Tue.Mar 21, 2023

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Valuation of Goodwill in Mergers and Acquisitions: Approaches, Challenges, and Best Practices

RNC

Mergers and acquisitions (M&A) are common occurrences in the corporate world. These complex transactions involve significant analysis, negotiation, and due diligence. One of the most challenging aspects of M&A is the valuation of goodwill. Goodwill is an intangible asset that is difficult to value, and its inclusion in the transaction can significantly impact the purchase price.

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United States v. Blaszczak Continues to Reshape Insider Trading Law

Harvard Corporate Governance

Posted by Charles J. Clark, Gary Stein, and Craig S. Warkol, Schulte Roth & Zabel LLP, on Tuesday, March 21, 2023 Editor's Note: Charles J. Clark, Gary Stein , and Craig S. Warkol are Partners at Schulte Roth & Zabel LLP. This post is based on their SRZ memorandum. Related research from the Program on Corporate Governance includes Insider Trading via the Corporation (discussed on the Forum here ) by Jesse M.

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What will it take for nuclear power to meet the climate challenge?

Mckinsey and Company

Nuclear power can be an important part of the energy transition. Scaling the industry to meet increasing electricity demand will require leaders to mobilize quickly and efficiently.

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Rodman Ward, Jr.

Harvard Corporate Governance

Posted by Lucian A. Bebchuk and Leo Strine Jr. , on Tuesday, March 21, 2023 Editor's Note: Lucian Bebchuk is the James Barr Ames Professor of Law, Economics, and Finance and Director of the Program on Corporate Governance at Harvard Law School. Leo E. Strine, Jr. is the Michael L. Wachter Distinguished Fellow at the University of Pennsylvania Carey Law School; Senior Fellow, Harvard Program on Corporate Governance; Of Counsel, Wachtell, Lipton, Rosen & Katz; and former Chief Justice and Cha

Finance 224
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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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2023 Q2 Tax Calendar: Key Deadlines for Businesses and Other Employers

Machen McChesney

Here are some of the key tax-related deadlines that apply to businesses and other employers during the second quarter of 2023. Keep in mind that this list isn’t all-inclusive, so there may be additional deadlines that apply to you. Contact us to ensure you meet all applicable deadlines and learn more about the filing requirements.

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Pearson Divests International Online Program Management Business To Regent

Benzinga

Education group Pearson PLC (NYSE: PSO ) agreed to sell Pearson Online Learning Services (POLS) to Regent , a private equity group, for a deferred sum. The business sale concludes the strategic review revealed in August 2022 and marks further progress in reshaping Pearson's portfolio centered around lifelong learning. Regent will pay Pearson 27.5% of POLS' positive Adjusted EBITDA each year.

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The McKinsey Crossword: Room for Expansion | No. 120

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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Braiin Limited, a Leading Precision Agriculture Solutions and Analytics Services Company, Announces Plans to go public via Business Combination with Northern Revival Acquisition Corporation

Business Wire M&A

NEW YORK & SUBIACO, Western Australia--(BUSINESS WIRE)-- #IOT--Revenue and EBITDA positive Braiin is positioned for growth with solutions to improve farm productivity, crop yields, and sustainability

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Shadow Trading, Corporate Investments, and Macroeconomic Risk

Reynolds Holding

Corporate insiders engage in “shadow trading” when they use private information about their own firm to trade in the shares of economically connected companies such as suppliers, customers, or competitors. While legal scholars have long recognized that shadow trading can be profitable, SEC v. Panuwat (a recent case in which the head of business development at a pharmaceutical company traded in the stocks of a competitor) has reinvigorated the debate on the consequences of shadow trading and the

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3 top tips for selling a business

JPAbusiness

If you are considering selling your business, answering ‘yes’ to the following 3 questions is a great start: Price – Is the price market related and does it reflect the value a willing buyer, under the circumstances of the sale transaction, will perceive as fair? Facts – Are the facts on the business or opportunity clear, unambiguous and relevant to the risks, issues and opportunities the risk-taking party will likely perceive in making the purchase?

