Thu.Aug 04, 2022

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Corporate Human Capital Disclosures: Early Evidence from the SEC’s Disclosure Mandate

Harvard Corporate Governance

Posted by Elizabeth Demers (University of Waterloo), Victor Xiaoqi Wang (California State University), and Kean Wu (Rochester Institute of Technology), on Thursday, August 4, 2022 Editor's Note: Elizabeth Demers is Professor of Accounting at the University of Waterloo School of Accounting & Finance; Victor Xiaoqi Wang is Assistant Professor of Accountancy at California State University Long Beach; and Kean Wu is Associate Professor of Accounting at the Rochester Institute of Technology Saund

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What is leadership?

Mckinsey and Company

Leadership is a set of mindsets and behaviors used to engage and enable people to align on a collective direction, and work together to accomplish shared goals while adjusting to changing environments.

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SEC Proposes to Narrow Three Substantive Exclusions in the Shareholder Proposal Rule

Harvard Corporate Governance

Posted by Cydney Posner, Cooley LLP, on Thursday, August 4, 2022 Editor's Note: Cydney S. Posner is special counsel at Cooley LLP. This post is based on her Cooley memorandum. [This post revises and updates my earlier post on this topic primarily to reflect the contents of the proposing release.]. At an open meeting last week, the SEC voted, three to two, to propose new amendments to Rule 14a-8, the shareholder proposal rule.

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USPAP Third Exposure Draft

Appraisers Blog

…the Ethics Rule has been expanded with a new highly detailed Nondiscrimination section, which also affects the Competency Rule. Folks, the Appraisal Foundation’s Appraisal Standards Board released the THIRD Exposure Draft to USPAP on July 26, 2022. To be honest, I didn’t know there have been two previous Exposure Drafts. I would encourage you to download and print this Draft here.

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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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Delaware Approves Permitting Exculpation of Officers from Personal Liability

Harvard Corporate Governance

Posted by Theodore N. Mirvis, David A. Katz, and Sabastian V. Niles, Wachtell, Lipton, Rosen & Katz, on Thursday, August 4, 2022 Editor's Note: Theodore N. Mirvis , David A. Katz , and Sabastian V. Niles are partners at Wachtell, Lipton, Rosen & Katz. This post is based on their Wachtell memorandum, and is part of the Delaware law series ; links to other posts in the series are available here.

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Pa. Judge Kills Middleman's Hopes In Cannabis Merger

Law 360 M&A

Lazer Capital may have set out to be the middleman between two pot companies, but any evidence they owe Lazer anything after joining forces on their own a year later is hazy at best, a Pennsylvania federal judge wrote in a pun-laden opinion that sent the suit up in smoke.

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Twitter Slams Musk's Framing As 'Hoodwinked' Into $44B Deal

Law 360 M&A

Twitter ripped Elon Musk's "story" that he "imagined" in an attempt to escape his $44 billion take-private deal Thursday, telling the Delaware Chancery Court that it has already provided the billionaire with its data on spam accounts, which it says makes up less than 5% of users.

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Developing pharmaceutical launch leaders and company-wide capabilities at scale

Mckinsey and Company

By building certain functional and leadership skills, pharma companies can not only improve the odds of a successful launch but also strengthen their organizations for the future.

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Penguin CEO Says Simon & Schuster Deal Is For Market Share

Law 360 M&A

Penguin Random House's CEO said in D.C. federal court on Thursday that the publisher's planned purchase of rival Simon & Schuster is about winning back the share of the book market it has lost over the years, not about gaining leverage over writers.

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Twitter Rebuts Musk’s Fraud Claim in Dispute Over Fake Accounts

NYT M&A

Twitter called the claims false and irrelevant in a high-profile legal fight over whether the billionaire can back out of a $44 billion deal to acquire the company.

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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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The Importance of Conducting a Business Valuation Prior to Impactful Life Events

Biz Equity

Family-owned companies represent roughly 90% of all U.S business. Life events can impact not only your family, but also your business - and vice versa.

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Engaging Donors at Every Level: A Checklist

Machen McChesney

Nonprofit organizations have been navigating change in almost every aspect of their operations over the past two years, including shifting priorities, a new employment landscape, and changes in fundraising and hosting programs and events. As organizations continue to reimagine what their futures will look like, donor engagement strategies should be reevaluated and refined to ensure they keep up with these other changes.

