Publications

In addition to his book (Read The Soul of the Deal), Marc also wrote trailblazing essays, articles, and commentary on M&A, venture capital, securities, negotiating, Founder dynamics, and emotional intelligence.

For 40+ years, Marc H. Morgenstern’s provocative articles about M&A, venture capital, startups, and business negotiating appeared in leading business, academic, and legal publications. In response to real world roadblocks he encountered, Marc proposed practical solutions.

Below are a few of his papers (lightly annotated). Partial list of additional publications follows. Read Newspaper and Magazine commentary

Annotated Bibliography of trend-setting articles

The Definitive Deal Dictionary

Identified as a “nationally known expert on securities and corporate legal matters”, Marc authored the Definitive Deal Dictionary (© 1999) for OffRoad Capital, the first internet-based investment bank specializing in private placements. It featured 135 essential definitions for private and public investments written in Plain English. Believed to be the earliest dictionary or glossary for venture capital, private equity, and private placement terms.

Selling your private, middle market company: The Only Guide you’ll ever need to find the ‘Perfect’ Investment Banker

Acquisition Aficionado (2024)

This unique step-by-step roadmap provides ten highly customized questions every potential business seller should pose when interviewing an Investment Banker. The most unorthodox? Ask what percentage of their sell-side assignments closed at (or above) indicated valuation ranges, and within the anticipated timeline?

Those who know the answer will have high batting averages. Those who don’t, won’t.

Private Placement Guidelines – A Lawyer’s Letter to a First Time Issuer

Business Lawyer (1992)

Marc’s thinkpiece created a first-of-its kind template letter attorneys could adapt to easily educate inexperienced private placement clients about securities laws.

Key section is “Why am I reading this letter”? The attention-riveting answer is so clients can avoid fines, penalties, civil liabilities, or having to refund their investors’ money if the deal doesn’t turn out well.

The ABA’s Section of Business Law placed Private Placement Guidelines on its website; helping the concept quickly gain widespread acceptance and active use through the legal community.

Extraterritorial Application of United States Securities Law – A Matrix Analysis

7 Hastings International and Comp. L. Rev. (1983)

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Real Estate Securities and the Foreign Investor – Some Problems and Proposals

Securities Regulation Law Journal (1984)

Marc was doing business in South America at a time when there were no applicable SEC rules exempting offerings by U.S. issuers solely to foreign investors. He designed a proposed regulation. The agency later adopted Regulation S, incorporating the most important elements of Morgenstern’s proposal into a “safe harbor” exemption for offshore transactions.

The corollary problem was that if an offering was exempt from SEC registration, the agency’s anti-fraud provisions (e.g. monetary liability) could apply based on an amorphous, subjective standard. Understandably this lead to widespread confusion and lack of predictability.

To address the ambiguity, Marc created an unprecedented four-by-four “matrix” composed solely of objective variables which employed a standard analytical nomenclature. The combination predicted the actual judicial outcome in ~95% of cases. His approach has been repeatedly cited with approval, including the leading treatise on Securities Law, Professor Louis Loss on Fundamentals of Securities Regulation.

The Impact of Sarbanes-Oxley on Mid-Cap Issuers

Review of Securities and Commodities Regulation (2004)

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Going Private: A Reasoned Response to Sarbanes-Oxley

SEC Forum on Small Business Capital Formation (2004)

Marc was an early, prominent critic of the Sarbanes-Oxley Act. He advocated for rules sharply differentiating reporting and disclosure obligations for smaller issuers based on market-cap or revenues. The SEC published both articles on its website and later adopted many of his suggestions.

More of Marc’s articles! M&A and Venture, Business and Securities, and Sarbanes-Oxley

M&A and Venture Capital

Case Study: A Deal Made in Heaven

Cleveland State University

Philosophy of Acquisitions

Corporate Counsel’s Quarterly

Crisis Bridge Financings – 2009

The Review of Securities & Commodities Regulation

Dealmakers Unite! Wage War against Deal Waste, Inefficiency, and Friction

Smart Business Magazine

Investor Defaults: How to Protect your Private Equity or Venture Capital Fund

Private Equity Fund Raising 2002, Institute for International Research

Life Support: Crisis Bridge Financing

The Deal

Business and Securities

Leading a “re-startup” in a never-normal business world

Smart Business Magazine, September 2026

Corporate Governance: Building an IPO and Merger Defense through Board Minutes

39th Annual Institute on Securities Regulation

Corporations, Partnerships, and Trusts as Purchasers Under Reg. D

Real Estate Securities Journal Cited with approval many times, including the leading treatise on Securities Law, Professor Louis Loss on Fundamentals of Securities Regulation