Fri.Dec 02, 2022

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The Director’s Guide to Shareholder Activism

Harvard Corporate Governance

Posted by Maria Castañón Moats, Paul DeNicola, Matt DiGuiseppe, PricewaterhouseCoopers LLP, on Friday, December 2, 2022 Editor's Note: Maria Castañón Moats is Leader, Paul DeNicola is Principal, and Matt DiGuiseppe is Managing Director at the Governance Insights Center at PricewaterhouseCoopers LLP. This post is based on their PwC memorandum. Related research from the Program on Corporate Governance includes The Long-Term Effects of Hedge Fund Activism (discussed on the Forum here ) by Luci

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How personalization at scale can invigorate Asian insurers

Mckinsey and Company

The surge in digital consumer interactions is making possible a new era of gathering, analyzing, and responding to individual customer data strategically and with precision.

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SEC Adopts Amendments to Modernize Fund Shareholder Reports and Disclosures

Harvard Corporate Governance

Posted by Whitney A. Chatterjee, Donald R. Crawshaw, William G. Farrar, Sullivan & Cromwell LLP, on Friday, December 2, 2022 Editor's Note: Whitney Chatterjee , Donald Crawshaw , and William G. Farrar are Partners at Sullivan & Cromwell LLP. This post is based on a Sullivan & Cromwell memorandum by Ms. Chatterjee, Mr. Crawshaw, Mr. Farrar, Eric M.

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Getting digital transformation right in resource-heavy industries

Mckinsey and Company

Eight core principles can help companies in the energy, oil and gas, basic materials, and utilities sectors achieve successful digital transformations.

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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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Weekly Roundup: November 25-December 1, 2022

Harvard Corporate Governance

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, December 2, 2022 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of November 25-December 1, 2022. Lessons from the Chancery Court Decision in P3 Health Group. Posted by Gail Weinstein, Steven J. Steinman, Brian T. Mangino, Fried, Frank, Harris, Shriver & Jacobson LLP, on Friday, November 25, 2022.

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FTC Eyes Expanded Enforcement Efforts But Questions Loom

Law 360 M&A

The Federal Trade Commission recently declared it will take a new approach to policing "unfair methods of competition," a move that broadened the agency's view of very old law.

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More Trending

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Investor Serves Up Securities Suit Over Poshmark-Naver Deal

Law 360 M&A

Online clothing retailer Poshmark was hit with a securities lawsuit Friday in New York federal court over its proposed $1.2 billion merger with South Korean online retailer Naver Corp. for allegedly filing a "materially incomplete and misleading" proxy statement that failed to fully inform stockholders about what they'd be voting on.

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Twitter Keeps Missing Its Advertising Targets as Woes Mount

NYT M&A

Under Elon Musk, the company has cut its financial expectations as some advertisers request discounts and are offered incentives.

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Yale Lock Owner Sells Units To Clear $4.3B US Hardware Deal

Law 360 M&A

Swedish locks giant Assa Abloy said on Friday that it will sell some of its businesses to a security company for $800 million in response to opposition from the U.S. Department of Justice over its planned $4.3 billion deal to buy divisions of a home products firm.

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Hitting the mark: Why markdowns matter more than ever

Mckinsey and Company

Many US retailers are reducing prices to clear excess inventory. Smart markdown strategies will make a huge difference to their bottom lines.

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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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UK Litigation Roundup: Here's What You Missed In London

Law 360 M&A

The past week in London has seen Credit Suisse sue collapsed bank Greensill, a breach of contract claim from five former club managers kick off against Watford Football Club and the Financial Services Compensation Scheme bring legal action against AXA. Here, Law360 looks at these and other new claims in the U.K.

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Author Talks: Rules of power from Jeffrey Pfeffer to help you get your way

Mckinsey and Company

Stanford professor Jeffrey Pfeffer shares advice for gaining power through resources, reputation, and relationships.

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Taxation With Representation: Davis Polk, Blakes, Latham

Law 360 M&A

In this week's Taxation With Representation, Yahoo Inc. will acquire a minority stake in Taboola, HSBC Holdings PLC will sell its Canadian business to Royal Bank of Canada, Corteva Inc. will acquire Stoller, and a Blackstone real estate investment trust plans to sell its stake in MGM Grand Las Vegas and Mandalay Bay Resort.

