Wed.May 01, 2024

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Contextual Corporate Governance

Harvard Corporate Governance

Posted by Kevin D. Chen (Duke University), John E. Core (MIT), and Wayne R. Guay (University of Pennsylvania), on Wednesday, May 1, 2024 Editor's Note: Kevin D. Chen is an Assistant Professor of Accounting at Duke University, John E. Core is the Nanyang Technological University Professor and a Professor of Accounting at MIT, and Wayne R. Guay is the Yagao Professor of Accounting at the University of Pennsylvania.

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Walking With My Dog Makes Me A Better Lawyer

Law 360 M&A

Thanks to my dog Birdie, I've learned that carving out an activity different from the practice of law — like daily outdoor walks that allow you to interact with new people — can contribute to professional success by boosting creativity and mental acuity, as well as expanding your social network, says Sarah Petrie at the Massachusetts Attorney General’s Office.

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Trending Sources

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The SEC and CFTC Overhaul Form PF

Harvard Corporate Governance

Posted by Michael Didiuk, Malik Rollins, and Joseph Daly, Schulte Roth & Zabel LLP, on Wednesday, May 1, 2024 Editor's Note: Michael Didiuk is a Partner, Malik Rollins is Special Counsel, and Joseph Daly is an Associate at Schulte Roth & Zabel LLP. This post is based on their Schulte memorandum. The US Securities and Exchange Commission (“SEC”) and the Commodity Futures Trading Commission (“CFTC”) have overhauled Form PF and private fund managers have until March 12, 2025, to begin repor

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Del. Justices Reverse Toss Of $7.3B Inovalon Deal Challenge

Law 360 M&A

Delaware's top court on Wednesday reversed a Chancery Court dismissal of stockholder challenges to the $7.3 billion go-private sale of Inovalon Holdings Inc. to Nordic Capital, saying that the lower court wrongly concluded that minority investors were adequately informed about the deal and special committee conflicts of interest.

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How to Leverage Intent Data for Better Outcomes

Speaker: Susan Spencer, Principal of Spencer Communications

Intent signal data can go a long way toward shortening sales cycles and closing more deals. The challenge is deciding which is the best type of intent data to help your company meet its sales and marketing goals. In this webinar, Susan Spencer, fractional CMO and principal of Spencer Communications, will unpack the differences between contact-level and company-level intent signals.

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Shaping Tomorrow’s Dialogues – Bridging Gaps between Companies and Investors

Harvard Corporate Governance

Posted by Sallie Pilot, The Investor Forum, on Wednesday, May 1, 2024 Editor's Note: Sallie Pilot is a Senior Adviser at The Investor Forum. This post is based on her Investor Forum report. In the dynamic landscape of investment, where change and uncertainty are dominant features, the Investor Forum, has undertaken a comprehensive assessment of the pivotal dialogues between UK listed companies and their institutional investors.

Equity 133
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Crowell & Moring Adds 2 More Neal Gerber Attys In Chicago

Law 360 M&A

Crowell & Moring LLP announced Wednesday that it has hired two more attorneys from Chicago-based Neal Gerber & Eisenberg LLP to bolster its corporate services.

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Supremex Announces the Acquisition of Forest Envelope Group

Benzinga

MONTREAL, May 01, 2024 (GLOBE NEWSWIRE) -- Supremex Inc. ("Supremex" or the "Company") (TSX: SXP), a leading North American manufacturer and marketer of envelopes and a growing provider of paper-based packaging solutions, announced today the acquisition of the assets of Forest Envelope Group ("Forest Envelope"). Founded over 40 years ago, Forest Envelope is a regional leader in specialty envelope manufacturing located in Bolingbrook, Illinois in the Greater Chicago area.

Finance 81
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Comment on Fannie Wants to Script Conclusions of Outside Analyst – Believes It Is Above the Law by Terry

Appraisers Blog

Gov't-sponsored mortgage giant Fannie Mae coercing an appraiser to use its own sales selection eliminates the appraiser’s independence.

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Exxon Mobil Set To Close $60B Deal For Pioneer Natural Resources After Agreement With FTC

Benzinga

Exxon Mobil Corp (NYSE: XOM ) is preparing to close a $60 billion deal for Pioneer Natural Resources Co (NYSE: PXD ) in the coming days after agreeing not to add Pioneer CEO Scott Sheffield to the company’s board of directors. The Details: According to a report from the Wall. Full story available on Benzinga.

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Do shares qualify for Business Asset Disposal Relief?

Vested

BADR, short for Business Asset Disposal Relief (try saying that three times fast!) is a type of tax benefit. It’s designed to mitigate Capital Gains Tax (CGT) liabilities when disposing of qualifying assets.

