Novo deal falls through, it will not exactly be easy to find a new buyer: The new buyer would have to pay $6.5 billion in cash to pay out Novo, and Metsera’s shareholders wouldn’t get any of that $6.5 billion. But of course they’d already have their money.

The fun trade here is: What if Metsera’s shareholders take the money and then vote down the deal? They will get their $56.50 in cash before the shareholder vote. If they vote yes, then there will presumably be a long slog to get antitrust approval. If they vote no, then the deal will be terminated and Metsera will be free to run itself independently or sell itself to another bidder. If it sells itself to someone else, Novo will get the first $6.5 billion of the deal price but the shareholders will get the rest.

That’s probably not worth it: Novo’s deal has a higher total value than anyone else has offered, plus presumably Pfizer is going to be mad about all of this and might not wait around forever. But it is an interesting solution to the antitrust problem. If you are a Metsera shareholder and you think there’s no way that the Novo deal will get antitrust approval, then the Novo deal is … great? You get a lot of cash now, then you walk away and find a better buyer.

I should say, that’s how it’s supposed to work. It’s not clear that it will work that way. Metsera hasn’t signed with Novo yet; it has just announced that the Novo deal could be “superior” to the Pfizer one, giving Pfizer an opportunity to match it. Pfizer might come back with a higher bid, but it also might come back with a lawsuit. It’s not wrong that the Novo deal is “structured in a way to circumvent antitrust laws,” and perhaps it can block Metsera from taking the Novo deal. But you can see why Metsera would be tempted.

Larry Page and Sergey Brin founded Google Inc. in 1998. When they took it public in 2004, it had two classes of stock: Class A stock, with one vote per share, and Class B stock, with 10 votes per share. Page and Brin each had about 16% of the Class B stock, giving each of them about 15.8% of the voting power of the company. Over time, other Class B shareholders converted their stock into Class A to sell it. Page and Brin sold some stock too, but not that much, so that, by 2012, they each had about 39% of the Class B stock and about 28% of the voting power. The founders now controlled the company. But that was precarious. If they sold more stock, or if Google issued a lot more low-vote Class A stock for employees or acquisitions, the founders might dip below 50%. They didn’t want that.

So in 2012 Google announced a new plan: It would issue a new class of stock, Class C, with zero votes. New employee stock grants and acquisitions could be made using zero-vote Class C stock, without diluting Page and Brin’s voting power. 

This was a significant change in the governance of Google. Page and Brin would be able to control Google forever, even as it kept issuing more stock. Google acknowledged that it was weird, but the founders said:

The proposal we announced today is consistent with the governance philosophy we articulated when we took the company public, as well as the trend for newer technology companies to adopt strong dual-class structures. We believe that it will provide great competitive strength—insulating Google from short-term pressures, whatever the source, for a long time to come, while also giving us more flexibility around equity grants.

Investors and others have always taken a big bet on us, the founders, and that bet will likely last longer as a result of these changes. 

That is: Google concluded that it was good for public shareholders to make sure that its founders could control the company forever, so it changed the terms of its charter to make sure that would happen. Thirteen years later, Page and Brin control about 27% and 25%, respectively, of the voting power of the company, which is now called Alphabet Inc.

This was controversial: Google’s board essentially handed more voting power to Page and Brin, for free. Google’s argument was that giving them this extra voting power was good for outside shareholders. Just like any executive-compensation decision, there is a conflict: Companies give executives stock to motivate them to do a good job, but the stock that the executives get comes at the expense of the other shareholders. It would be better in isolation for the shareholders to give the executives less, but you need to give them enough to motivate them. In the case of heavily involved founders of giant world-changing companies, you need to give them a lot. What Google gave Page and Brin did not have an obvious dollar value, but clearly “you can control Google forever” was worth a lot, and it was a new transfer of value to the founders: It was something that they didn’t have before, but that the board decided to give them, to keep them motivated to run Google.

