Thu.Jan 11, 2024

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A European Corporate Governance Model: Integrating Corporate Purpose Into Practice for a Better Society

Harvard Corporate Governance

Posted by Daniel Hurstel, Willkie Farr & Gallagher LLP, on Thursday, January 11, 2024 Editor's Note: Daniel Hurstel is Senior Counsel in the Corporate & Financial Services Department at Willkie Farr & Gallagher LLP. This post is based on a recent paper by Mr. Hurstel and other European scholars and practitioners, who are listed at the beginning of the post.

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The School Bell Rings: Time for Class!

Musings on Markets

Continuing an annual ritual of long standing, ahead of starting my spring teaching at NYU starting in a couple of weeks, I would like to invite you, if you are interested, to come along for the ride. I know! I know! Most of you are not enrolled at NYU, paying nosebleed prices, and that is prerequisite to be in the classroom, but thanks to technology and a loose reading of the rules that constrain me, you can get a close approximation of the classroom experience, wherever you are in the world, wi

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Impact of Non-GAAP Earnings and Adjustments on Incentive Plan Payouts

Harvard Corporate Governance

Posted by Mike Kesner and Steve Pakela, Pay Governance, on Thursday, January 11, 2024 Editor's Note: Mike Kesner is a Partner and Steve Pakela is a Managing Partner at Pay Governance. This post is based on their Pay Governance memorandum. Related research from the Program on Corporate Governance includes Executive Compensation as an Agency Problem , Pay without Performance: The Unfulfilled Promise of Executive Compensation , and Paying for long-term performance (discussed on the Forum here ) al

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How finance skills are evolving in the era of artificial intelligence

Mckinsey and Company

In a world of advanced automation and AI, people skills are becoming a differentiator for finance professionals.

Finance 131
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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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The Impact of Tax Reform on Merger and Acquisition (M&A) Transactions

Redpath

Buyers and sellers have always taken taxes and tax law into account when evaluating a potential transaction. Sellers want to make sure that the proceeds they receive, net of their tax liability, are appropriate for what they think the company is worth. Similarly, buyers want to make sure the economic return they make, after paying taxes, will justify their purchase price.

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The changing landscape for banks

Mckinsey and Company

There have been challenges, sure, but the past 18 months have actually been relatively positive for global banks. What can they do to build on this momentum?

Banking 109

More Trending

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Gerald Edelman advises on private equity healthcare transaction

Accountancy Today

Gerald Edelman’s Corporate Finance team has advised the shareholders of Medical Imaging Systems Limited (MIS) on its investment from H2 Equity Partners (H2). MIS, headquartered in London, is a medical equipment distributor and service provider focused on the diagnostic imaging market across the UK and the Republic of Ireland. MIS works with leading global equipment manufacturers in the supply of Ultrasound, Digital Radiography, MRI and CT equipment alongside related medical devices and consumabl

Equity 73
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Patrick Industries To Buy Sportech From PE Shop For $315M

Law 360 M&A

Patrick Industries Inc., a component solutions provider for the outdoor enthusiast and housing markets, announced on Thursday that it has agreed to buy Kirkland & Ellis LLP-advised Sportech LLC from private equity shop Monomoy Capital, also advised by Kirkland, for roughly $315 million.

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Titan Machinery Announces Acquisition of Scott Supply, Co.

Benzinga

WEST FARGO, N.D., Jan. 11, 2024 (GLOBE NEWSWIRE) -- Titan Machinery Inc. (NASDAQ: TITN ), a leading network of full-service agricultural and construction equipment stores, today announced that it has acquired the assets of Scott Supply, Co. ("Scott Supply"), which consists of one full-line combined Case IH and New Holland Agriculture dealership located in Mitchell, SD.

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Chesapeake and Southwestern merge in $7.4bn deal

Financial Times M&A

First big gas tie-up since recent wave of consolidation will create biggest gas producer in US

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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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DocuSign Stock Jumped Nearly 10% Thursday: What Happened?

Benzinga

DocuSign Inc (NASDAQ: DOCU ) shares surged in afternoon trading Thursday following a report suggesting multiple private equity firms are competing to acquire the company. What To Know: According to a Reuters report citing people familiar with the matter, Bain Capital and Hellman & Friedman are currently competing to acquire DocuSign, which has a current market cap of about $12 billion.

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Comment on Biden’s Remark on Home Values Sparks Backlash by Andrew P

Appraisers Blog

This is a long but interesting read about AVM’s. Brookings a Liberal Think Tank is the Author. In it you will find out that Certain Entities think AVM’s are Biased! Also you will find out that when you opine MV as the contract Price you are biased. The more you read it gets somewhat Laughable. It is clear our Critics are agenda Driven.