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Statement of Cash Flows vs. Cash Flow Statement

Speaker: Wayne Spivak - President and Chief Financial Officer of SBA * Consulting LTD, Industry Writer, and Public Speaker

The old adages that "cash is king" and "you can’t spend profits" still hold true today. But however well-known these sayings might be, it requires a change in mindset to properly implement a cash flow management system that predicts your business's runaway as accurately as possible. Key to this new mindset is understanding the difference between the Statement of Cash Flows, a historical look at the source and uses of cash, and the Cash Flow Statement, which uses transaction history and forward-l

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How to Grow a SaaS Business, Fast

Lighter Capital

Even in an uncertain economy, opportunity exists for SaaS startups to keep growing and evolving their businesses — founders just have to be smart about managing cash flow and runway as they make the right investments that support both near and long-term success. For many young SaaS businesses, strategic investments in marketing, sales, and customer support can drive scaled growth in annual recurring revenue (ARR) that propels the business to its next big milestone.

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Colorado Asks Judge To Review New Kroger Spinoffs At Trial

Law 360 M&A

Kroger can't throw a new divestiture plan on the table two months before discovery closes and then ask the court to consider it when deciding whether to hand down a preliminary injunction blocking its $25 billion union with Albertsons from moving forward, the state of Colorado says.

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Exploring the Relationship Between DiSC Styles and Effective Leadership

Rhythm Systems

Have you ever wondered: How do different personality types influence effective leadership? Why do particular leadership styles click with some team members but not others? How do we provide optimal leadership development to a variety of personalities? The DiSC model provides valuable insights into the relationship between effective leadership and different personality styles.

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Future Is 'Bleak' If Judge Rejects Novant Merger, Court Hears

Law 360 M&A

Novant Health on Wednesday sought to portray itself as the "last best hope" to save two struggling hospitals in North Carolina at the start of a multiday hearing in which the Federal Trade Commission is asking the court to squelch Novant's proposed $320 million merger.

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Mastering Intent Data: Understanding its Importance & Best Practices

Speaker: Joe Apfelbaum, CEO of Ajax Union

In this webinar, Joe Apfelbaum, CEO of Ajax Union and business strategist, will take you through the ABCs of intent data. You'll learn how to effectively use it to drive business results, with practical tips on how to leverage both company and contact intent data to maximize your marketing efforts. Whether you're a seasoned marketer or just getting started, this webinar is a must-attend for anyone looking to stay ahead in the ever-evolving world of digital marketing.

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Equipment Appraisal for Insurance

Peak Business Valuation

Half the battle in business is quickly recognizing and effectively responding to problems. Unfortunately, with some problems, it is already too late to solve them. This is the case with unexpected events like natural disasters, thefts, and accidents. These events can wreak havoc on the operations and finances of a business. To prepare for them, consider how insurance can mitigate certain financial risks.

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Sheppard Mullin Hires Paul Weiss Healthcare Antitrust Pro

Law 360 M&A

Sheppard Mullin Richter & Hampton LLP said Wednesday that it has hired a counsel from Paul Weiss Rifkind Wharton & Garrison LLP who is joining as partner in the firm's antitrust and competition practice group in New York.

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Your Family Business Is On the Clock – Are You Ready?

Auto Dealer Valuation Insights

The 2024 NFL Draft occurred this past weekend, and while you, as a family business director, might not be sitting 8th on the clock in next year’s NFL Draft, there are certainly draft day themes that can be applied within your family business.

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Autonomy CEO's Atty Says Judge 'One-Sided' Against Client

Law 360 M&A

A Steptoe LLP partner representing former Autonomy CEO Michael Lynch in his criminal fraud jury trial accused the judge overseeing the case of making comments to the jury that are "one-sided" in a way that prejudices the defense.

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IRS Publishes Proposed Regulations on Stock Buyback Excise Tax

Cooley M&A

On April 12, 2024, the US Department of the Treasury and the IRS published proposed regulations ( 89 FR 25980 and 89 FR 25829 , the “Proposed Regulations”) on the application of Section 4501, 1 which imposes a 1% excise tax 2 on certain repurchases of stock of publicly traded US corporations (the “Excise Tax”). The Proposed Regulations generally follow the same approach as the interim guidance under Notice 2023-2 (the “Notice”), which was summarized in this January 2023 Cooley M&A publicatio

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Paramount Faces Chancery Suit Over Skydance Merger Moves

Law 360 M&A

The general treasurer of Rhode Island has sued Paramount Global in Delaware's Chancery Court for access to records regarding efforts to merge the mass media giant with Skydance Media, accusing Paramount's billionaire controller, Shari Redstone, of usurping company opportunities and tilting the terms and processes toward her own benefit.

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Appraiser Newsroom - Untitled Article

Appraiser Newsroom

Spotlighting key critical development opportunities offered by ASA’s upcoming 2024 Business Valuation – Professional Development Growth Conference. By William Johnston, ASA, BV-IA, CEO – Empire Valuation Consultants In the business valuation, technical prowess is undeniably critical. However, the significance of soft skills cannot be overstated, particularly for entry to mid-level professionals seeking to carve out their niche in this profession.