Obviously shareholders sued, but the case settled and the plan went ahead with minor modifications. Steven Davidoff Solomon wrote:

There is a principle in Delaware that control of a company is something of value that presumably should be paid for. Yet the Class C plan allows Mr. Brin and Mr. Page to maintain control for a longer period of time than they otherwise would have — and they were paying nothing for it.

They were paying nothing for it, but that is generally true of executive compensation decisions: Executives get stock grants not because they pay for them, but as a reward and motivation for their work. The Google Class C plan was not described as an executive compensation plan, and it wasn’t one in the traditional sense. [4]  But that is the right way to understand it: Page and Brin were, in the board’s judgment, critical to the work Google did, and the board was creative in finding ways to give them what they wanted to keep them engaged, motivated and aligned. And what they wanted was not money — they were already zillionaires — but control.

We have talked a few times about Tesla Inc.’s plan to give Elon Musk, its CEO, Technoking, biggest shareholder and quasi-founder, $1 trillion worth of stock as a new executive compensation plan. I think that this — “$1 trillion worth of stock” — is the wrong way to look at it. Elon Musk did not ask Tesla for $1 trillion worth of stock, and Tesla’s board did not set out to give it to him. What Musk asked for was, very clearly, 25% of the voting power of Tesla’s stock. He does not currently have 25% of the voting power; exactly how much he has is murky because of a continuing court case over his previous executive compensation plan, but I tend to use 15% as a rough estimate. The new plan would fix that: It would give him an extra 12% of the stock, getting him to a bit more than 25%. [5]

So Musk demanded 25% to keep being motivated and engaged and aligned at Tesla, and Tesla’s board seems to have believed him that, if he didn’t get it, he would stop being engaged, motivated and aligned. (This is easy to believe; he’s got a lot going on.) The Financial Times reports:

Tesla chair Robyn Denholm has stepped up her campaign to win shareholder support for Elon Musk’s $1tn pay package, warning there is no “Elon mark 2” if the carmaker’s board is forced to try to replace the chief executive.

Denholm and other Tesla board members are meeting this week with the company’s largest institutional investors which include Vanguard, BlackRock and State Street, to lobby for the plan ahead of a vote on November 6.

Musk has threatened to walk out if shareholders vote down a new package of stock options that could be worth up to $1tn over the next decade.

Denholm confirmed that Musk’s public threats had also been communicated privately to the board, but refused to explain Tesla’s contingency plan if shareholders reject the pay deal. Denholm has also written to shareholders warning of his potential departure if his package is not approved.

“This is a vote for shareholders on the future of Tesla,” Denholm told the Financial Times. “There’s just not anybody, either inside or outside the organisation, that is Elon today,” she said.

So the board set out to solve the problem by giving him 25%. Here are two naive ways to do that:

1. Give him an extra 12% of the stock right now. Tesla’s equity market capitalization is about $1.5 trillion, so 12% of the stock would be worth something like $180 billion. That’s a lot of money but not, you know, that much money, in the scheme of (1) the value that Tesla has created for shareholders and (2) the board’s estimate of Musk’s importance to the company. 
2. Give him super-voting shares. Don’t give him extra stock. Just amend Tesla’s charter to create one-vote Class A shares and two-vote Class B shares, and then convert all of Musk’s stock into Class B. He gets two votes per share, or about 26% of the voting power. [6]  Problem solved. How much is that worth? I have no idea. A lot! But less than $180 billion, surely: Plan 1 above would increase his voting power by also increasing his economic share of Tesla; Plan 2 would increase his voting power without increasing his economic share.

The board did not do either of those things. Why not? Well, the problem with Plan 1 is that public-company boards of directors feel pretty compelled to base executive compensation on forward-looking pay for performance; you can’t give a CEO $180 billion just because you think he’s a good guy. If you are going to give him a ton of money, it has to be contingent on him meeting aggressive future targets. 