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What's Going On With iRobot Stock?

Benzinga

iRobot Corporation (NASDAQ: IRBT ) shares are trading higher Thursday. The stock fell around 20% on Wednesday following a report suggesting Amazon.com, Inc. (NASDAQ: AMZN ) has skipped a settlement offer with the European Commission for its deal with the company. What To Know: According to a report from the Wall Street Journal, Amazon missed a Wednesday deadline to submit remedies to the EC over its proposed.

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Comment on Foreclosures in Black Communities Due to Overvaluation by Baggins

Appraisers Blog

In reply to Truett Neathery, Retired. That’s a new term. What is that? [link] Wow. So it turns out that the race of the appraiser is actually a non issue? Thought so. Thanks.

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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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Thomson Reuters Proposes $627M Bid To Buy E-Invoicing Company Pagero, Outbidding Vertex's Offer

Benzinga

Thomson Reuters Corp (NYSE: TRI ) disclosed a public tender offer to fully acquire Pagero Group AB for SEK 40 in cash per share, with a total valuation of about SEK 6.4 billion (about $627 million). Pagero is an e-invoicing and indirect tax solutions provider that links customers, suppliers, and institutions. The offer represents a premium of 11.1% vs. closing price of SEK 36 for its shares on Nasdaq First North on January 10, 2024, and 15.6% vs. the volume-weighted average price of Pagero’

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Comment on Biden’s Remark on Home Values Sparks Backlash by Eric Kretz

Appraisers Blog

In reply to Fred Rossiter. It’s pretty simple. Kinda like flipping through the TV or radio. If you don’t like it, don’t read it… just move on. I for one appreciate a well thought-out and relevant take that’s well supported, just like an appraisal. As long as nobody violates the TOU, you should be able to say what you like.

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The Impact of Tax Reform on Merger and Acquisition (M&A) Transactions

Redpath

Buyers and sellers have always taken taxes and tax law into account when evaluating a potential transaction. Sellers want to make sure that the proceeds they receive, net of their tax liability, are appropriate for what they think the company is worth. Similarly, buyers want to make sure the economic return they make, after paying taxes, will justify their purchase price.

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Comment on Majority of Reviewers Had Very Limited Field Experience by Baggins

Appraisers Blog

In reply to Pat Turner. Wow, thanks. What are you doing on these old threads? Other posters not as happy with me lately though, I’m going to slow down on the long form posting. Check out this shocking set of data. [link] This old comment you responded to, now takes on new meaning… Especially since FHFA just made the complete CU appraisal repository available to hud and the department of justice.

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Maximizing Acquisition Insights: Unraveling Purchase Price Allocation

Equilest

Delve deeper into the world of mergers and acquisitions by exploring our detailed guide on Purchase Price Allocation. Uncover valuable insights, learn the nuances of asset valuation, and gain a profound understanding of the strategic elements that define successful corporate integration. Read more to navigate the complexities of PPA and emerge equipped to make informed financial decisions in the realm of business acquisitions.

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Comment on Foreclosures in Black Communities Due to Overvaluation by Baggins

Appraisers Blog

Yes, was looking at this yesterday. Searching is a little tough, just have to use the quotation marks. Keyword; “Metro Dream Homes” / Many articles to read. [link] ‘Third party companies’. What could ever go wrong?

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DOJ Says FTC's IQVIA Win Backs JetBlue-Spirit Challenge

Law 360 M&A

The Department of Justice is telling the Massachusetts federal judge overseeing its case against the JetBlue and Spirit Airlines merger that he should take guidance from the Southern District of New York's recent ruling in the IQVIA merger case, which held that even in fast-changing markets the current state of competition has relevance.

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Comment on The Elephant In the Room: Fannie’s Modernization Program by Baggins

Appraisers Blog

In reply to Lamarr Banks. Stroke of dumb luck actually. Remember how I was always dreaming of professional lawn mowing? Scooped up a rare client ahead of amc’s. Estate investment related. Probably going to run out soon and it will be the end of the line for me, any day now. The sales agents are still having a good run so I will quite soon have to make a choice; Go with sales with focus on estates or find a new industry and career entirely.

Banking 54
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Sperry Brand Sold In Deal That Produces $130M In Proceeds

Law 360 M&A

Entertainment and marketing platform Authentic Brands Group has bought the popular boat-shoe brand Sperry from footwear manufacturing company Wolverine World Wide Inc., advised by Honigman LLP and Warner Norcross & Judd LLP, in a deal that generated $130 million in proceeds for Wolverine.

