The proxy advisor wrote “we have concerns about the questionable deal timing, the sometimes inexplicable course of the deal discussions and negotiations, the board’s pessimistic reasoning for adopting the merger agreement, apparent conflicts of interest in the decision-making process, and the uncompelling and inadequate valuation of Avalara in the transaction.” Those are the same reasons raised by Altair, with Glass Lewis also citing “apparent conflicts of interest stemming from Goldman Sachs' longstanding relationship with Vista and certain Avalara directors' ties to Vista, for which the Avalara board took no action to attempt to mitigate.” I would have to think if the deal is approved we will see many of these words again quoted by law firms who trawl the Wall Street waters looking for publicly held companies to sue. Another long-term investor, Merrion Investment Management Co., a long-term owner of shares, will also vote against the deal but Altair has taken the lead on proxy materials filed with the SEC.