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Deals Rumor Mill: Unity Software, SES, UnitedHealth

Law 360 M&A

Video game software company Unity is reportedly planning to spin off its Chinese unit, satellite companies SES and Intelsat are in early stage talks for a potential merger, and UnitedHealth is struggling to find a purchaser for its Brazilian business.

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More Risk Assessment Danger

Norman Marks

When I was setting up ERM for Business Objects S.A., I was surprised by the reaction of the General Counsel, David. I had already met with the CEO and his other direct reports. Now David and I were meeting so I could get his insights on the more significant sources of risk to the company […].

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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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Ex-Brooks Brothers Owners Can't Duck Suit Over Ch. 11 Sale

Law 360 M&A

A New York state judge on Thursday kept alive claims that the former owners of Brooks Brothers used bankruptcy to withhold millions from a minority investor, saying there are "far too many" questions about the clothing retailer's asset sale to ax the lawsuit before discovery.

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Financing: The Return of the Down Round

John Jenkins

Private company valuations have taken a pounding this year, so it’s no surprise that we’re hearing a lot more talk about “down round” financings than we’ve heard in recent years. In case you need to broach this topic with a client, you may find this Foley blog helpful.

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2022: How Is the Auto Industry Doing and What Does the Future Hold?

Auto Dealer Valuation Insights

The first half of 2022 is behind us, and with school about to start, report cards will be here before we know it. In that same light, the auto industry has published its statistics for the first six months. This post reviews predictions by industry analysts (and us) made at the beginning of the year by analyzing several key metrics. Additionally, we discuss threats that arose during the first half.

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Valuation of Microsoft Inc.

Valutico

Microsoft Inc. Weekly Valuation – Valutico | 5 August 2022. Link to the detailed valuation: click here. Microsoft shares rose 5% in extended trading on Tuesday after the software maker issued an upbeat earnings forecast for the year ahead, despite its quarterly results falling short of analysts’ expectations. Here are the company’s results: Earnings: $2.23 per share, adjusted, versus $2.29 per share as expected by analysts.

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Haynes And Boone Nabs Shearman & Sterling Energy Partner

Law 360 M&A

Haynes and Boone LLP added a former Shearman & Sterling LLP partner to its energy transactions practice in Houston, where he will continue to work on mergers and acquisitions across the oil and gas sector.

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What This Recession Means for M&A

Class VI Partner

The (Likely) Recession and M&A Inflation, rising interest rates, geopolitical conflicts, and continued supply chain constraints have taken their toll on the public markets. Many entrepreneurs are now wondering how these economic and political challenges have or will affect valuations in the private sector. The question is especially pertinent on the heels of a record year in the M&A market.

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First Half Review of Auto Industry by Statistics

Auto Dealer Valuation Insights

The first half of 2022 is behind us, and with school about to start, report cards will be here before we know it. In that same light, the auto industry has published its statistics for the first six months. This post reviews predictions by industry analysts (and us) made at the beginning of the year by analyzing several key metrics. Additionally, we discuss threats that arose during the first half.

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Business meal deduction 2022 – what you should know

Henry Horne

In tax planning for 2022, it’s important to know what deductions you can take for your business so you can keep a record of certain spending activities. The business meal deduction is one to keep in mind when you are out there enjoying your favorite restaurants. Don’t miss: IRS sending balance due notices on paid … Keep Reading. The post Business meal deduction 2022 – what you should know appeared first on Henry+Horne.

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ChemoCentryx Shares Are Jumping 110% Thursday: Here's Why

Benzinga

Shares of ChemoCentryx, Inc. (NASDAQ: CCXI ) are skyrocketing Thursday following a groundbreaking announcement for the biopharmaceutical company. Why Is It Moving? A ChemoCentryx press release announced that Amgen, Inc. (NASDAQ: AMGN ) has acquired the company in an all-cash deal. The $3.7-billion acquisition has a value of $52 per share, which is causing the stock price to explode.

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Engaging Nonprofit Donors at Every Level: A Checklist

Concannon Miller

Nonprofit organizations have been navigating change in almost every aspect of their operations over the past two years, including shifting priorities, a new employment landscape, and changes in fundraising and hosting programs and events. As organizations continue to reimagine what their futures will look like, donor engagement strategies should be reevaluated and refined to ensure they keep up with these other changes.

