Tue.Mar 05, 2024

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Time to rethink talent in the boardroom

Harvard Corporate Governance

Posted by Jo Iwasaki, Karen Edelman, and Yasmine Chahed, Deloitte Touche Tohmatsu Limited, on Tuesday, March 5, 2024 Editor's Note: Jo Iwasaki is Corporate Governance Advisory Lead, Karen Edelman is Senior Editor, and Yasmine Chahed is an Independent Research Consultant at Deloitte Touche Tohmatsu Limited. This post is based on a Deloitte memorandum by Ms.

Equity 231
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Generative AI fuels creative physical product design but is no magic wand

Mckinsey and Company

Generative AI tools can shorten physical product design life cycles significantly and spark innovation, but the knowledge and discretion of design experts are necessary to mitigate potential pitfalls.

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Creditors, Shareholders, and Losers In Between: A Failed Regulatory Experiment

Harvard Corporate Governance

Posted by Albert H. Choi and Jeffery Y. Zhang, University of Michigan, on Tuesday, March 5, 2024 Editor's Note: Albert H. Choi is the Paul G. Kauper Professor of Law, and Jeffery Y. Zhang is an Assistant Professor of Law at the University of Michigan Law School. This post is based on their paper. In March 2023, a financial panic that began with runs on Silicon Valley Bank in California led to three of the four largest bank failures in US history.

Banking 169
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Think Like A Lawyer: Forget Everything You Know About IRAC

Law 360 M&A

The mode of legal reasoning most students learn in law school, often called “Issue, Rule, Application, Conclusion,” or IRAC, erroneously frames analysis as a separate, discrete step, resulting in disorganized briefs and untold obfuscation — but the fix is pretty simple, says Luke Andrews at Poole Huffman.

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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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Final Rules on SPAC IPOs and De-SPACs

Harvard Corporate Governance

Posted by Charles J. Clark, David A. Curtiss, and Ele Klein, Schulte Roth & Zabel LLP, on Tuesday, March 5, 2024 Editor's Note: Charles J. Clark , David A. Curtiss , and Ele Klein are Partners at Schulte Roth & Zabel LLP. This post is based on a Schulte memorandum by Mr. Clark, Mr. Curtiss, Michael S. Didiuk , Mr. Klein, and Adriana Schwartz.

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Tax expert advises “be prepared early” for potential TCJA changes

ThomsonReuters

Jump to: Compliance and having multiple plans Possibility of retroactive changes IRS funding may help either way Some expiring provisions may be positive The back-to-office effect Potential impact of changes Ideal situation for advisors Changes may come “late in the game” The Tax Cuts and Jobs Act (TCJA; P.L. 115-97 ) of 2017 brought about significant changes to the U.S. tax system, including provisions affecting both individ

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The Benefits of a Grantor-Retained Income Trust

Redpath

Several types of trusts can help you manage your assets in a way that supports your estate planning goals while providing potentially significant tax advantages. One of them is a GRIT–grantor retained income trust. Is this an option you should consider? As with all asset management strategies, there are pros and cons depending on your specific situation and estate distribution preferences.

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Tax-Wise Ways to Take Cash From Your Corporation While Avoiding Dividend Treatment

Machen McChesney

If you want to withdraw cash from your closely held corporation at a low tax cost, the easiest way is to distribute cash as a dividend. However, a dividend distribution isn’t tax efficient since it’s taxable to you to the extent of your corporation’s “earnings and profits,” but it’s not deductible by the corporation.

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The McKinsey Crossword: CEO Priorities | No. 170

Mckinsey and Company

Sharpen your problem-solving skills the McKinsey way, with our weekly crossword. Each puzzle is created with the McKinsey audience in mind, and includes a subtle (and sometimes not-so-subtle) business theme for you to find. Answers that are directionally correct may not cut it if you’re looking for a quick win.

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How to improve cash flow

JPAbusiness

Cash flow is the lifeblood of a business, and the ability to generate cash surpluses is a critical factor in many businesses’ success. Working capital includes cash at bank, debtors, creditors, short-term credit lines, inventory, and other current assets and liabilities. Having surplus cash that can be used as working capital gives your business more options to grow, invest and change.

