The inquiry focuses on potential breaches of fiduciary duty by Arcosa’s leadership during negotiations for the takeover. Ademi LLP specifically highlights concerns regarding change-of-control arrangements that provide significant payouts to insiders. Furthermore, investigators are challenging the restrictive nature of the agreement, which includes substantial financial penalties if the company pursues competing bids.

Ademi LLP is currently reviewing whether the board prioritized the valuation of the firm for all shareholders or if the deal terms artificially limit the competitive landscape for the acquisition. The firm is soliciting input from current Arcosa investors to determine if the transaction provides a fair price for public equity holders.