Thu.Apr 25, 2024

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Issuers see former directors take on activist role

Harvard Corporate Governance

Posted by Will Arnot, Diligent Market Intelligence, on Thursday, April 25, 2024 Editor's Note: Will Arnot is Senior Editorial Specialist at Diligent Market Intelligence (DMI). This post is based on his Diligent memorandum. A gro wing number of former directors and founders have turned dissident as of late, returning to companies to push for new strategies and reforms.

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How To Find The Right Business To Buy

Benchmark Report

Why You Should Buy an Existing Business It's the unfortunate truth. More than half of all new businesses fail within the first few years of operation, and 90% of the latest companies leave within the first four to five years. Those are some scary odds. This is why acquiring an existing company can be much safer and more intelligent than building a new business.

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Unicorn Shareholder Suits

Harvard Corporate Governance

Posted by Verity Winship (University of Illinois Urbana-Champaign), on Thursday, April 25, 2024 Editor's Note: Verity Winship is a Professor of Law and Senior Associate Dean for Academic Affairs at the University of Illinois Urbana-Champaign. This post is based on her article forthcoming in the Indiana Law Journal. Huge private companies like Epic Games or SpaceX are everywhere, creating gaps between the private-market reality and legal structures that were designed for public companies.

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World's Largest Miner BHP Bids To Takeover Anglo American As Hunt For Resources Intensify

Benzinga

BHP Group Ltd (NYSE: BHP ), the world’s largest mining company, has initiated a bid to acquire rival Anglo American Plc (OTC: AAUKF ) (OTC: NGLOY ), potentially triggering significant upheaval in the industry after years of dormancy. Anglo American, valued at £27 billion ($34 billion), disclosed that it had received an unsolicited merger proposal in the form of a stock exchange offer.

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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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A Proven Success: The SEC Whistleblower Regime Provides a Roadmap for DOJ’s New Program

Harvard Corporate Governance

Posted by Allison Herren Lee, Kohn, Kohn & Colapinto LLP, on Thursday, April 25, 2024 Editor's Note: Allison Herren Lee is a former SEC Commissioner and Of Counsel at Kohn, Kohn & Colapinto LLP. This post is based on her Kohn, Kohn, & Colapinto piece. The Department of Justice (DOJ) recently announced that it is embarking on a “90-day sprint” to develop a whistleblower award program.

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Comment on The One-Mile Rule: Prudent Policy or Modern Day Redlining? by Robert N. Mossuto Jr.

Appraisers Blog

Your comparables will be based on your subject. What sales would you use as a comparable for Bill Gates 6,500 square foot, home with all the technology on earth in it? Not likely to find much to compare it to in a one-mile radius. I once used a sale that was 72 miles away from the subject, which was a very large, very luxurious, timber-built home on waterfront.

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Why CAEs Must Choose Their Words Carefully to Preserve Independence

Internal Audit 360

GUEST BLOG POST I believe just about every internal audit executive would agree with me that our independence from management is critical. We need to be able to operate without undue interference from management. That means that they are not able to stop or change our audit reporting, our opinions, or our assessments. It also means that managers cannot stop us from performing an audit, and they cannot change its scope.

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Being An Equestrian Makes Me A Better Lawyer

Law 360 M&A

Beyond getting experience thinking on my feet and tackling stressful situations, the skills I've gained from horseback riding have considerable overlap with the skills used to practice law, particularly in terms of team building, continuing education, and making an effort to reset and recharge, says Kerry Irwin at Moore & Van Allen.

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Womack Speaking at KADA Legal Workshop 2024

Auto Dealer Valuation Insights

Scott A. Womack, ASA, MAFF will be speaking at the Kentucky Automobile Dealers Association Legal Workshop 2024 on May 7, 2024, in Frankfort, Kentucky. His session is titled “Succession Planning Considerations.” Scott leads Mercer Capital’s Auto Dealership Industry Team, where he provides valuation services to dealerships throughout the U.S.

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Comment on Fannie Mae to Maryland: DROP DEAD by Dave

Appraisers Blog

Might I suggest we all take the following or similar answer to the AMC community: “Thank you for contacting us. Like many appraisers, we no longer participate in bid requests. We value our work based on quality, service and turn times. We’re always available for immediate inspections with five business day turn times. When and if that becomes a priority to you or your lenders, we’d be happy to accommodate you.