Banking 83
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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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UBS chief Sergio Ermotti hits out at Europe’s ‘parochial’ view of banks

Financial Times M&A

Regulations stopping lenders growing allows US rivals to dominate, says CEO overseeing Credit Suisse takeover

Banking 94
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Fire Sale: Carrier Global Divests Industrial Fire Unit For $1.425B In Portfolio Shake-Up

Benzinga

Heating and ventilation solutions provider Carrier Global Corporation (NYSE: CARR ) entered into a definitive agreement on Tuesday to sell its Industrial Fire business to Sentinel Capital Partners for an enterprise value of $1.425 billion. Carrier’s Industrial Fire business has about 1,400 employees operating in more than 20 countries, providing fire detection and suppression solutions for high-hazard applications across verticals.

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Benchmark International Successfully Facilitated The Transaction Between GloveIt, LLC And Ruscan Chem Inc.

Benchmark Report

Benchmark is pleased to announce the transaction between GloveIt, LLC and Ruscan Chem Inc. The transaction represents a strategic, vertical expansion for the Ruscan Chem team.

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VIAVI Accelerates Innovation with Spirent Acquisition, Targeting $75M in Synergies

Benzinga

VIAVI Solutions (NASDAQ: VIAV ) penned a deal to acquire Spirent Communications (OTC: SPMYY ) for approximately £1.0 billion ($1.3 billion) in a cash offer. The acquisition price values Spirent based on the British pound sterling to U.S. dollar exchange rate on March 4, 2024. Spirent offers products, services and managed solutions that address technologies’ test, assurance and automation challenges, including 5G, software-defined wide area networks (SD-WAN), cloud and autonomous vehicles.

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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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Benchmark International Successfully Facilitated The Transaction Between Speece Lewis Engineers And Bowman Consulting Group LTD.

Benchmark Report

Benchmark International is pleased to announce the transaction between Speece Lewis Engineers and Bowman Consulting Group Ltd. Speece Lewis Engineers, a transportation, bridge design, surveying, and hydraulics-focused engineering firm based in Lincoln, NE, was established in 1974. The company counts natural resource districts and federal, state, county, and municipal governments among its many clients.

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The Benefits of a Grantor-Retained Income Trust

Redpath

Several types of trusts can help you manage your assets in a way that supports your estate planning goals while providing potentially significant tax advantages. One of them is a GRIT–grantor retained income trust. Is this an option you should consider? As with all asset management strategies, there are pros and cons depending on your specific situation and estate distribution preferences.

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MoFo-Led Building Materials Biz To Buy Supplier For $300M

Law 360 M&A

Breedon said Wednesday that it has agreed to buy U.S. concrete supplier BMC Enterprises Inc. for $300 million, as the U.K. construction materials group eyes continued expansion into the Stateside market.

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The Delaware Court of Chancery Puts Practitioners on Notice Regarding Voting Formalities Around Merger Agreements

Shephard Mullin M&A

In Ap-Fonden v. Activision Blizzard, Inc. , C.A. No. 2022-1001-KSJM, 2024 WL 863290 (Del. Ch. Feb. 29, 2024), the Delaware Court of Chancery (McCormick, C.) declined to dismiss a claim alleging that the Board of Directors of defendant Activision Blizzard, Inc. (“Activision”) violated Section 251(b) of the Delaware General Corporation Law (the “DGCL”) by approving a draft merger agreement between Activision and Microsoft, Inc.

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Gibson Dunn AI Leader On Weathering The AI Policy Blizzard

Law 360 M&A

Like a mountaineer leading a team through a snowstorm, Gibson Dunn & Crutcher LLP's artificial intelligence co-chair Cassandra L. Gaedt-Sheckter is guiding companies developing and using artificial intelligence through a blizzard of new laws and regulations coming online in Europe and the U.S., saying that assessing AI risks is the North Star to mitigating them.

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Corporate Transparency Act: Beneficial Ownership Reporting

LaPorte

Background In 2021, Congress enacted the Corporate Transparency Act (CTA) which requires enhanced reporting of beneficial ownership in reporting companies. Most businesses will be subject… The post Corporate Transparency Act: Beneficial Ownership Reporting first appeared on LaPorte.

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Cadence To Acquire Beta Cae In $1.24B Cash-And-Stock Deal

Law 360 M&A

Latham & Watkins LLP-advised Cadence Design Systems Inc. will pay $1.24 billion for engineering simulation software business Beta Cae Systems International AG, which serves Formula One racing teams and major automotive companies, according to an announcement Tuesday.

