Corporate Governance and Shareholder Rights in Pending Mergers: Assessing Legal and Financial Risks for AL, HNI, SCS, and GES

In the ever-shifting landscape of corporate M&A, the interplay between governance, fiduciary duties, and shareholder value has never been more contentious. As of November 2025, four high-profile mergers-Air Lease Corporation (AL), HNI Corporation (HNI), Steelcase Inc. (SCS), and Guess?, Inc. (GES)-are under intense scrutiny for their structural complexities, governance risks, and potential legal vulnerabilities. These deals, while promising strategic synergies, also raise critical questions about whether shareholders are being fairly compensated and whether boards are fulfilling their fiduciary obligations.

The AL-SCS-HNI-GES Merger Landscape: Deal Terms and Governance Gaps

The proposed transactions reveal a mix of cash-and-stock and all-cash structures, each with distinct implications for corporate governance. Air Lease's $65-per-share cash offer by Sumitomo Corporation, SMBC Aviation Capital, Apollo, and Brookfield appears straightforward, yet the absence of a shareholder vote-common in leveraged buyouts-has drawn skepticism. Meanwhile, HNI's $2.2 billion merger with Steelcase, which will see HNI shareholders own 64% of the combined entity, introduces a hybrid structure. Steelcase shareholders receive $7.20 in cash and 0.2192 shares of HNI, a valuation multiple of 5.8x trailing adjusted EBITDA that some analysts argue underprices the target's long-term potential, according to a SEC filing.

Guess?'s $16.75-per-share go-private deal with Authentic Brands Group LLC and the Marciano family, meanwhile, has sparked governance alarms. The Marcianos, who retain significant ownership post-transaction, are now the subject of a separate investigation by Bleichmar Fonti & Auld LLP, which questions whether the board adequately negotiated for shareholders, according to a Globenewswire report. These cases underscore a recurring theme: when controlling shareholders or insiders are involved, the risk of self-dealing or undervaluation increases.

Legal Risks and the Role of Halper Sadeh LLC

Halper Sadeh LLC, a prominent investor rights law firm, has positioned itself as a key player in these mergers. The firm is investigating all four deals for potential violations of federal securities laws and breaches of fiduciary duties, according to a Morningstar PR.

In the case of HNI and Steelcase, the firm is probing whether the $18.30 implied per-share price (based on HNI's August 1, 2025, closing price of $50.62) fairly reflects Steelcase's intrinsic value, according to the Morningstar PR. The firm's contingent-fee model-where it represents shareholders without upfront costs-has made it a go-to advocate for investors seeking to challenge underwhelming offers.

Financial Analysis: Valuation Multiples and Market Reactions

The financial metrics of these mergers tell a nuanced story. For HNI and Steelcase, the 5.8x EBITDA multiple is below the 7.5x average for office furniture sector peers, suggesting undervaluation, according to the SEC filing. Analysts at UBS and Telsey Advisory have adjusted their price targets for GES to $16.75, aligning with the go-private offer but noting that the company's 5.35% dividend yield-a recent 25% increase-could attract income-focused investors, according to a Yahoo Finance article.

However, the cash-heavy nature of these deals raises liquidity concerns. Air Lease's $65-per-share offer, while generous, locks shareholders out of potential upside if the company's asset portfolio appreciates post-merger, according to the SEC filing. Similarly, Guess?'s all-cash structure eliminates shareholder participation in any future brand revival, a risk given the volatile fashion retail sector, according to the Yahoo Finance article.

Strategic Implications for Shareholders

For investors, the path forward hinges on balancing legal risks with financial returns. Shareholders in AL, HNI, SCS, and GES must weigh the certainty of immediate cash payouts against the possibility of higher long-term value if the deals collapse or are revised. Halper Sadeh's investigations, while not guarantees of litigation, signal that these mergers are not immune to legal challenges, according to the Morningstar PR.

Moreover, the presence of activist scrutiny-particularly in GES's case-highlights the importance of board independence. When insider interests dominate, as with the Marcianos, the risk of governance failures rises, according to the Globenewswire report. Shareholders should monitor regulatory filings and court rulings for clues about deal viability.

Conclusion: A Call for Vigilance

These mergers exemplify the delicate balance between strategic consolidation and shareholder protection. While the proposed transactions aim to streamline operations and unlock efficiencies, they also expose vulnerabilities in corporate governance. As Halper Sadeh and other firms continue to probe these deals, investors must remain vigilant. The coming months will test whether boards are acting in the best interests of all shareholders-or merely facilitating transactions that benefit a select few.