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Organon Expects Lower EBITDA Margin For FY22, Clocks Mixed Q2 Earnings

Benzinga

Organon & Co's (NYSE: OGN ) Q2 sales decreased 1% Y/Y to $1.59 billion , beating the consensus of $1.54 billion. The sales increased 5%, excluding the impact of foreign currency. Women's Health decreased 2% but increased 1% ex-FX. Nexplanon (etonogestrel implant) grew 8% ex-FX, primarily driven by favorable pricing, demand uptake in the U.S., Full story available on Benzinga.com.

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IRS Announces Indexing Adjustments for 2023 ACA Affordability and Premium Tax Credit Determinations

ThomsonReuters

Rev. Proc. 2022-34, 2022-33 I.R.B. (Aug. 15, 2022). Available at [link]. The IRS has announced 2023 indexing adjustments for important percentages under the Affordable Care Act (ACA). The required contribution percentage is used to determine whether employer-sponsored health coverage is “affordable” for purposes of employer shared responsibility under Code § 4980H.

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Elon Musk's Countersuit Could Be Made Public As Early As Thursday Despite Twitter's Objections: Report

Benzinga

Tesla, Inc. (NASDAQ: TSLA ) CEO Elon Musk’s countersuit against Twitter, Inc. (NYSE: TWTR ) could be made public soon, Reuters reported. Presiding judge Chancellor Kathleen McCormick of Delaware Chancery Court ruled in this regard after Twitter took exception to Musk’s attempt to release the 163-page document on Wednesday. The social media platform contended that it hasn’t been given a chance to redact confidential company-related information.

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Thameslink Rail Operator Steams Ahead With £669M Offer

Law 360 M&A

British railway operator Go-Ahead said on Thursday that it has accepted an increased £669 million ($811 million) offer from a consortium of Australia's Kinetic and Globalvia of Spain, £21 million higher than an initial bid.

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Several S&P 500 Companies Step Up Capital Spending Faster Than Share Buybacks

Benzinga

Big U.S. companies, including Alphabet Inc (NASDAQ: GOOG ), General Motors Company (NYSE: GM ), and PepsiCo Inc (NASDAQ: PEP ), have increased spending on real estate, equipment, and technology. According to the Wall Street Journal report , the move is an encouraging signal to investors amid uncertain macroeconomic trends. Based on results from roughly two-thirds.

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Linklaters, Slaughter Guide Mediclinic £3.7B Takeover

Law 360 M&A

South African health care provider Mediclinic accepted an updated takeover bid on Thursday of £3.7 billion ($4.5 billion) from investors, including its biggest shareholder Remgro, the Linklaters-led consortium said.

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ChemoCentryx Stock More Than Doubles On $4B Buyout

Benzinga

Amgen Inc (NASDAQ: AMGN ) has agreed to acquire ChemoCentryx Inc (NASDAQ: CCXI ) for $52 per share in cash, representing an enterprise value of approximately $3.7 billion. "The acquisition of ChemoCentryx represents a compelling opportunity for Amgen to add to our decades-long leadership in inflammation and nephrology with Tavneos (avacopan), a.

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How an Accountant Future-Proofed His Firm

Accounting Web

Practice Excellence How an Accountant Future-Proofed His Firm.

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Biotech Daily: Amgen, Gilead Go Shopping, Nod For AstraZeneca's Lynparza In Early Stage Breast Cancer, Decision Day For Alzheimer's Associated Hallucinations Candidate

Benzinga

Here's a roundup of top developments in the biotech space over the last 24 hours: Stocks In Focus. AstraZeneca/Merck's Lynparza Scores European Approval In Early Breast Cancer. The European Union has approved AstraZeneca Plc (NASDAQ: AZN ) and Merck & Co Inc's (NYSE: MRK ) Lynparza (olaparib) for human epidermal growth factor receptor 2 (HER2)-negative high-risk early breast cancer previously treated with neoadjuvant or adjuvant chemotherapy.

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Benchmark International Successfully Facilitated the Transaction Between Wilmac Enterprises and Roadone Intermodalogistics

Benchmark Report

Benchmark International’s client Wilmac Enterprises, a full-service transportation solutions provider, has successfully sold to RoadOne IntermodaLogisitics in Randolph, MA.

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