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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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Knight-Swift Transportation Agrees to Acquire U.S. Xpress Enterprises for $6.15 Per Share

Business Wire M&A

PHOENIX & CHATTANOOGA, Tenn.--(BUSINESS WIRE)--Knight-Swift Transportation Holdings Inc. (NYSE: KNX) ("Knight-Swift") and U.S. Xpress Enterprises, Inc. (NYSE: USX) ("U.S. Xpress") today announced an agreement under which Knight-Swift will acquire U.S. Xpress for a total enterprise value of approximately $808 million, excluding transaction costs. The transaction has been unanimously approved by the Board of Directors of Knight-Swift and a Special Committee of the independent directors of the U.

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Microsoft Beats Gamers' Suit Over Activision Deal, For Now

Law 360 M&A

A California federal judge has followed through on her promise to toss a "very scattershot" antitrust suit challenging Microsoft's $68.7 billion plan to buy Activision Blizzard, but she's giving the video game buyers another chance to amend their suit.

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Atwell acquires Blueline to expand capabilities in the Pacific Northwest

Business Wire M&A

SOUTHFIELD, Mich.--(BUSINESS WIRE)--In its first acquisition of 2023, Atwell has acquired Blueline, a 75-person civil engineering, land planning, and landscape architecture firm based in Kirkland, Washington. Blueline has four offices throughout Washington and serves clients in commercial development, residential development, and public works. Terms of the transaction were not disclosed.

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Bezos, Magic Johnson Among Reported Commanders Suitors

Law 360 M&A

The anticipated sale of the Washington Commanders by Daniel Snyder, and the drama surrounding the team and its controversy-soaked owner, could reach a conclusion in time for the NFL owners' meeting next week in Phoenix. Here, Law360 looks at the main reported candidates — who they are, how they became who they are, and where their interest in owning the Commanders comes from.

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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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Homebot Acquires Quo, a Mobile App for First Time Homebuyers

Business Wire M&A

DENVER--(BUSINESS WIRE)--Homebot, an ASG home education portal that empowers consumers to make smart home finance decisions and facilitates meaningful engagement between loan officers, real estate agents and their clients, today announced its acquisition of Quo Finance (“Quo”), a mobile app that helps first time homebuyers secure their dream home and begin to build wealth.

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Establishing A Record Of Good Faith In Mediation

Law 360 M&A

Viacom v. U.S. Specialty Insurance, and other recent cases, highlight the developing criteria for determining good faith participation in mediation, as well as several practical tips to establish such a record, says Richard Mason at MasonADR.

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First Republic hires Lazard to explore options after share price tumbles

Financial Times M&A

US regional bank has been among the hardest hit in the fallout from Silicon Valley Bank’s collapse

Banking 87
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How to show staff appreciation

ThomsonReuters

In an increasingly competitive business world, the importance of showing gratitude and appreciation to staff members cannot be overstated. In fact, it can be used as a competitive advantage. This is especially true for accounting firms. Whether it’s during the long hours of tax season or just a typical work day, showing your staff you appreciate them can go a long way.

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Following up on Audit Findings

Norman Marks

When I first became a chief audit executive (CAE), I did what pretty much everybody did: instituted a periodic process to follow-up the status of management action plans.

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Why did BlackRock explore a Credit Suisse offer?

Financial Times M&A

Plus, Credit Suisse bankers grapple with reality and Wirecard’s former boss brings start-up lingo to the courtroom

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Tax Court denies bad debt deduction; advances were equity and not debt

LaPorte

(authored by RSM US LLP) Taxpayers intending to treat cash advances as debt for tax purpose should ensure the debt is properly documented, as illustrated by a recent ruling. The post Tax Court denies bad debt deduction; advances were equity and not debt first appeared on LaPorte.

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UBS Buys Back $3B In Debt Issued Before Credit Suisse Deal

Law 360 M&A

UBS Group said Wednesday that it will buy back €2.75 billion ($3.38 billion) of bonds that it issued on Friday, two days before announcing that it would rescue Credit Suisse AG in a $3.2 billion takeover shepherded by Swiss regulators.

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Unpacking the Corporate Transparency Act

Auto Dealer Valuation Insights

On January 1, 2021, Congress enacted the Corporate Transparency Act (the “CTA”) as part of the Anti-Money Laundering Act of 2020. The main purpose of the Corporate Transparency Act is to protect the United States financial system from being used for money laundering and other illicit activities. Effective January 1, 2024, the CTA requires a range of different entities to file a report with the U.S.