Unfortunately, in the case of Tesla, that has the effect of inflating the headline value of the pay package. Tesla can’t just give Musk 12% of the stock right now (worth $180 billion); it has to give him 12% of the stock only in future states of the world where the stock is up a lot. This means that, in those states of the world, his pay package will be worth $1 trillion. (Because Tesla will be worth $8.5 trillion.) So the headline value of the package today is $1 trillion. Which sounds very high! It is in a sense easier to object to a $1 trillion pay package for Elon Musk — a trillion dollars! — than it is to object to a $180 billion package, even though the trillion-dollar package — which only pays out in very high stock-price scenarios — is worth less.

What is the problem with Plan 2? The FT says:

Denholm told the FT that the special committee set up to design the pay package — which was made up of her and director Kathleen Wilson-Thompson — explored whether there was a way to give Musk the voting rights he wanted without the vast payout.

“There wasn’t an instrument that you could use that could do that,” she said. “We searched high and low for it, but so we ended up using restricted stock, which does have economic rights.”

Ehhhhh, look, I hear you. Plenty of tech companies have dual-class stocks to entrench founder control, but normally those are put in place before the company goes public. Asking the shareholders of a longtime public company to approve a new dual-class structure to give its CEO more control seems pretty awkward. (The Google precedent is interesting, but it didn’t give the founders any more high-vote shares; it just made future share issuances zero-vote.) I am sure that Denholm and Wilson-Thompson did explore the possibility, and their lawyers told them it would be tough. 

Still? Isn’t it … strictly better? Elon Musk, according to him, doesn’t want $1 trillion worth of new stock, or even $180 billion. (You don’t have to believe him, by the way: He has sold Tesla stock to, among other things, buy Twitter and troll Elizabeth Warren, and his voting stake would be higher if he hadn’t done that. He does have uses for money!) He just wants to control 25% of Tesla’s vote, so that he can have robust but not absolute control of the robot army he is building.

The simple way to do that is to give him 25% of the vote without giving him any new economic ownership. Would that satisfy him? I don’t know, but he seems to be saying it would. Would it be legal? I don’t know, but Tesla is incorporated in Texas now so kind of anything is possible. Would shareholders approve it? I don’t know, but if they would approve the trillion-dollar pay package (not certain! “Tesla Chair Says It’s Unclear If Musk Pay Package Wins Approval,” reports Bloomberg News), then they should be willing to approve this, since it is strictly cheaper for them. [7]

It would be weird and difficult to pay Elon Musk solely in votes, not in shares, or money. But he says it’s what he wants, and the board says it’s what they want, and surely it should be what shareholders prefer. They should do it!

We have talked a lot in recent weeks about “late-cycle credit accidents” involving possible double-pledging of collateral. You make some windshield wipers, you sell the windshield wipers to auto parts stores, you send them some invoices, they have 90 days to pay, and you borrow against the invoices from a trade finance company. The “invoices” are, in the first instance, just electronic files. Perhaps they are entries in a spreadsheet, or emails from your customers saying “yes send me the wipers I’ll pay in 90 days” that you forward to your lenders.

What’s to stop you from selling the same invoice twice to two different trade finance companies? The long good answer is “the trade finance companies have due diligence processes to check on their collateral, and there is a system of publicly recorded liens that should prevent the double-pledging of invoices.” The short bad answer is “often nothing.” In the current credit boom, the answer is often nothing. And so there have been collapses at Tricolor Holdings and First Brands and Cantor Group and 777 Partners, accompanied by allegations of double-pledging. “When you see one cockroach, there are probably more,” said Jamie Dimon after the Tricolor collapse, and they keep popping up.

This is all sort of convoluted and inefficient. If you are getting real money from trade finance firms by just sending them electronic files and saying “here’s an invoice,” sure you might send the same invoice to two different trade finance firms, or three, or 20, but why do you need an invoice at all? I mean, you need to send them something; you need to send them some electronic file that looks like an invoice. But you don’t need to sell actual windshield wipers to actual auto parts stores to generate actual invoices. You just need, like, a word processor. Generating electronic files is free! The Wall Street Journal reports:

BlackRock’s private-credit investing arm and other lenders are trying to recover hundreds of millions of dollars after falling victim to what they called a “breathtaking” fraud, marking another breakdown in an opaque corner of the U.S. debt markets.

