Mon.Feb 05, 2024

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Exxon proxy suit highlights divide between ESG investing and activism

Harvard Corporate Governance

Posted by Amy D. Roy and Robert A. Skinner, Ropes & Gray LLP, on Monday, February 5, 2024 Editor's Note: Amy D. Roy and Robert A. Skinner are Partners at the Ropes & Gray securities litigation group in Boston. This post is based on their Ropes & Gray memorandum. Related research from the Program on Corporate Governance includes The Illusory Promise of Stakeholder Governance (discussed on the Forum here ) by Lucian A.

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Beyond the hype: New opportunities for gen AI in energy and materials

Mckinsey and Company

Generative AI can create additional value from other forms of AI and analytics—and the energy and materials sector is uniquely well-positioned to benefit from these advancements.

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Caremark Claim Based on Business Risks Dismissed

Harvard Corporate Governance

Posted by Richard Horvath, Stephen Leitzell, and Taylor Jaszewski, Dechert LLP, on Monday, February 5, 2024 Editor's Note: Richard Horvath and Stephen Leitzell are Partners, and Taylor Jaszewski is an Associate at Dechert LLP. This post is based on a Dechert memorandum by Mr. Horvath, Mr. Leitzell, Mr. Jaszewski, and Christopher Merken ; and is part of the Delaware law series ; links to other posts in the series are available here.

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If you are the Gardener of Governance, take out the weeds….

Norman Marks

A few years ago, my friend Dr. Rainer Lenz started talking about the internal auditor as the “gardener of governance”. In an article in EDPACS, Rainer explained (with my emphasis): Governance has been central to what internal auditing has been aspiring to do for a long time.

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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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Why did shareholder liability disappear?

Harvard Corporate Governance

Posted by John D. Turner, Queen's University Belfast, on Monday, February 5, 2024 Editor's Note: John D. Turner is Professor of Finance and Financial History at Queen’s University Belfast and a Director of the Centre for Economics, Policy and History. This post is based on a recent paper forthcoming in the Journal of Financial Economics by David Bogle , Christopher Coyle , Gareth Campbell , and Professor Turner.

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Okta Investors Win Cert. In Cyberattack Coverup Suit

Law 360 M&A

Investors in identity and access management software company Okta Inc. have received certification for a class in a suit alleging the company misled them about a 2022 cyberattack.

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More Trending

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Yandex Reaches $5 Billion Deal to Exit Russia

NYT M&A

Yandex, often called “Russia’s Google,” said it reached a deal to sell off its assets in the market where it made its fortune, after the war in Ukraine upended its operations.

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New Grant Program for Maryland Manufacturers Now Open for Applications

Gross Mendelsohn

Applications are now open for Maryland manufacturers to apply for the Commercial, Industrial & Agricultural Fiscal Year 2024 Grant Program. This program supports businesses that make certain energy efficiency improvements in manufacturing facilities. In this short video, we explain the grant, who qualifies and the application process.

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Comment on AMCs Violating TILA and C&R Fee Clauses by Honest Appraiser

Appraisers Blog

10 years ago we tried to get our state board to require that ALL AMC orders were required to be delivered with the Appraiser Invoice as page 1 of the report. We tried… The lack of disclosure that AMC’s even exist in the transaction to the consumer should be enough for a Class Action.

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Catching Up With Delaware's Chancery Court

Law 360 M&A

Last week, Delaware's chancellor gave us 55 billion reasons to keep an eye on the First State in a case involving Tesla CEO Elon Musk's pay package, while the court of equity also took on cryptocurrency, artificial intelligence, space flight and country music.

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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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Private equity buys majority stake in US accounting firm Baker Tilly

Financial Times M&A

Hellman & Friedman-led deal is largest in a sector reconsidering its partnership model

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Alloy Manufacturer Haynes Gets Hitched: Scores 9% Premium In $970M Takeover Deal

Benzinga

Haynes International Inc (NASDAQ: HAYN ) penned a deal to be acquired by North American Stainless, a wholly owned subsidiary of Acerinox SA (OTC: ACRXF ), for an enterprise value of about $970 million. The all-cash transaction price represents a multiple of 12.3x fiscal 2023 EBITDA. As per the terms, North American Stainless will acquire all Haynes’ outstanding shares for $61.00 per share in cash, reflecting a premium.