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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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Chris Mercer to Speak at MACPA 2024 Forensic Valuation Regional Conference

Auto Dealer Valuation Insights

Christopher Mercer, FASA, CFA, ABAR will be speaking at the Maryland Association of Certified Public Accountants’ 2024 Forensic Valuation Regional Conference on May 3, 2024, in Linthicum Heights, Maryland. His session is titled “A Look at the Future of the Business Valuation and Financial Forensics Profession.” Chris Mercer is the Chairman of Mercer Capital.

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Wachtell Steers Perrigo In €275M Unit Sale To Pharma Biz

Law 360 M&A

Healthcare company Perrigo said Thursday that it has agreed to sell its pharmaceutical division for rare diseases to pharmaceutical company Esteve Healthcare SL for €275 million ($295 million) in a deal guided by Wachtell Lipton Rosen & Katz and Clifford Chance LLP.

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Taxes on retirement income: Help for accountants advising clients

ThomsonReuters

As an accountant, advising your clients on retirement income taxes and related strategies can help them to optimize their financial planning in their golden years. That’s why it’s important to have a thorough understanding of the tax implications, contribution limits, and distribution rules associated with various retirement accounts, including 401(k)s, IRAs (Traditional and Roth), and pension plans.

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TIME TO SELL? SALES OF PRIVATELY HELD BUSINESSES TRENDING UPWARD

IBG Business

After a disappointing 2023 in middle-market M&A, both the U.S. economy and the market for closely held companies are off to good starts in 2024. Fueled by robust economic data, expectations for lower interest rates, and a more positive lending environment, optimism for middle-market M&A is generally on the rise, according to the “ US Private Capital Report ” released by Eaton Square and highlighted below.

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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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401(k) tax FAQ: Tax considerations for contributions and withdrawals

ThomsonReuters

When it comes to navigating the tax landscape of 401(k) contributions and withdrawals, it’s important for accountants to stay informed and help clients make tax-efficient decisions during their retirement years. Let’s take a look at some commonly asked questions and answers on 401(k) tax considerations for contributions and withdrawals. Jump to: Is a 401(k) pre-tax?

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Grown Rogue Boosts Ownership Of Michigan Cannabis Operations

Benzinga

Grown Rogue International Inc. (CSE: GRIN ) (OTC: GRUSF ) has increased ownership in its Michigan operations from 52.2% to 80% via two transactions valued at $2.8 million. The purchase price included $200,000 paid in cash and $2.6 million paid by way of four-year sellers’ notes, the company said on Thursday. Grown Rogue boosted its ownership in Golden Harvests, LLC , the entity that controls its Michigan operations, operating out of an 80,000 sq ft facility containing roughly 15,000 sq ft

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IRS Form 5329: What it is and how to complete it

ThomsonReuters

When filing tax returns, it’s important to report all income sources accurately. For accountants, you must also remind your clients that early distributions from qualified retirement plans or other tax-favored accounts may incur penalties and trigger the need to file Form 5329 – Additional Taxes on Qualified Plans (Including IRAs) and Other Tax-Favored Accounts.

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Hipgnosis Ditches Blackstone Bid For Concord's $1.5B Offer

Law 360 M&A

Hipgnosis Songs has accepted a revised offer from its U.S. competitor Concord Chorus to buy the music rights investor for $1.5 billion, ditching Blackstone's $1.2 billion offer just days after accepting the private equity giant's deal.

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The accountant’s guide to state taxes on retirement income

ThomsonReuters

Navigating state taxes on retirement income is a critical aspect of financial planning for retirees. While federal tax rules apply uniformly across the country, state tax rules can vary widely. As an accountant, understanding state tax considerations for various sources of retirement income — including pensions, Social Security benefits, 401(k) and IRA distributions, Thrift Savings Plans (TSPs), and military retirement income — is crucial in helping your clients minimize their tax liability and

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Tryp Therapeutics Set To Finalize Merger With Exopharm, Announces Trading Halt Ahead Of ASX Listing

Benzinga

Tryp Therapeutics Inc. (OTCQB: TRYPF ), a Canadian biotech leader in psychedelics , has officially received approval from Exopharm Limited shareholders for their strategic merger, paving the way for a new entity, Tryptamine Therapeutics Limited. Key Merger Dates And Trading Halt This approval follows a decisive plan of arrangement initially inked in December last year.

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Make this your last bad tax season

ThomsonReuters

Jump to: Unravel tax law complexity with AI-powered tax research Alleviate workload pressures with AI-powered workflows Prioritize well-being and renewal Strengthen client relationships by shifting to an advisory model Has a stressful tax season left you reeling? If so, you’re not alone. From rising client expectations to ever-changing tax laws to overwhelming workloads, the stress from tax season often lingers well past filing deadlines.