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Understanding Form 1042-S

ThomsonReuters

Jump to: What is Form 1042-S? Who needs to file Form 1042-S? What information does Form 1042-S contain? Do I need to report Form 1042-S? How to file Form 1042-S The importance of Form 1042-S Form 1042-S , an essential information return in the realm of tax reporting, serves as a meticulous record of income paid to foreign individuals and entities. While it may not boast the same level of recognition as its more illustrious counterparts, such as the W-2 form , its significance cannot be understat

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Gov't Probing PE's Increasing Dominance In Healthcare

Law 360 M&A

Federal Trade Commission Chair Lina Khan on Tuesday lamented what she deemed the "financialization" of healthcare resulting from private equity buyouts, in remarks coinciding with the launch of a multi-jurisdictional request for public comment on PE and other companies' growing control over the healthcare system.

Equity 52
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What accountants need to know about Form 1042 filing requirements

ThomsonReuters

Jump to: What is Form 1042 and who must file? What information is needed to file Form 1042? When is Form 1042 due? What are the new changes to 1042 filing requirements? Helping foreign clients in the U.S. with filing their returns In today’s global business environment, it is likely that your firm’s client base includes some who pay U.S.-sourced income to foreign individuals or entities.

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Callon Sued Over Disclosures Prior To $4.5B APA Deal

Law 360 M&A

A Callon Petroleum Company shareholder has alleged in a proposed class action in Delaware Chancery Court that the company breached its fiduciary duties in connection with a pending $4.5 billion acquisition by APA Corp. by not fully disclosing the details of another proposal.

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The Times They Are A-Changin’

Auto Dealer Valuation Insights

This Sunday, it is time to turn the clocks forward after a busy February of Punxsutawney Phil, Super Bowl Sunday, Fat Tuesday, Valentine’s Day, and the infamous February 29. Spring is near, and sunny days with 7:30 PM sunsets await, thankfully. However, these are not the only sunsets approaching that family businesses need to be thinking about.

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Carrier Inks $1.4B Fire Biz Deal As Part Of Strategic Exit Plan

Law 360 M&A

Carrier Global Corp. said Tuesday it has struck an agreement to sell its industrial fire business to Sentinel Capital Partners for $1.425 billion, the latest step in the company's strategic plan to sell off certain business units and focus on its core ventilation business.

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Altman's Hunt For OpenAI Capital Continues, Sparks Talks With Singapore's Temasek

Benzinga

Singapore state-owned investment firm Temasek is in talks with artificial intelligence (AI) developer OpenAI about investing in the company. The Financial Times reported on Tuesday that executives at Temasek — one of the world’s largest state-owned investors — have had several rounds of discussions with OpenAI’s CEO Sam Altman in recent months.

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Fried Frank, Linklaters Guide Viavi's £1B Deal For UK Rival

Law 360 M&A

Communications group Viavi said on Tuesday it has agreed to buy telecom testing specialist Spirent for around £1 billion ($1.26 billion) to strengthen its artificial intelligence expertise and wireless infrastructure work.

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Advancing digital trade: Key outcomes from the WTO’s Work Programme on electronic commerce

ThomsonReuters

Following extensive discussions at WTO MC13, member states reached a consensus to extend the moratorium on levying customs duties on electronic transmissions until March 2026. This decision underscores the significance of services in the global economy, constituting more than two-thirds of global economic output and over 50% of all employment opportunities.

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Arrow Financial Acquires Berkshire Bank Branch In Whitehall, New York

Benzinga

Arrow Financial Corporation (NASDAQ: AROW ) has entered into a definitive agreement with Berkshire Bank, a subsidiary of Berkshire Hills Bancorp, Inc. (NYSE: BHLB ). Under the deal, Arrow Financial’s bank subsidiary, Glens Falls National Bank, will acquire the branch office at 184 Broadway, Whitehall, New York. Berkshire Bank has entered into definitive agreements with three buyers to sell 10 of its upstate and eastern New York branches, consisting.

Banking 52
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How private equity is behind the latest loss from London’s stock market

Financial Times M&A

Nasdaq-listed Viavi has turned to Silver Lake for investment to back its £1bn deal to buy Spirent

Equity 75
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SEC Alleges 13D Violations for Failure to Timely Disclose Control Purpose

John Jenkins

Last Friday, the SEC announced settled charges against an investment adviser for beneficial ownership reporting failures. The investment adviser agreed to a $950,000 civil penalty. Here’s more from the press release: According to the SEC’s order, on Feb. 14, 2022, HG Vora disclosed that it owned 5.6 percent of Ryder’s common stock as of Dec.

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CMA CGM abandons bidding for UK logistics specialist Wincanton

Financial Times M&A

Rival offer by GXO almost certain to succeed after French company withdraws

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