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Novogratz-Led Galaxy Digital To Acquire Custody Platform GK8 From Bankrupt Celsius

Benzinga

Mike Novogratz led cryptocurrency-focused financial-services firm Galaxy Digital Holdings (OTC: BRPHF ) on Friday announced it has won an auction to acquire digital asset custody platform GK8 from Celsius Network. Galaxy stated that it intends to support GK8's ongoing operations in offering self-custody technology to the world's leading financial services firms, as well as utilize GK8's custody solution in the ongoing development of GalaxyOne.

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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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Safeguarding Attorneys' Greatest Asset: Our Mental Health

Law 360 M&A

Attorneys who understand that mental fitness is their most valuable characteristic should prioritize mental health care accordingly, including with certain activities they may not realize qualify as self-care, says Wendy Robbins at Holland & Knight.

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San Diego, CA / Mar 2023

M&A Leadership Council

Event Dates: 2023-03-21T08:30:00-05:00 to 2023-03-21T16:30:00-05:00 2023-03-22T08:30:00-05:00 to 2023-03-22T16:30:00-05:00 2023-03-23T08:30:00-05:00 to 2023-03-23T12:00:00-05:00 Location: Manchester Grand Hyatt, San Diego, CA USA Register Now Course includes Structured Networking Sessions, Tuesday and Wednesday evenings, from 5:30pm to 7:30pm NEW for 2023: M&A Leadership Council’s The Art of M&A® live-online and in-person training courses will be structured around the M&A M

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Biotech Financing – Crisis? What Crisis? | European Biotechnology Winter Edition 2022/Volume 21 – Quotes by Arno Fuchs

Fox Corporate Finance

In the Winter 2022 edition of “European Biotechnology“ magazine, from December, the cover story “Biotech Financing – Crisis? What Crisis?” focuses on 2022 as “the most difficult year for mergers and acquisitions in biotech since. Read more. The post Biotech Financing – Crisis? What Crisis? | European Biotechnology Winter Edition 2022/Volume 21 – Quotes by Arno Fuchs appeared first on FCF Fox Corporate Finance GmbH.

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3 Firms Steer Galaxy Digital's Buyout Of Celsius' GK8 Unit

Law 360 M&A

Cryptocurrency financial services company Galaxy Digital Holdings Ltd. on Friday said it intends to acquire digital asset custodian GK8 as a result of a sale process executed in connection with Celsius Network LLC's Chapter 11 bankruptcy proceedings, in a deal guided by Orrick Herrington & Sutcliffe LLP, Goldfarb Seligman and Kirkland & Ellis LLP.

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If Sanofi Opted For Takeover Of Horizon Therapeutics, It Would Be In Cash

Benzinga

Sanofi (NASDAQ: SNY ) said that if it ever bid for biotech company Horizon Therapeutics Public Limited Co (NASDAQ: HZNP ), it would do so in cash. Horizon Therapeutics Plc has a market capitalization of about $18 billion and is in talks with Amgen Inc (NASDAQ: AMGN ), Sanofi, and Johnson & Johnson (NYSE: JNJ ) unit Full story available on Benzinga.com.

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Fox Rothschild Adds Partner To Atlanta Corporate Practice

Law 360 M&A

Fox Rothschild LLP has expanded its Atlanta corporate practice, adding an attorney who most recently worked as leader of Drew Eckl & Farnham LLP's intellectual property practice, the firm said.

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VICI Properties Acquires Remaining Stake In MGM Grand Las Vegas and Mandalay Bay JV For $1.3B Cash Plus Debt

Benzinga

VICI Properties Inc (NYSE: VICI ), an experiential real estate investment trust, announced that its CEO Edward Pitoniak recently announced the acquisition of the remaining 49.9% interest in the MGM Grand Las Vegas and Mandalay Bay joint venture. VICI currently owns a 50.1% interest in the joint venture that owns MGM Grand Las Vegas and Mandalay Bay Resort.

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Trout CPA Promotes Craig Neff to Talent Development Manager

Trout CPA

Trout CPA is thrilled to announce that Craig Neff, CPA , has been promoted to Talent Development Manager. In this role, Craig is responsible for developing targeted training courses and programs for the firm’s tax team. Earlier this year, Kelly Diehm, CPA , was also promoted to Talent Development Manager and is focused on building programs for our audit professionals.

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Themes from Q3 2022 Earnings Calls

Auto Dealer Valuation Insights

In a previous post, we highlighted common themes from OFS companies’ Q2 earnings calls, which included the role of OFS in energy security, OFS operators’ focus on margins rather than market share, and industry optimism. In last week’s post, we noted common themes from E&P companies, including a continued focus on share buybacks, moderate production growth, and the effects of inflation.

