In a just society, SEC disclosure for an above 5% stake would be, at least, 28 days. That way the capitalized benefits of large blockholders actually go to the blockholders, not the dispersed incumbents who happen to be selling them the shares.

$SABR $CSU I think there's a non trivial reson behind then 15% cap Internal Revenue Code Section 382 was explicitly designed by Congress to prevent profitable corporations from acquiring struggling, unprofitable companies solely to harvest their tax losses to offset their own gains. The rule creates a stringent limitation: if a corporation experiences an "ownership change," its ability to use pre-change Net Operating Losses to offset post-change taxable income is severely restricted. Following an ownership change, the annual limitation is calculated by multiplying the fair market value of the old loss corporation by a specific, published IRS long-term tax-exempt rate. Given Sabre's depressed equity valuation relative to its historical peaks, triggering this limitation would effectively wipe out the present value of hundreds of millions of dollars in deferred tax assets. The critical metric under Section 382 is the definition of an "ownership change." The code dictates that an ownership change is triggered if the percentage of stock owned by one or more "5-percent shareholders" increases by more than 50 percentage points over the lowest percentage of stock held by those specific shareholders during a rolling three-year testing period. This is an aggregate calculation; it tracks the combined increases of all major blockholders. If Constellation Software were permitted to blindly execute its strategy and acquire 24.8% of Sabre to mirror the Asseco Poland model, Constellation alone would consume nearly half of the allowable 50-percentage-point shift permitted under Section 382.7 When this 24.8% increase is combined with the normal, continuous market turnover among Sabre's other massive institutional shareholders and mutual funds, who collectively hold over 78% of the company's equity, Constellation's acquisition would almost certainly trigger a Section 382 ownership change over the three-year testing window. The utilization of specialized corporate architecture to protect tax assets is a standard necessity in the highly volatile, historically distressed travel industry. For example, American Airlines Group actively maintains a formal Tax Benefit Preservation Plan, ratified by stockholders, which is explicitly designed to reduce the likelihood of experiencing an ownership change for purposes of Section 382 by deterring major equity acquisitions and enforcing strict percentage caps on voting equity. Sabre's 15% threshold operates on the exact same logic, ensuring that Constellation's presence is accretive to the equity.

Small story, back in my IB days, I used to cover sectors which no one covered. One of the sectors we built niche was exchanges (Stock, commodities, energy etc) Over the year, we built the largest Exchange practice as there was zero competition (Both Bulge bracket/ boutique banks like Avendus etc didn't cover), & we quickly became the Go-to Exchange I bankers Did 300 cr of block deal for NSE, IEX ( post Jignesh Shah, MCX fiasco etc) & made about $ 1mn fees for the company Was looking at our old pitch decks, we did a road show with every NSE blockholders who had liquidity issues ( like IDBI etc) We sold NSE at $3B valuation, current valuation of $60B , 20x in 12 years Just investing my bonus from the deal back in NSE post the 20X run would have have added to me tens of crores of networth :( Btw, my super boss ( Vikram Limaye one of the customers to whom I did block deal for went on to become NSE CEO and rest is history)

Normally e go well for una wey be blockholders so una go dey oppress us😏😂

Don’t forget about the rest of us diamond hand Blockholders Leo 😄🍻

Understanding the concrete personal incentives of the billionaire blockholders entrenched at the helm of most of America’s incumbent corporations is critical to devising effective competition, corporate governance, and tax policy fixes, writes @NikoLusiani promarket.org/2024/05/15/bil…

Billionaire Blockholders Are Stifling Competition in Corporate America promarket.org/2024/05/15/bil… via @ProMarket_org

Blockholders

Concentrated Markets, Concentrated Wealth: Billionaire Blockholders, the Interlocking Rise of Wealth and Market Concentration, and the Role of the US Tax Code rooseveltinstitute.org/publi…

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Large blockholders own 0.4% of single family homes right now. They won’t come close to 40% in 6 years.

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