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Valutico Unveils Exciting Rebranding: A New Chapter of Innovation and Growth

Valutico

Exciting news! Valutico has officially revealed its refreshed identity, inviting you to explore the revamped website and stay tuned to its social media for a new range of valuation resources. The sleek new blue theme enhances usability, marking a significant step towards modernizing the platform. Stay tuned for more details on this exciting and useful transformation in the upcoming weeks.

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North American Stainless Buys Haynes International For $970M

Benzinga

North American Stainless agreed to buy Haynes International (NASDAQ: HAYN ), a manufacturer and marketer of high-performance alloys, in an all-cash deal valued at about $970 million. The purchase price represents a 12.3x fiscal 2023 EBITDA multiple. North American Stainless will acquire all of Haynes’ outstanding shares for $61.00 per share in cash, reflecting a 22% premium to Haynes’ six-month volume-weighted average share price.

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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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Comment on Class Valuation Requests for Proposals by Todd Redington

Appraisers Blog

In reply to Spencer Paul. Baggins & SP, Have you seen the DOL/DOC release today regarding HB1110 ???? [link] FAQs 4&5 are the relevant ones and contrary to what you might think, I am more than a little surprised by them.

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Why Everbridge Stock Is Moving Higher Monday

Benzinga

Everbridge Inc (NASDAQ: EVBG ) shares are trading higher Monday after the company entered into a definitive agreement to be acquired by Thoma Bravo. What Happened: Critical event management company Everbridge is set to be acquired by software investment firm Thoma Bravo in an all-cash transaction valuing Everbridge at approximately $1.5 billion. Everbridge shareholders will receive $28.60 per share in cash.

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Polish auditor claims oil group sold assets for less than they were worth

Financial Times M&A

Report says Orlen engaged in cut-price disposals to complete merger with rival

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Elanco Animal Health To Offload Aqua Business For $1.3B, Plans To Lower Debt Burden

Benzinga

Merck Animal Health , a division of Merck & Co Inc (NYSE: MRK ), has agreed to acquire Elanco Animal Health Incorporated’s aqua business (NYSE: ELAN ) for $1.3 billion in cash. The business consists of a portfolio of medicines and vaccines, nutrition, and supplements for aquatic species; two related aqua manufacturing facilities in Canada and Vietnam; and a research facility in Chile.

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Comment on How Many Fees Are Needed for One Appraisal Order? by Older and maybe Wiser

Appraisers Blog

This article is BS. Another fee to charge the appraiser? Like others wrote, it stated out just fine. Then it became a sales pitch for yet ANOTHER PLATFORM. Two things stand out that REALLY made me mad. 1). It states several times NO COST TO THE LENDER. I’m an appraiser… not a lender… smh. Another cost to the appraiser? Of course! 2).

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Renault's Shares Shoot Up On Merger Rumor But Stellantis Pops The Bubble: 'There Are No Plans'

Benzinga

In a recent statement, Stellantis (NYSE: STLA ) Chairman John Elkann dismissed rumors of a potential merger with French automaker Renault (OTC: RNSDF ). What Happened : Elkann, on Monday, refuted the ongoing speculation about a merger between Stellantis and Renault, reported Reuters. “There are no plans being studied regarding mergers of Stellantis with other manufacturers,” Elkann said in a statement,” Elkann said, adding that the focus is on executing its long-term business p

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Comment on How Many Fees Are Needed for One Appraisal Order? by Kimberly DeFilippis

Appraisers Blog

The article starts off by empathizing with appraisers over how they are being driven out of a cherished profession by greedy AMCs and lenders, and finishes brilliantly with the author stating they have started a company with a “NEW” platform for lenders to use and justifying their wide experience by having been the owner of an AMC. What kind of b t is this?

