Wed.Oct 05, 2022

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Potential Litigation Risks Associated with the SEC’s Proposed Climate-Disclosure Rule

Harvard Corporate Governance

Posted by Laura Harder, Cleary Gottlieb Steen & Hamilton LLP, on Wednesday, October 5, 2022 Editor's Note: Laura Harder is an Associate at Cleary Gottlieb Steen & Hamilton LLP. This post is based on a Cleary memorandum by Ms. Harder, Mr. Grabar, Mr. Gerber, and Ms. Lee. Related research from the Program on Corporate Governance includes The Illusory Promise of Stakeholder Governance by Lucian A.

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Judge Thinks Elon Musk May Have Deleted Messages Related To Twitter, Says Trial Must Move Ahead

Benzinga

Despite news that Elon Musk again submitted a bid to acquire social media platform Twitter Inc (NYSE: TWTR ), a trial between the Tesla Inc (NASDAQ: TSLA ) CEO and the acquisition target is still on. What Happened: Judge Kathaleen McCormick sent a notice to counsel in the court case involving Musk and Twitter that the planned date of Oct. 17 would begin the highly anticipated trial.

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Proposed rules on Shareholder Proposals: A Comment From The Shareholder Commons

Harvard Corporate Governance

Posted by Frederick Alexander, The Shareholder Commons, on Wednesday, October 5, 2022 Editor's Note: Frederick Alexander is Founder of The Shareholder Commons. This post is based on a recent comment letter submitted to the U.S. Securities and Exchange Commission regarding the proposed rules on substantial implementation, duplication, and resubmission of shareholder proposals by The Shareholder Commons.

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Why Elon Musk Capitulated On Twitter Deal And What Would Be The Hard Part For Him Now: Analyst Shares Thesis As He Ups Price Target

Benzinga

In a U-turn, Elon Musk decided to go ahead with the deal to buy Twitter Inc. (NASDAQ: TWTR ) for the originally agreed price of $44 billion. The Twitter Ananlyst: To give effect to the development, Wedbush analyst Daniel Ives raised his price target for the Twitter stock from $50 to $54.20. The analyst maintained his Neutral rating on the shares. The Twitter Thesis: Tesla Inc.

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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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Using Technology to Manage and Track your Strategic Plan

Rhythm Systems

This time of year, leaves are turning, kids are in school, and many business leaders are spending a great deal of time, energy, and resources creating a strategic plan for next year. Executives are gathering in meeting spaces or Zoom calls to work through discussions and decisions about the direction of their company and setting specific goals for 2023.

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Elon Musk's Purchase Of Twitter Will Be A 'Win-Win-Win,' Says Dogecoin Creator

Benzinga

Dogecoin (CRYPTO: DOGE ) co-creator Billy Markus commented on Tesla Inc (NASDAQ: TSLA ) CEO Elon Musk’s now revived bid to purchase Twitter Inc (NYSE: TWTR ). What Happened: Markus’ comments came on Twitter on Tuesday. He said whether Musk buys Twitter and makes it better or ends up ruining the platform it's a “win-win.” if elon musk makes twitter better, then twitter will be better. if elon musk ruins twitter, then we don’t have to hear all the stupid things th

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Duolingo Acquires Animation Studio Gunner For Undisclosed Sum

Benzinga

Mobile learning platform Duolingo Inc (NASDAQ: DUOL ) has completed the acquisition of Gunner , a design and animation studio based in Detroit. The financial details of the transaction were not disclosed. Gunner has been an animation and design. Full story available on Benzinga.com.

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Hungry and confused: The winding road to conscious eating

Mckinsey and Company

Half of consumers call healthy eating a top priority; one-third say sustainable eating is too. But to satisfy consumers’ commitment to eating more healthily, food producers and retailers need to get innovative.

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AMCs Take a Sizable Cut of the Appraisal Fee

Appraisers Blog

It still proves my point: Appraisal Management Companies take a sizable Cut of the appraisal fee… It was March 28th, 2018 that I wrote my very first blog post entitled “What’s not in your wallet?” where I went into great detail about how Appraisal Management Companies or AMCs get paid and how the consumer is not aware of the fact that the AMC is taking much of the fee while finding the cheapest and fastest appraiser.