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Comment on Appraisers Destroying Goliath’s Messaging by Baggins

Appraisers Blog

In reply to Douglas Kues. Yeah. The situation is just alarming and confusing. The illusion of fair markets all the while investor classes have a totally different approach, a more sensible real world approach, to measuring risk factors. What is the DOJ going to do with all those appraisal records? How is it that now HUD has access to every appraisal for fannie since the CU data base started recording appraisals?

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Hemisphere Take-Private Defense Called 'Preposterous' In Del.

Law 360 M&A

An attorney for former stockholders of Hemisphere Media Group Inc. attacked on Thursday a call by Searchlight Capital Partners LP and others for the Delaware Chancery Court to give business judgment deference to a take-private, $7-per-share deal for Hemisphere, saying the claim borders on "preposterous" based on Searchlight's conflicted control of the target.

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Comment on The Elephant In the Room: Fannie’s Modernization Program by Charles Minzenberger, SRA

Appraisers Blog

In reply to Baggins. there’s a big push to limit and outright forbid large corperations from buying up residential property in many towns across the country. Changes in the lending regulations is also in the works, it used to be investor rates were significantly higher, loans were renewed every 5-10 years … if it were just a little harder for companies to gobble up SF homes the markets might stand a chance for a correction.

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Instant Brands Cleared For New Ch. 11 Exec Bonus Metrics

Law 360 M&A

Bankrupt appliance and houseware maker Instant Brands Acquisition Holdings Inc. received permission from a Texas bankruptcy judge to alter the metrics used to award incentive bonuses to four executives as the company pursues a Chapter 11 reorganization.

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Comment on The Elephant In the Room: Fannie’s Modernization Program by Charles Minzenberger

Appraisers Blog

In reply to Baggins. EGGS came for Joe Mags, Joseph Magdziarz, MAI, SRA, AI-GRS, AI-RRS … I was lucky enough to take my first three classes from this guy, fantastic teacher and very funny. I’ve taken several higher level courses from him through the years, he’s likely retitired by now.

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Hawaiian Airlines Investor Challenges $1.9B Alaska Merger

Law 360 M&A

A Hawaiian Holdings Inc. shareholder has attempted to halt the company's "flawed" $1.9 billion proposed merger with Alaska Airlines by filing a securities suit in New York federal court, saying the transaction will only benefit company insiders and damage public shareholders.

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Novartis Retreats From Cytokinetics Deal, Dashing Hopes For Multi-Billion Dollar Acquisition

Benzinga

Novartis AG (NYSE: NVS ) has decided to step back from pursuing the Cytokinetics Inc (NASDAQ: CYTK ) acquisition, dealing a blow to the potential deal with the promising heart-drug developer. The biotech company, currently running a sale process, leaves room for speculation on whether Novartis or another suitor might re-emerge or if the company will explore alternative options such as a capital raise.

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Sunoco To Sell Over 200 Stores To 7-Eleven In $1B Deal

Law 360 M&A

Gas station company Sunoco LP announced Thursday that it is selling over 200 of its convenience stores to Akin Gump Strauss Hauer & Feld LLP-advised 7-Eleven Inc. for roughly $1 billion, while also unveiling plans to buy liquid fuel terminals in Amsterdam and Ireland from Zenith Energy.

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Why Southwestern Energy Shares Are Down Today

Benzinga

Southwestern Energy Co (NYSE: SWN ) shares are trading lower after it announced a merger deal with Chesapeake Energy Corp (NASDAQ: CHK ). Southwestern shareholders will receive 0.0867 shares of Chesapeake common stock for each share at closing. The all-stock transaction is valued at $7.4 billion, or $6.69 per share, based on Chesapeake's closing price on January 10, 2024.

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Dollar Bank Hit With Pa. Suit Over Merged Bank's Data Breach

Law 360 M&A

Pittsburgh-based Dollar Bank FSB is facing a proposed class action in Pennsylvania state court that claims the bank failed to protect private information it inherited in a 2021 merger with Standard AVB Financial Corp., then waited months to inform customers whose data was compromised.

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Energy Company Chesapeake Energy Announces Merger With Southwestern Energy

Benzinga

Chesapeake Energy (NASDAQ: CHK ) has announced a merger with Southwestern Energy (NYSE: SWN ) that is expected to be completed in Q2 of 2024. Under the terms of the agreement, Chesapeake Energy has agreed to give Southwestern Energy $7.40 billion in stock in exchange for SWN stock. About The Companies Involved Chesapeake Energy Corp is a us-based exploration and production company.

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