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TPRM 101: What is a Critical Vendor?

N Contracts

Financial institutions often ask f or a list of universal critical vendors. They assume there must be a master list of industry-designated third parties that are always critical – and these financial institutions are inevitably disappoin ted.

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Initiative Equity Partners acquired 16% equity in ArtIn Energy ramping up expansion in North America

Benzinga

NEW YORK, April 25, 2024 (GLOBE NEWSWIRE) -- Initiative Equity Partners, a value and impact driven investment company based in New York, is pleased to announce the acquisition of 16% equity in ArtIn Energy, a technology leader of renewable energy in the fields of photovoltaics, energy storage, electrical mobility, and green hydrogen. This strategic effort registers a meaningful milestone in the company's commitment to fostering sustainable development and progressing the global transition to

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Mining Giant BHP Makes $39 Billion Bid for Rival Anglo American

NYT M&A

The deal would create one of the largest copper miners at a time when demand is soaring for the metal used for many green technologies.

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Comment on AMCs Violating TILA and C&R Fee Clauses by Spencer Paul

Appraisers Blog

The damage caused by Appraisal Management Companies violating TILA & the Customary & Reasonable fee clauses goes beyond just financial losses.

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Fraudulent Transfers: 7th Cir Holds Section 546(e) Safe Harbor Applies to Private Deals

John Jenkins

Section 546(e) of the Bankruptcy Code provides a safe harbor from constructive fraudulent transfer claims for transfers that are settlement payments or payments related to a securities contract, when those transfers are “made by or to (or for the benefit of) … financial institutions.

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

Appraisers Blog

did anyone see this? email i get with updates from CFPB – I’ll have to read up on it CONTACT: Office of Communications press@cfpb.

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FTC Files Administrative Complaint to Stop $8.5 Billion Tapestry-Capri Fashion Accessory Merger

Mogin Rubin M&A

Written by Jonathan Rubin, Partner and Co-Founder of MoginRubin LLP The Federal Trade Commission (FTC) on April 22, 2024, filed an administrative complaint to block Tapestry, Inc.'s acquisition of Capri Holdings Limited, a deal valued at $8.5 billion. The proposed merger would combine three major fashion brands: Coach and Kate Spade from Tapestry, and Michael Kors from Capri.

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Top Anglo American shareholders criticise BHP’s £31bn bid as ‘opportunistic’

Financial Times M&A

Legal & General and Abrdn say offer substantially undervalues UK-listed miner

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BHP’s takeover bid for Anglo American is clever but far too low | Nils Pratley

The Guardian M&A

Shareholders in the mining firm are unimpressed by the offer as it stands but what happens next could be interesting BHP move to buy Anglo American threatens to hasten City exodus In theory, Anglo American has been a sitting duck for a takeover bid for about a decade. Its share price has lagged behind that of other big miners and successive efforts to sharpen a sprawling portfolio have underwhelmed.

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BHP-Anglo American: a quick Q&A

Financial Times M&A

Why now, why not earlier, why ever, at what price, and what it might mean for fertiliser production in North Yorkshire

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Holiday Island Holdings, Inc. Puts the LOI With Supeca Oil Trading USA, LLC on Hold and Pledges to Continue Working on This and Other Projects

Benzinga

PLANT CITY, Fla., April 25, 2024 (GLOBE NEWSWIRE) -- Holiday Island Holdings, Inc. (OTC: HIHI ), pending name change to EP3OIL, Inc., as previously announced on February 20, 2024, HIHI entered into a Letter of Intent with Supeca Oil Trading USA, LLC wherein Supeca agreed to fully fund ($2,500,000) the acquisition and development of an oil field located in Central Texas known as the Drummond Oil Field.

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BHP will have to dig deeper for Anglo American’s copper

Financial Times M&A

Any deal would need South African government’s approval while cost savings are another issue

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Daxtra Acquires Leading Talent Acquisition Communications Hub PivotCX

Benzinga

RICHMOND, Va. and INDIANAPOLIS, April 25, 2024 (GLOBE NEWSWIRE) -- Daxtra , the leading provider of AI-enriched software for the talent acquisition ecosystem, has acquired PivotCX , a technology-based talent acquisition and HR communications hub. Based in Indianapolis, PivotCX has become part of the Daxtra Group, and its products will be rolled into the Daxtra suite of solutions.