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Eiger Gets Deal With Merck Over $46M Rare-Disease Drug Sale

Law 360 M&A

Bankrupt Eiger BioPharmaceuticals Inc. told a Texas federal judge Wednesday it had struck a tentative agreement with drug company Merck & Co. over licensing rights to a rare-disease drug that it is selling for $46.1 million.

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Appraiser Newsroom - Untitled Article

Appraiser Newsroom

Spotlighting four best practices to be covered in ASA’s upcoming BV541 Legal Entity Valuation Best Practices webinar. By Judd Schneider, CFA and Michael Rigby, CFA In the complex world of multinational corporations, the preparation of legal entity valuations is a critical aspect of strategic decision-making and compliance. Whether it’s for tax planning, regulatory compliance, mergers and acquisitions, or financial reporting purposes, understanding the nuances of legal entity valuations is

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Skadden Atty To Join Simpson Thacher's New Boston Office

Law 360 M&A

Simpson Thacher & Bartlett LLP announced Wednesday it will open an office in Boston later this year with the help of a new registered funds partner who recently left Skadden's investment management group.

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Savage Acquires Texon - Strengthens its Position in the Midstream Energy Space

Benzinga

SALT LAKE CITY, May 01, 2024 (GLOBE NEWSWIRE) -- Savage , a global provider of supply chain infrastructure and solutions, has acquired Texon , a Houston, Texas-based midstream service provider of butane blending and energy marketing. The addition of Texon and its team, which will continue to operate under its legacy brand, significantly bolsters Savage's existing energy business.

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Willkie Lands Akin Gump M&A Pro In Houston

Law 360 M&A

Willkie Farr & Gallagher LLP is expanding its Texas team, announcing Wednesday it is bringing in a mergers and acquisitions pro and energy expert from Akin Gump Strauss Hauer & Feld LLP as a partner for its Houston office.

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ESP Logistics Technology has acquired Container 42 from the Port of Rotterdam

Benzinga

LOS ANGELES, May 01, 2024 (GLOBE NEWSWIRE) -- ESP Logistics Technology ("ESP"), a company dedicated to solving global supply chain problems by using analytics to detect, analyze, and suggest actions to resolve issues in real-time announced that it has acquired Container 42 ("C42") from the Port of Rotterdam Authority ("PoR") extending its industry-leading technology platform into the smart container world.

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Online Portal Helps Fortify Feds' Unfair Health Practices Fight

Law 360 M&A

The Federal Trade Commission, U.S. Justice Department and the U.S. Department of Health and Human Services recently launched an online portal where the public can report potentially unfair healthcare practices, effectively maximizing enforcers' abilities to police anti-competitive actions that can drive up healthcare costs and chill innovation, say attorneys at Seyfarth.

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DE Chancery: “Commercially Reasonable” Doesn’t Require Actions Beyond Buyer’s Self-Interest

John Jenkins

Himawan v. Cephalon, Inc. (Del. Ch.; 4/24) presents a familiar fact pattern in life-sciences M&A. The target biotech company was developing one main asset for two possible indications. In its acquisition by Cephalon, its stockholders were entitled to “milestone” payments tied to regulatory approval of the asset for those indications.

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PG&E, KKR In Exclusive Talks For Partial Sale Of Power Biz

Law 360 M&A

Pacific Gas & Electric Corp. is in exclusive talks with private equity giant KKR to sell a minority interest in its subsidiary, Pacific Generation LLC, to KKR's infrastructure strategy in a deal that would reduce customer rates by more than $100 million over the next two decades.

Equity 52
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Johnson & Johnson talc settlement shows limits of bankruptcy tactics

Financial Times M&A

Real progress comes when both sides accept the other has something valuable to exchange

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Simpson-Led Mosaic Selling $1.5B Stake In Saudi Mining JV

Law 360 M&A

Tampa-based fertilizer producer The Mosaic Co. said it has agreed to sell its 25% stake in a phosphate production joint venture to Saudi Arabian mining firm Ma'aden for more than 111 million shares of Ma'aden worth about 1.5 billion.

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The EU Listing Act Shows How EU and U.S. Law Are Converging on the Duty to Disclose Inside Information

Reynolds Holding

Last February, the European Council and the European Parliament reached a final compromise on an EU Listing Act. [1] The act aims to make listings in the EU – and raising capital through the stock market – more attractive by simplifying and harmonizing the listing rules. It will, among other things, amend the duty of EU listed companies to publicly disclose inside information – offering a striking example of transatlantic convergence in capital markets law.

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UK Safety Biz Halma Acquires Testing Tech Firm For £44M

Law 360 M&A

Halma PLC said on Wednesday that it has snapped up MK Test Systems Ltd., an electrical testing technology company, for £44 million ($55 million), as it continues to splurge cash on mergers and acquisitions.