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Musk’s Twitter deal is his least bad option – but he must repair the damage he’s done

The Guardian M&A

Elon Musk will proceed with the $44bn buyout of Twitter, but a bumpy road still lies ahead for the company Elon Musk was always going to struggle to win in Delaware. He had signed a binding agreement to buy Twitter for $44bn and to make his “reasonable best efforts” to complete the deal. Saying he didn’t want to buy it any more wasn’t going to work in Delaware, the state where Twitter is incorporated and one that carries a reputation for making sure agreed company transactions happen.

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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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Benchmark International Facilitated the Transaction Between Access Truck Parts and Summit Hydraulics

Benchmark Report

Benchmark International successfully facilitated the transaction between Access Truck Parts with Summit Hydraulics, backed by North Branch Capital.

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Some investors reap big rewards from bets on Musk closing Twitter deal

Financial Times M&A

Carl Icahn, Pentwater and Hindenburg Research among those that predicted the billionaire would close the deal

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Author Talks: Turn your work enemies into allies

Mckinsey and Company

Whether you’re being interrupted in meetings or challenged at every turn, Amy Gallo shares tactics for getting value out of difficult work relationships.

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Twitter’s board deserves credit for Elon Musk’s U-turn

The Guardian M&A

By sticking to its guns the firm has defended the principle that bidders should do what they’ve agreed to do Buying Twitter “is an accelerant to creating X, the everything app”, said Elon Musk by way of a non-explanation of why he was now prepared to do the deal he was desperately trying to escape. One must conclude he judged his legal case to be doomed before it had even reached a Delaware courtroom.

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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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How consumer-packaged-goods companies can drive resilient growth

Mckinsey and Company

Consumer behavior keeps shifting, the economy is weakening, and inflation remains high. Yet consumer-packaged-goods companies have the opportunity to thrive amid uncertainty.

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FASB Proposes Last-Minute Changes to Lease Accounting Rules

Machen McChesney

Accounting Standards Codification Topic 842, Leases , requires organizations to report the full magnitude of their long-term lease obligations on their balance sheets — a historic first. For private companies and nonprofits, the changes take effect this year. Public entities adopted the rules in 2019. While the Financial Accounting Standards Board (FASB) conducts its post-implementation review of the new-and-improved lease standard, the guidance is concurrently being adopted by private organizat

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Elon Musk surrenders to Twitter

Financial Times M&A

Plus, Arm’s troubles in the UK intensify and Ray Dalio abdicates the throne for the third time

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Legal Roadblocks May Have Made Musk Blink On Twitter Deal

Law 360 M&A

Shaky defenses, negative Delaware Court of Chancery rulings and the risk of costly sanctions appear to have scuttled tech mogul Elon Musk's attempt to escape his $44 billion agreement to take Twitter Inc. private, experts told Law360, although the case remained live and moving forward Wednesday.

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Naver/Poshmark: paying a first-hand price for second-hand goods

Financial Times M&A

South Korean group’s key task would be to fix the US company’s much-maligned search engine

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Blockchain Payments Firm's $3.6B SPAC Merger Falls Apart

Law 360 M&A

Special-purpose acquisition company Goldenstone Acquisition Ltd. told regulators on Wednesday that its $3.6 billion take-public merger with blockchain payment firm's Roxe Holding Inc. has been terminated.

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Romania’s opportunity to turn sustained growth into long-lasting prosperity

Mckinsey and Company

By taking action to boost savings rates, Romania could increase GDP by around 10 percent by 2050.

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Limiting The Scope Of Representation Is Critical For Lawyers

Law 360 M&A

A Mississippi federal court's recent decision in Kee v. Howard L. Nations PC highlights the importance of well-written engagement letters, and shows why it is vital for attorneys to specify exactly which services they intend to supply, says Ronald Levine at Herrick Feinstein.

