Cooley M&A

JANUARY 30, 2024

As we look ahead to the 2024 proxy season (and beyond), let’s review the key 2023 trends and developments from activism playbooks, with a sharp focus on the ever-changing landscape in the technology and healthcare sectors. 4] Activists won 134 board seats globally in 2023, a 30% increase from 2022. Momentum building for 2024?

Market Capitalization 52

Market Capitalization Equity Marketability Total Shareholder Return 52

Reynolds Holding

NOVEMBER 30, 2023

On November 21, 2023, the staff of the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued eight new Compliance & Disclosure Interpretations (C&DIs), and revised two previously issued C&DIs, relating to the final pay-versus-performance (PVP) disclosure rules adopted last year. Answer: No.

Compliance 40

Compliance Total Shareholder Return Dividends Market Capitalization 40

M&A Leadership Council

AUGUST 1, 2023

Large public companies are generally expected to link their CEO pay to total shareholder return over one to three years, whereas a new start-up will tend to focus more on sales growth. Bonus pay may be hard to align following a merger between one firm with huge bonuses and another one with none. If so, what are they?

Total Shareholder Return 52

Total Shareholder Return Mergers & Acquisitions Start-ups Equity 52

Benzinga

FEBRUARY 29, 2024

Full Year 2023 Highlights 1 Revenues of $763.8 million acquisition of Infinite ID Fourth Quarter 2023 Highlights 1 Revenues of $202.6 Full Year 2023 Highlights 1 Revenues of $763.8 million acquisition of Infinite ID Fourth Quarter 2023 Highlights 1 Revenues of $202.6 million Net Income of $37.3 million, after the $217.7

EBITDA 40

EBITDA Dividends Technology Total Shareholder Return 40

Benzinga

APRIL 12, 2023

Triton common shareholders to receive consideration valued at $85 per share, including $68.50 billion and reflecting a total enterprise value of approximately $13.3 For our long-term shareholders, this transaction crystalizes a total shareholder return of approximately 700% since the 2016 merger of Triton and TAL International.

Total Shareholder Return 40

Total Shareholder Return Capital Structure Enterprise Value Dividends 40

Reynolds Holding

DECEMBER 10, 2023

Part of the board’s responsibility is to ensure capital allocation decisions are made with a rationale founded in creating good long-term total shareholder returns. The board needs to manage the conflicts between the agents, the principals and indeed between the longer and shorter-term shareholders within the principals.

Dividends 45

Dividends Total Shareholder Return Corporate Finance Finance 45

Benzinga

FEBRUARY 29, 2024

billion for the year ended December 31, 2023, the transaction is expected to deliver at least $50 million in run-rate synergies, implying immediate double-digit EPS accretion on a run-rate synergy basis. Building on pro forma combined revenue of $1.5

Total Shareholder Return 40

Total Shareholder Return Technology Equity Marketability 40

Reynolds Holding

MARCH 1, 2023

On February 22, 2023, the New York Stock Exchange and the Nasdaq Stock Market released their respective versions of a proposed rule that implements the SEC’s clawback rule mandated by Section 954 of the Dodd-Frank Act. If the Effective Date is November 28, 2023, then the deadline to comply will be January 27, 2024.

Compliance 45

Compliance Total Shareholder Return Finance Equity 45

Reynolds Holding

MARCH 5, 2023

Moreover, if PVP disclosure was required in a Form 10 (and its accompanying “information statement”), it would not be possible to complete column (f) of the PVP table with respect to the company’s total shareholder return (TSR), since the spin-off company would not have been publicly traded for any of the years covered by the PVP table.

Equity 45

Equity Dividends Total Shareholder Return Corporate Finance 45

Reynolds Holding

SEPTEMBER 6, 2022

footnote disclosure to the table for any amounts deducted and added to total compensation of the NEOs to determine the amount of compensation “actually paid” (as described below) and certain related assumptions, as well as the name of each CEO and other NEO included in table for each year and the fiscal year for which they were included.

Total Shareholder Return 45

Total Shareholder Return Equity Dividends Market Capitalization 45

Reynolds Holding

AUGUST 30, 2023

In addition, the line between hedge fund activism and private equity continues to blur, with some activist funds becoming bidders themselves for all or part of a company, and a handful of private equity funds exploring activist-style investments in, and engagement with, public companies.

Dividends 40

Dividends Equity Total Shareholder Return Marketability 40

Global Finance

APRIL 5, 2025

After a dip in 2023, M&A activity showed signs of recovery in 2024. median excess total shareholder returns per year, according to Van Oostende. And its also clear that for private equity firms, as they continue or start to increase the rotation of their assets, IPOs are for sure now on the agenda.

Banking 52

Banking Private Equity Firm Finance Debt Financing 52