The lenders have accused Bankim Brahmbhatt, the owner of little-known telecom-services companies Broadband Telecom and Bridgevoice, of fabricating accounts receivable that were supposed to be used as loan collateral. The lenders filed suit in August. They said Brahmbhatt’s companies owe them more than $500 million.

Brahmbhatt disputes the allegations of fraud, his lawyer said. 

The loans were made by HPS, a private credit firm that BlackRock bought this year, to entities run by Brahmbhatt, including one named Carriox. Carriox would apparently borrow from HPS against customer receivables from telecom companies. But, oops:

In July, an HPS employee noticed irregularities with certain email addresses that purportedly came from Carriox customers, the people said. In their August lawsuit, the lenders said that the emails came from fake domains mimicking real telecom companies, and that a review of past emails showed the same irregularities. When HPS officials asked Brahmbhatt about the irregularities, he assured them there was nothing to worry about, the people said. Then he stopped answering their phone calls.

Here is the complaint that the lenders filed in August, saying that “through forged contracts with telecommunication companies … and the fabrication of email messages to look as if sent by telecommunications companies, Brahmbhatt created an elaborate balance sheet of assets that existed only on paper.” Or only on email:

For example, email messages purportedly sent by the Belgian telecommunications company Belgacom International Carrier Services SA, often known as BICS, were sent from the internet domain “belgacomics.com” rather than BICS’s actual internet domain “bics.com.” Similarly, an email message purportedly sent by the Australian telecommunications company Telstra was sent from the internet domain “telstra-au.com” rather than Telstra’s actual internet domain “telstra.com.au.” The Lenders informed Plaintiff that they have reviewed 10 additional email confirmations from 2024 and discovered the same fabrication.

Upon information and belief, multiple telecommunications companies have confirmed that the internet domains contained in these email messages were fraudulent, with BICS stating unequivocally: “This is indeed a confirmed fraud attempt, we do not own the belgacomics.com domain name and have nothing to do with these emails.” 

Yes, look, if you have a thriving financial system in which people lend hundreds of millions of dollars of real money secured by forwarded emails, you are going to end up lending some money against some fake emails.

I wrote the other day about AI performance reviews. Apparently JPMorgan Chase & Co. “has given employees the option to use its in-house artificial intelligence system to help write year-end performance reviews”: They can “use the US bank’s large language model to generate a review based on prompts they give it.” I made the standard jokes (“one assumes that the reviews are also read by AIs,” etc.), but I did not really think this through. I just vaguely assumed that you would prompt the system with some facts or adjectives or whatever: “Write a review for Jane, who is really good at financial modeling but who sometimes italicizes percentages wrong in pitchbooks and goes home before 3 a.m.,” that sort of thing.

But then I got an amazing email from someone who says that he works at JPMorgan and has taken the next logical step:

In the solicited feedback requests by employees or their managers at JPM, you can prompt AI to write a review, OR you can simply use the “AI Assist” button to generate a review first without any prompts required (and then presumably edit and personalize it). AI uses the person's job description to get started, then adds corporate-speak fluff based on seemingly nothing. 

Here's a sample of no-prompt feedback: “I wanted to highlight your excellent work in the Financial Controller role. Your contributions to our team’s success have been invaluable. One area you could further enhance your impact is by ensuring that all financial reports are not only accurate but also submitted promptly. Timely reporting is crucial for effective decision-making and strategic planning. Keep up the great work, and I look forward to continuing our collaboration!”

“Hmm this is a financial controller,” the AI thinks, “she is probably pretty precise but maybe takes too long double-checking everything, let’s go with that.” Incredible! Reasonable! Reasonable-ish! In like two years every performance review in the world will be written exactly like that. [8] You’ll go into the review system, you’ll have a list of colleagues to review, you’ll push the “Write Automated Review” button, the computer will just absolutely make stuff up based on its generic guess about what someone might say in a performance review, it will present you with a draft, you will skim it briefly and have a rueful laugh, and you will hit “submit.” And then the AI will fire everyone.

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