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Elon Musk’s Twitter Bid Puts Pressure on the Banks Backing Him

NYT M&A

Looming in the background of Mr. Musk’s $44 billion offer to buy the company is whether financing challenges will provide him with an escape hatch from a deal.

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Twitter Trial Still Alive In Chancery Despite Musk's About-Face

Law 360 M&A

Twitter Inc.'s lawsuit to force tech mogul Elon Musk to close on a $44 billion offer to take the social media giant private was alive and moving forward Wednesday afternoon, according to a letter filed onto the Delaware Chancery Court docket by Chancellor Kathaleen St. J. McCormick, despite Musk announcing on Tuesday that he would complete the deal.

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Elon Musk Offered to Buy Twitter at a Lower Price in Recent Talks

NYT M&A

Before Mr. Musk renewed his $44 billion proposal, he and the company haggled in discussions that ultimately did not advance.

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Keeping pace with change: Insights from the core of consumer companies

Mckinsey and Company

Insights from nearly 1,500 managers at North American consumer companies pinpoint areas that could improve performance and make operations more nimble.

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New York Statutory Fair Value: Trying to Make Sense of Beway

Chris Mercer

The last post on this blog began a discussion of Friedman v. Beway , a 1995 New York Court of Appeals (First Department) decision. Beway is considered by many New York attorneys to be the leading New York case on statutory fair value determinations in New York. In this post, we examine the trial court decision for help in understanding what happened at the Court of Appeals.

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One year extension of research credit transition period

LaPorte

(authored by RSM US LLP) IRS R&D credit refund claim transition period extended one year. The post One year extension of research credit transition period first appeared on LaPorte.

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Elon Musk, Twitter Quietly Held Talks To Lower $44B Buyout Price: WSJ

Benzinga

Tesla Inc (NASDAQ: TSLA ) CEO Elon Musk and Twitter Inc (NYSE: TWTR ) reportedly discussed a price cut to the original $44 billion buyout deal through their representatives, but the talks were unsuccessful. What Happened: The discussions took the form of a series of confidential calls between the lawyers of Musk and Twitter in recent weeks and came to an end after the two parties failed to agree on terms, reported The Wall Street Journal, citing people familiar with the matter.

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US Supreme Court hears first unclaimed property challenge in 30 years

LaPorte

(authored by RSM US LLP) Thirty states sue Delaware to determine whether certain financial instruments must be escheated to the state of incorporation or to the state of purchase. The post US Supreme Court hears first unclaimed property challenge in 30 years first appeared on LaPorte.

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Elon Musk, Twitter May Move To End Legal Fight Soon: Reuters

Benzinga

Tesla Inc (NASDAQ: TSLA ) CEO Elon Musk and Twitter Inc (NYSE: TWTR ) may reportedly reach a deal to end their ongoing litigation in the coming days. See Also: How To Buy Twitter (TWTR) Shares. Musk and Twitter were expected to reach an agreement as early as Wednesday, but the talks are still ongoing and a conclusion is likely to take more time, Reuters reported , citing a source familiar with the matter.

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Sell a Business Fast

Sun Acquisitions

If you came to this article it’s likely you are looking to sell your business fast. But what is the timeline for a fast business sale? 54% of brokers say it takes anywhere from 6 to 11 months for a business to sell. The United States Small Business Administration puts the timeline at 24 months (2 years). However, this isn’t to say that it’s not possible to sell in a shorter time frame.

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Tax planning for adoption

Henry Horne

Thinking of adopting a child? Tax planning in advance of adoption may offset some of the costs and there may be some tax saving benefits for you. Don’t miss: Inherited IRA rules change While adopting through foster care can be inexpensive, private adoption can be an expensive endeavor. Many families seek additional sources of income … Keep Reading.

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Founders: this is what your cap table says about you

Vested

Your cap table is so much more than just a breakdown of who owns your company and how much they own. It tells a story of how your company is being run and how it has reached this point. This is what investors will look for in your cap table and what it says about you.

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