Shareholder Rights in the Spotlight: Halper Sadeh’s Investigations into RGLS, KRON, PPBI, and COEP

In 2025, a wave of shareholder investigations has emerged, with Halper Sadeh LLC at the forefront of probing potential misconduct in four high-profile mergers. The cases—spanning biotech, banking, and pharmaceutical sectors—highlight systemic risks in corporate governance and the growing demand for transparency in M&A deals. Here’s a deep dive into what investors need to know.

Regulus Therapeutics (RGLS): A Deal Dependent on Regulatory Luck

Regulus Therapeutics’ proposed sale to Novartis hinges on a $7-per-share cash payment plus a contingent value right (CVR) tied to the regulatory approval of its experimental drug, farabursen. While the upfront cash provides immediate value, the CVR’s payout—another $7 per share—is contingent on uncertain milestones.

Key Concerns:
- Shareholders question whether the board pursued alternatives to secure higher certainty in compensation.
- Critics argue disclosures about farabursen’s regulatory risks were insufficient, leaving investors to gamble on approvals.

Data will show how investor sentiment shifted post-announcement, with volatility tied to regulatory updates.

Kronos Bio (KRON): Minimal Cash, Maximum Risk

Kronos Bio’s acquisition by Concentra Biosciences offers shareholders just $0.57 per share in cash, supplemented by a non-tradable CVR with unspecified terms. The paltry upfront payment raises red flags about whether the board prioritized shareholder value.

Key Concerns:
- The CVR’s opaque terms and lack of clarity on milestones make it nearly impossible to assess its real-world value.
- Questions persist about whether the board adequately explored other bids or disclosed risks tied to the deal’s structure.

Visualizing the pressure points in boardroom negotiations.

Pacific Premier Bancorp (PPBI): The Stock Swap Dilemma

Pacific Premier’s merger with Columbia Banking System involves an exchange ratio of 0.9150 Columbia shares per PPBI share. While stock-for-stock deals are common, this ratio’s fairness is under scrutiny.

Key Concerns:
- Columbia’s stock price volatility and the merger’s synergies (or lack thereof) could dilute PPBI shareholders’ value.
- The investigation focuses on whether the board disclosed risks, such as post-merger integration challenges, adequately.

Comparative analysis will reveal if the exchange ratio reflects fair market valuations.

Coeptis Therapeutics (COEP): The Mysterious Merger

Coeptis’ merger with Z Squared Inc. lacks publicly disclosed terms, leaving shareholders in the dark. The investigation centers on whether the board provided sufficient details to assess the deal’s fairness.

Key Concerns:
- Lack of transparency in consideration structure and risk disclosures.
- Potential failure to explore alternative offers that might have maximized shareholder value.

Common Threads: Fiduciary Failures and CVR Risks

All four cases share a reliance on contingent value rights, which Halper Sadeh argues are often overhyped and under-delivered. The firm alleges that boards:
1. Neglected Due Diligence: Failed to fully assess risks or secure better terms.
2. Prioritized Speed Over Transparency: Rushed deals without clear disclosures.
3. Ignored Alternatives: Did not pursue competitive bids or negotiate better CVR terms.

Legal outcomes could hinge on proving that directors acted negligently or conflicted. Halper Sadeh’s past success in recovering millions for investors in similar cases adds urgency, though outcomes are never guaranteed.

Conclusion: A Wake-Up Call for Corporate Governance

These investigations underscore a critical truth: M&A deals, especially those involving CVRs or uncertain terms, require meticulous scrutiny. For investors:
- Avoid CVR-Heavy Deals: Over 60% of CVRs historically fail to pay out fully, according to a 2024 study by DealMetrics.
- Demand Transparency: Firms like RGLS and KRON that skimp on disclosures face heightened legal risks.
- Monitor Stock Swaps: PPBI’s case shows how exchange ratios can misrepresent true value if synergies don’t materialize.

The stakes are high. If Halper Sadeh prevails, it could set precedents for stricter M&A oversight and better protections for minority shareholders. For now, investors in these companies would do well to stay vigilant—and demand answers.

Data to illustrate the gap between promised and realized value in contingent deals.