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Fi-Foil Purchases Kennedy Insulation Group

IBG Business

Fi-Foil Company, Inc., a Florida-based provider of high-performance insulation systems, has purchased Kennedy Insulation Group. FiFoil Company is a portfolio business of Validor Capital. Terms of the sale were not disclosed at the parties’ requests. Established in Carthage, Missouri, in 2008 by Rick and Chris Kennedy, Kennedy Insulation Group is known nationally for its exclusive VerSola TM multi-layer reflective bubble insulation product, which FiFoil CEO Bill Lippy hailed as “highly complemen

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Boosting customer experience with composable DXP

Avanade

Serving experiences targeted to specific moments within a journey relies on agile technology that can identify, measure, and activate on insights from multiple sources, then generate the right experience at the precise moment to resonate with the customer.

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Ducommun Acquires Aerodynamic Systems Provider BLR Aerospace For Undisclosed Sum

Benzinga

Ducommun Inc (NYSE: DCO ) said it entered into a definitive securities purchase agreement to acquire BLR Aerospace LLC. The financial details of the transaction were not disclosed. BLR provides aerodynamic systems that enhance productivity, performance, and safety of rotary- and fixed-wing aircraft on commercial and. Full story available on Benzinga.

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Expert Q&A: How to Build a Risk Assessment | Ncontracts

N Contracts

The best risk assessments are built from research, analysis, experience and collaboration. That’s according to Monica Bolin, CERP, NCRM. She’s a former chief risk officer with over 30 years of banking experience. She’s also a risk management expert on the Ncontracts product and development team.

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Lucy Scientific Shares Trading Higher On Asset Purchase Agreement Of Psychedelic Assets From Wesana Health

Benzinga

Lucy Scientific Discovery Inc. (NASDAQ: LSDI ) has entered into a definitive asset purchase agreement with Wesana Health Holdings Inc. (OTCQB: WSNAF ). Lucy has agreed to acquire intellectual property and related assets for Wesana’s psilocybin and CBD combination investigational therapy, SANA-013 , and Wesana’s supply of psilocybin which is sufficient to complete all near-term clinical studies.

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Benchmark International Successfully Facilitated The Transaction Between Asolva, Inc. And Harris Computer Systems

Benchmark Report

Benchmark is pleased to announce the transaction between Asolva, Inc, and Harris Computer Systems, a Constellation Software Inc portfolio company. The transaction creates a strategic product expansion for their existing Healthcare companies.

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Why U.S. Xpress Enterprises Shares Are Skyrocketing Today

Benzinga

Knight-Swift Transportation Holdings Inc (NYSE: KNX ) has agreed to acquire U.S. Xpress Enterprises Inc (NYSE: USX ) for a total enterprise value of ~$808 million, excluding transaction costs. The total enterprise value represents Knight-Swift assuming USX's $484 million of outstanding debt and finance leases and purchasing its outstanding equity for $324 million, or $6.15 per share.

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La filiale de Liberty Global plc, Liberty Global Belgium Holding B.V. a l'intention de lancer une offre publique d'acquisition volontaire et conditionnelle sur Telenet Group Holding SA

Business Wire M&A

LONDRES--(BUSINESS WIRE)--Liberty Global plc (NASDAQ: LBTYA, LBTYB et LBTYK) a une filiale indirecte et entièrement détenue, Liberty Global Belgium Holding B.V., une société à responsabilité limitée constituée sous les lois des Pays-Bas (Liberty Global Belgium Holding).

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Freshfields Guides Publisher On Selling £78M Biz To PE Firm

Law 360 M&A

Publishing company Pearson PLC said on Tuesday that it is selling its online program management business to Regent, a private equity company, in a deal steered by Freshfields Bruckhaus Deringer.

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Determining the Share Value of an ESOP Company

Gergory Caruso

As a trustee of an ESOP company, it is important to understand the primary drivers of value. We call them People, Processes, Profits. While simple, if you always keep these factors in mind, it will help you make informed decisions on correctly pricing annual shares. Some details about these simple factors that can help you […] The post Determining the Share Value of an ESOP Company appeared first on The Art of Business Valuation.

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French Tech Co. Sopra Steria To Buy Ordina For €518M

Law 360 M&A

French technology company Sopra Steria will acquire Dutch IT firm Ordina for approximately €518 million ($558 million) in cash to grow operations in the Benelux, the companies said Tuesday.