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Novo Holdings agrees to buy Catalent in $16.5bn deal

Financial Times M&A

Buyer is the controlling shareholder in Wegovy maker Novo Nordisk

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Comment on How Many Fees Are Needed for One Appraisal Order? by Bill Johnson

Appraisers Blog

Its my understanding that this company charges a flat $99 fee for full appraisals and a flat fee of $50 for 2nd inspections (1004D’s). Historically, lenders don’t breakdown nor do they care about how the appraisal money gets split (one line item), meaning its my opinion that the appraisal fee to the appraiser will be reduced by $99 and or $50.

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Sony Gets No Relief From Emergency Arbitrator In Nixed Deal

Law 360 M&A

The Singapore International Arbitration Center has denied Sony's bid for emergency relief to prevent Zee Entertainment Enterprises Ltd. from initiating legal action to contest a decision by the Japanese company's Indian unit to terminate their $10 billion merger, Zee said.

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Comment on How Many Fees Are Needed for One Appraisal Order? by Cam R

Appraisers Blog

So a “new” Mercury or Appraisalport? No thanks. I’m starting a revolutionary company that will impact the entire appraisal profession. We’ll be completely different than what you’ve ever seen before. The industry is just so backwards. It’s called “Company to Manage Appraisals,” or CMA for short.

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Ex-Goldman Banker Settles SEC's Civil Insider Trading Suit

Law 360 M&A

The U.S. Securities and Exchange Commission has reached a settlement resolving its civil claims against a former Goldman Sachs banker convicted of insider trading, according to a motion for consent judgment filed in New York federal court Monday.

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Comment on How Many Fees Are Needed for One Appraisal Order? by Superior Appraiser

Appraisers Blog

In reply to Retired Appraiser. Thank God I made my millions and invested well. Sucker pay today for appraisal work from AMC’s. Think outside the box. Divorces are up and valuations are needed. Just saying.

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SoftwareOne Investors Want Board Gone After Buyout Refusal

Law 360 M&A

A shareholder group that owns 29% of software and cloud solutions provider SoftwareOne has demanded an extraordinary general assembly to call for the wholesale removal of the company's board after it rejected a multibillion-dollar bid from Bain Capital.

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Lee Attending the 2024 ESOP Association’s Professionals’ Forum

Auto Dealer Valuation Insights

Mercer Capital’s Timothy R. Lee, ASA is attending the 2024 ESOP Association’s Professionals’ Forum in New Orleans, Louisiana, on February 7-9, 2024. The Forum is a unique event designed exclusively for high-level professionals who provide technical, financial, and legal assistance to ESOP companies. Tim is the Managing Director of Corporate Valuation Services and a board member at Mercer Capital.

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Insurer, Pharmacy Settle Horse Death Coverage Dispute

Law 360 M&A

A coverage dispute between an insurer and a veterinary pharmacy over defense and indemnity for an underlying action involving the deaths of two horses was settled between the two parties Monday in Texas federal court.

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Frank Attending the Florida Tax Institute

Auto Dealer Valuation Insights

Atticus L. Frank, CFA, ABV, is attending the Florida Tax Institute in Tampa, Florida on February 14-16, 2024. The 3-day Institute features programming devoted to individual income tax, entity tax, and estate planning. Attorneys, trust officers, accountants, insurance and financial planners, and planned-giving professionals from across Florida and the United States will be attending.

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Fox Rothschild Adds Real Estate Vet In Miami Office

Law 360 M&A

Philadelphia-based firm Fox Rothschild LLP has welcomed a commercial real estate attorney with more than 20 years of experience to its Miami office, the firm announced Monday.

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Huxley Maury Joins Mercer Capital

Auto Dealer Valuation Insights

Mercer Capital, a national business valuation and financial advisory firm, is pleased to announce that Huxley Maury has joined the firm as the Vice President of Human Resources. While she’ll be based in the Memphis office, she will also oversee human resources at our other offices in Houston, Dallas, and Nashville.

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Audacy Abandons BMI Merger Suit With $25.4M Stock Deal

Law 360 M&A

Audacy Inc. has agreed to drop a potential shareholder lawsuit over performing rights company Broadcast Music Inc.'s sale to an investor group in exchange for at least $25.4 million in stock under a settlement approved by a Texas bankruptcy judge on Monday.

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