Rippling, the employee onboarding juggernaut founded by Parker Conrad, has banned ex-employees from participating in a large stock tender offer if they currently work for any of eight rival companies.

• The decision was first reported by TechCrunch, confirmed by Axios, and heavily debated on social media over the weekend.

The stakes: The tender is for $590 million of shares at a $13.5 billion valuation.

• A source says that there was over $2 billion in sell-side demand. This is despite the aforementioned ban, plus unrelated restrictions on RSU holders, company co-founders, and post-Series B investors.

The big picture: Privately held companies like Rippling are not obligated to launch shareholder tender offers. And, if they do launch one, they're under no obligation to offer shares to ex-employees (some companies do, more companies don't).

• In fact, the only legal responsibility that tendering companies have is to provide financials and material disclosures to potential participants, all of whom receive them under NDA.
• It's these disclosures that Rippling used to justify its ban on ex-employees at rival companies, arguing that providing such information would put it at a competitive disadvantage.

Zoom in: Just because you don't have to do something doesn't mean that you shouldn't do something.

• Ex-employees who vested stock options helped generate the value being recognized in a tender offer. Excluding them feels punitive in a tender with over half a billion dollars available. Current employees see how their former colleagues are being treated.
• The disclosure concerns are understandable, but overstated. If large rivals to Rippling don't know the broad strokes of its financials, then they're not worthy rivals.
• And if Rippling really thinks an NDA will stop dissemination of its data — despite sending it to hundreds of individuals and investors — then it's being unrealistic.

The bottom line: Startup stock tenders have become more prevalent and important as companies stay private longer. As such, they're also under more scrutiny.

• What Rippling did was defensible, but the better case could be made for having done it differently.

Engelhart Commodities Trading Partners of London agreed to buy Trailstone, an Austin, Texas, power trading firm, from private equity firm Riverstone Holdings.

Why it's the BFD: The combination of geopolitical instability and climate change have created major volatility in power markets, and big profits for firms that trade there.

Details: Trailstone was formed by Riverstone in 2013, and primarily focuses on renewable power and natural gas.

The bottom line: "While other energy markets like oil have broadly cooled since then, de-regulation, the rise of renewable power generation and the extreme weather patterns associated with climate change mean electricity grid supply is likely to remain volatile for the foreseeable future." — Bloomberg

🚀 Space Pioneer, a Chinese developer of reusable rockets, raised around $207m from Wuxi Chuangfa, CCTV Fund, CITIC, Hefei Ruicheng, SDIC Taikang, Bohua Capital Management, Guoyu Gaohua, and Deyue Investment. axios.link/4bQKMWF

🚑 Amber Therapeutics, a British developer of a neuromodulation therapy for treating mixed urinary incontinence, raised £80m in Series A funding. NEA led, and was joined by F-Prime Capital, Lightstone Ventures, and Intuitive Ventures, alongside existing investors Oxford Science Enterprises, and 8VC. axios.link/4ecoS1R

• Relay, a Raleigh, N.C., communications platform for frontline workers, raised $35m in Series B funding. G2 Venture Partners led, and was joined by Wind River Ventures and Sovereign's Capital. axios.link/4e8qgTj

🚑 Anterior, a health insurance approval expeditor, raised $20m in Series A funding at a $95m post-money valuation. NEA led, and was joined by insiders Neo and Sequoia Capital. axios.link/4aTytYG

• ARX Robotics, a German maker of unmanned ground vehicles for defense applications, raised €9m in seed funding from NATO Innovation Fund, Discovery Ventures and Project A Ventures. axios.link/3Vp0u4G

🚑 Stitch, an SF professional employer organization for independent medical practices, raised $8.8m in seed funding from Redesign Health, per Axios Pro. axios.link/3x8rMnI

• Visibly, a London provider of certification training for the infrastructure sector, raised $7.5m. Creandum led, and was joined by Seedcamp, Brighteye Ventures, and Triple Point. axios.link/3VeXhUZ

• Tomato.ai, a Danville, Calif., provider of accent-softening software, raised $2.1m in seed extension funding from Gaingels, Cardumen Capital, and Recursive Ventures. tomato.ai

• Platma, an e-commerce business automation platform, raised $1.9m in seed funding, per Axios Pro. Almaz Capital led, and was joined by Most Ventures and Activat VC. axios.link/4cecixq

• Ardian acquired CampusParc, the concessionaire managing parking facilities at Ohio State's flagship campus, from QIC. axios.link/3x79V0r

⚡ ARC Financial acquired Aspenleaf, a Canadian light oil producer, for over C$400m, from Ontario Teachers' Pension Plan. aspenleafeneergy.com

• Blackford Capital acquired Eight12, an Aliso Viejo, Calif., automation and controls engineering firm. eight12automation.com

🚑 FFL Partners invested in Apex Infusion, a Signal Hill, Calif., provider of ambulatory infusion therapy services. apex-iv.com

• Stellex Capital Management acquired TriplePoint MEP, a provider of HVACR installation and related services, from Caymus Equity Partners. triplepointmep.com

Two companies plan to go public on U.S. exchanges this week: Tempus AI and Telix Pharmaceuticals.