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EBIT vs EBITDA

Midstreet Blog

If you’re interested in selling your business, you may be doing some research on how businesses are valued. There are lots of misleading theories out there about how to best value a business, including using a multiple of revenue (not good) or a multiple of net profit (even worse).

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Fortune Brands Acquires Hardware Businesses From ASSA ABLOY For $800M

Benzinga

Fortune Brands Home & Security Inc (NYSE: FBHS ) has agreed to acquire the Emtek and Schaub premium and luxury door and cabinet hardware business and the U.S. and Canadian Yale and August residential smart home locks business from ASSA ABLOY AB (OTC: ASAZF ) (OTC: ASAZY ). The purchase price of the. Full story available on Benzinga.com.

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PE Biz's £1.8B Bid For Enviro Energy Co. Gets Regulatory Nod

Law 360 M&A

Renewable energy business ContourGlobal said Friday that its £1.75 billion ($2.15 billion) acquisition by a private equity firm has gained regulatory approval to proceed, in a deal guided by Slaughter and May and Simpson Thacher & Bartlett.

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Rocket Lab Creates Defense-Focused Unit Catering To National Security

Benzinga

Rocket Lab USA, Inc (NASDAQ: RKLB ) formed a U.S.-based subsidiary to serve the defense and intelligence community. Rocket Lab National Security LLC (RLNS) will deliver reliable launch services and space systems capabilities to the U.S. government and its allies. Since the company's first launch of the Electron rocket in 2017, Rocket. Full story available on Benzinga.com.

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2022 Year-End Reminders Regarding Common Fringe Benefits

Trout CPA

As 2022 draws to a close, employers should review whether they have correctly included the value of common fringe benefits in their employees’ and (if applicable) 2% S corporation shareholders’ taxable wages. This is especially true for 2022 since COVID relief changed some rules relating to traditional fringe benefits and found many employers dealing with a remote workforce.

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BorgWarner Acquires Switzerland-Based Engineering Services Provider Drivetek

Benzinga

BorgWarner Inc (NYSE: BWA ) has acquired Switzerland-based engineering and product development services provider Drivetek AG. The transaction has an enterprise value of up to CHF35 million, of which CHF25 million was delivered at closing. An additional CHF 10 million could be paid in the form of contingent payments. Full story available on Benzinga.com.

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Seven Steps for a Trustee to Review an ESOP Business Valuation / Appraisal

Gergory Caruso

One of the most important roles the Employee Stock Ownership Plan (ESOP) Trustee has is to determine the stock price for the ESOP plan at the time of the initial transaction and then again each year. This is a fiduciary decision that must be made with care and diligence. This can be a difficult decision […]. The post Seven Steps for a Trustee to Review an ESOP Business Valuation / Appraisal appeared first on The Art of Business Valuation.

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Don't Miss It: Sidley, Kirkland Guide Week's Hot Deals

Law 360 M&A

A lot can happen in the world of mergers and acquisitions over the course of a week, and it's difficult to keep up with all the deals. Here, Law360 recaps the ones you may have missed, including transactions helmed by Sidley Austin LLP and Kirkland & Ellis LLP.

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Valdor Enters Into Binding Letter of Intent With 1000175307 Ontario Ltd. for Merger Transaction

Benzinga

VANCOUVER, British Columbia, Dec. 02, 2022 (GLOBE NEWSWIRE) -- Valdor Technology International Inc. ("Valdor" or the "Company") (CSE: VTI ) is pleased to announce that it has entered into a binding letter of intent (the "LOI") dated December 1, 2022 with 1000175307 Ontario Ltd. ("1000175307") which contemplates the acquisition by Valdor of all of the issued and outstanding common shares of 1000175307 (the "Transaction") from the shareholders of 1000175307. 1000175307 is party to a letter of inte

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Fed OKs Merger Of Farmers National Bank Cos. in Ohio, Pa.

Law 360 M&A

The Federal Reserve Board has approved the merger of two separate companies operating "Farmers National Bank" branches in Ohio and Pennsylvania, clearing the way Thursday for Ohio-based Farmers National Banc Corp., also known as FNC, to have a combined $5.1 billion in assets across the two states.

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Contract Fraud: Dealmakers Still Don’t Get Limits of Disclaimers?

John Jenkins

A recent blog from Weil’s Glenn West reviews a pair of Delaware decisions in which non-reliance, exclusive remedy & non-recourse clauses intended to sharply curtail a plaintiff’s ability to bring fraud claims in connection with an acquisition agreement were at issue.

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