The study captures only one of two arithmetics at work here. The deal team's arithmetic is local: a mootness fee is paid once, on one transaction, against the risk that litigating consumes management time and pushes the closing date, costs the author says can far exceed the average fee [9]. The base rate is a property of the population, not of any single deal, so a finding like this is acted on by a firm or a board willing to lose time on one transaction to change what it is offered on the next twelve, not by a deal team.
What the sample establishes is narrower than the summary suggests, and worth reading precisely. The immateriality benchmark is analogy: over three-quarters of the supplemental disclosures resembled details that at least one federal court has found immaterial [6]. The materiality benchmark is type: under 0.2% were of a kind a federal court has actually found potentially material [7]. Subtract both and something under a quarter of the sample sits in neither bucket [16], unclassified by the article's own test. The source also does not give the total count of supplemental disclosures, so that 0.2% cannot be converted into a number of documents [18]. This reads as a strong prior for a settle-or-fight conversation, not as a holding anyone can cite.
The skeptic's objection is obvious and should be stated: the global co-head of M&A at Sullivan & Cromwell [1] sells sell-side work, and cheap disclosure is good for that business. Two things in the piece answer it partly. The classification leans on what federal courts have said about analogous details rather than on the author's own view of materiality [6]. And the examples are checkable by a reader: the components of a fully diluted share count fed into a discounted cash flow analysis [11], or the number of analyst reports reviewed with the low, high and median price targets [12]. The article also concedes the harder case, that process and conflict-of-interest disclosures can affect how stockholders decide, while arguing the supplemental versions usually add little to what was already there [13].
The board-deck version writes itself: nearly half the alleged deficiencies target banker analyses and projections [5], three-quarters of the resulting disclosures are immaterial by analogy [6], so stop paying. It is incomplete in three ways that matter to whoever signs off. The sample is the largest all-cash deals over a 29-month window [3][17], so it says nothing about stock consideration or the middle market. The average mootness fee is invoked but never sized [9][18], so the saving is unpriced. And the cost being avoided is schedule risk, which is not distributed evenly across a pipeline.
That is where the sequencing bites. If a handful of firms bring most of the publicized challenges [4], they are repeat players choosing targets, and a house rule that declines obviously immaterial supplements is a signal aimed at their intake decisions rather than at this quarter's fee. The return on refusing arrives on the deal after next, which is why the decision belongs to the people who will still be there to collect it.