🚑 Alumis, a South SF-based precision immunology company, filed for an IPO. It plans to list on the Nasdaq (ALMS), and had raised over $630m from firms like AyurMaya, Baker Bros, Foresite Capital, Samsara BioCapital, venBio Partners, Lilly Asia Ventures, Cormorant Asset Management, SR One, Nextech, Ally Bridge, HBM Healthcare Investments, Omega Funds, and Piper Heartland Healthcare. axios.link/4egIIJu

🚑 Walgreens Boots Alliance (Nasdaq: WBA) no longer is prepping an IPO for Boots, its British drugstore chain, per Bloomberg. axios.link/4egJeao

• Chenghe Acquisition II, an Asia-focused SPAC, raised $75m in its IPO. The original Chenge Acquisition fund merged with optical parts provider Semilux International. axios.link/45iZmnA

⚡ EQV Ventures Acquisition, an energy-focused SPAC formed by EQV Group, filed for a $350m IPO. axios.link/3VxYqZ4

• Rising Dragon Acquisition, a China-based small-cap SPAC, filed for a $50m IPO. axios.link/3RkASEH

🚑 Cinven is seeking to sell National Seating & Mobility, a Franklin, Tenn., maker of power mobility and home medical equipment, per PE Hub. axios.link/4bU3pJu

• Cognizant Technologies (Nasdaq: CTSH) agreed to buy Belcan, a Cincinnati digital engineering firm, from AE Industrial Partners for nearly $1.3b in cash. axios.link/3x1ErJ8

⚡ Ambar Energia of Brazil agreed to buy a portfolio of gas-powered electric plans from Eletrobras for around $878m. axios.link/4cb4oom

⚡ Noble, an offshore oil-rig contractor, agreed to buy smaller rival Diamond Offshore Drilling (NYSE: DO) for $1.6b in cash and stock. axios.link/3Xo0Af8

• Bakkt (NYSE: BKKT), a digital asset marketplace with around a $255m market cap, is weighing a sale, per Bloomberg. It was originally launched by NYSE parent Intercontinental Exchange (NYSE: ICE) and later went public via SPAC. axios.link/3Vyhjes

• Cineworld weighing a sale of its U.K. cinema assets, per Sky News. axios.link/3XeStl1

🚑 Ipsen (Paris: IPN) agreed to a biobucks deal with Marengo Therapeutics that could be worth up to $1.2b. Marengo is a Cambridge, Mass., developer of immunotherapies for "cold" tumors, which has raised around $120m from firms like Apple Tree Partners. axios.link/4aTAJPl

🚑 Karl Storz of Germany agreed to buy Asensus Surgical (ASX: ASXC), a Durham, N.C.-based laparoscopic robotics company, for around $95m, or $0.35 per share. axios.link/4cfkvRZ

• Magellan Group, a UAE investment firm, agreed to buy marine lender Danish Ship Finance for more than €700m. axios.link/3xa9mTq

• Vista Outdoor (NYSE: VSTO) said it received a $2b offer for its ammunition business from an undisclosed "U.S.-based private investment firm," which could prove superior to Vista's agreement to sell the business to a Czech arms company. Vista also continues to have a takeover offer for the entire company from a Dallas-based family office. axios.link/4bSaN8h

• Gideon Yu, former Facebook and YouTube CFO, is raising around $500m for a VC fund affiliated with Alphabet's moonshot lab, per Bloomberg. axios.link/4b05OB0

• Harlan Capital of Palm Beach, Fla., raised $130m for its fifth opportunistic private credit fund. harlancapital.com

• Italian Founders Fund raised €50m for its debut fund. axios.link/45jWaYS

Elliott Investment Management has built nearly a $2b stake in Southwest Airlines (NYSE: LUV), making it one of the carrier's largest shareholders (if not the largest), per the WSJ.

Why it matters: Southwest isn't quite in freefall, but it's clearly preparing for some sort of landing.

• Shares are have been halved over the past three years, reflecting falling profits. Trouble spots include increased competition, a reliance on Boeing planes, and that winter storm debacle in late 2022.

What to watch: Elliott's playbook. Often it involves pushing for a sale, but that could be nearly impossible in an antitrust environment that just scuttled JetBlue-Spirit.