Fri.Aug 26, 2022

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Weekly Roundup: August 19-25, 2022

Harvard Corporate Governance

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, August 26, 2022 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of August 19-25, 2022. 2021: The Year of CFO Turnover and Strides in Gender Diversity. Posted by Jenna Fisher, Jim Lawson, and Rose Mistri-Somers, Russell Reynolds Associates, on Friday, August 19, 2022.

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Are you ready for collaborative apps?

Avanade

The real gains from Microsoft Teams come when we start to automate common workflows or redesign processes that use the collaboration and communications fundamentals of Teams to drive increased productivity.

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Statement by Commissioner Uyeda on Final Rule Regarding Pay Versus Performance

Harvard Corporate Governance

Posted by Mark T. Uyeda, U.S. Securities and Exchange Commission, on Friday, August 26, 2022 Editor's Note: Mark T. Uyeda is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on his recent public statement. The views expressed in the post are those of Commissioner Uyeda, and do not necessarily reflect those of the Securities and Exchange Commission or the Staff.

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Law Of The Case Is More Nuanced Than You May Think

Law 360 M&A

The recent Seventh Circuit decision in Flynn v. FCA highlights how frequent misconceptions about the law of the case doctrine are, and suggests that litigants should take a hard look at the key qualifications — and quirks — of this narrow and discretionary doctrine before relying on it as a silver bullet, says Michael Soyfer at Quinn Emanuel.

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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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Statement by Chair Gensler on Final Rule Regarding Pay Versus Performance

Harvard Corporate Governance

Posted by Gary Gensler, U.S. Securities and Exchange Commission, on Friday, August 26, 2022 Editor's Note: Gary Gensler is Chair of the U.S. Securities and Exchange Commission. This post is based on his recent public statement. The views expressed in this post are those of Chair Gensler, and do not necessarily reflect those of the Securities and Exchange Commission or the Staff.

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Amazon Is Not Purchasing Electronic Arts, Faber Says: Gaming Stock Pops Premarket On M&A Rumors

Benzinga

Rumors that e-commerce behemoth Amazon.com Inc (NASDAQ: AMZN ) was going to announce an offer to purchase the "Apex Legends" and "Madden NFL" maker Electronic Arts Inc. (NASDAQ: EA ) began to circulate Friday morning. The report originated from the Swedish gaming media company Good Luck Have Fun and was shared by CNBC. The price of EA stock increased by about 15% following the report, but CNBC quickly reported that Amazon is not interested in buying the video game developer.

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Here's Why Micro Focus Shares Are Trading Higher Premarket

Benzinga

Open Text Corp (NASDAQ: OTEX ) subsidiary OpenText UK Holding Limited agreed to acquire Micro Focus Intl PLC (NYSE: MFGP ) for 532 pence per share, implying an enterprise value of $6.0 billion. The purchase offer is roughly twice Micro Focus's closing price on August 25 ($3.13) before news of the takeover came to light. Micro Focus is a software company with $2.7 billion pro forma trailing twelve months.

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AMA: Sophie Bailey, founder of WorkTripp

Vested

UK workers are going to the office 1.5 days a week on average. Pre-pandemic, it was more like 4. That's according to the Office of National Statistics.

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Author Talks: Into the unknown

Mckinsey and Company

Nathan Furr and Susannah Harmon Furr provide a tool kit for navigating the growing uncertainty we face in our lives.

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Donor-Advised Funds Can Add Tax Benefits to Your Charitable Giving

Gross Mendelsohn

Charitable giving is generally a component of a comprehensive tax or estate plan. Receiving a tax benefit for charitable donations used to be a straightforward exercise for taxpayers who itemized deductions. Taxpayers simply made a contribution to a charitable organization and included their donations on Schedule A, Itemized Deductions. Things got a little complicated, however, with the passage of the Tax Cuts and Jobs Act in 2017, when the standard deduction was increased and the deduction for

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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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Aviation recovery boosts earnings of UK satellite operator Inmarsat

Financial Times M&A

Surging orders for in-flight connectivity drive revenues while takeover by ViaSat on track, says chief executive

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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 easyJet’s parent company jetting off in a trademark claim against an auctioneer, law firm Hamlins facing a professional negligence claim from an events management company, and London-based digital bank suing Simmons & Simmons. Here, Law360 looks at these and other new claims in the U.K.

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OpenText/Micro Focus: rolling up the roll-up reduces London’s tech appeal

Financial Times M&A

A bold deal for the Canadian group, which is betting it can get the UK company growing again

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US Gov't Stance On Tech M&A Lacks Merit, Hurts Consumers

Law 360 M&A

Acquisitions in the technology industry often create or integrate markets and benefit consumers in unpredictable ways, which is why U.S. antitrust watchdogs' attacks on recent deals are misguided, says Chris Marchese at NetChoice.

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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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Far(ther)sighted or Blind Ambition: Tech Platform Nets RIA a Big Price

Auto Dealer Valuation Insights

We’re sometimes surprised when we hear about buyers paying 20x EBITDA for RIAs with under $1 billion in assets under management, so you can imagine our reaction to MassMutual Ventures, Bessemer Venture Partners, and Khosla Ventures paying an implied valuation at 20% of AUM and 20x revenue for Farther Finance Advisors, a start-up, tech-heavy RIA with $250 million in AUM.

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Taking the pulse of shifting supply chains

Mckinsey and Company

Our latest survey shows global supply chains on the move.

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Micro Focus shares jump after takeover bid from Canadian rival

Financial Times M&A

OpenText’s all-cash offer values UK software developer at £5.

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GASB issues guidance for developing note disclosures

LaPorte

(authored by RSM US LLP) The GASB has released Concepts Statement No. 7, intended to provide a conceptual framework for establishing consistent accounting and financial reporting standards. The post GASB issues guidance for developing note disclosures first appeared on LaPorte.

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Mineral Aggregator Valuation Multiples Study Released

Auto Dealer Valuation Insights

Mercer Capital has its finger on the pulse of the minerals market. An important trend has been the rise of mineral aggregators, which have largely supplanted the trusts as the primary method of publicly traded minerals ownership. Due to a variety of corporate structures (including master limited partnerships and Up-Cs) and complex capital structures (including preferred equity and non-traded.

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Lessee accounting guide updated

LaPorte

(authored by RSM US LLP) A guide to lessee accounting under ASC 842 has been updated to incorporate guidance from the ASUs issued by the FASB. The post Lessee accounting guide updated first appeared on LaPorte.

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Why You Should Have a Low Credit Card Balance

Financial Analyst Insider

Every credit card comes with a limit. That limit could be $5,000, $10,000, $20,000, or more. Whatever your limit is, you should try your best. The post Why You Should Have a Low Credit Card Balance appeared first on Financial Analyst Insider.

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Miami Atty Rejoins Greenberg Traurig From Holland & Knight

Law 360 M&A

A former Greenberg Traurig LLP attorney who left the firm as an associate six years ago and eventually became a partner with Holland & Knight LLP has rejoined the firm's Miami office as a shareholder in its corporate and Latin America practices.

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Merck's Buyout Of Seagen Hits Speed Braker Over Price Agreement: Report

Benzinga

Merck & Co Inc (NYSE: MRK ) and Seagen Inc (NASDAQ: SGEN ) have not been able to agree on a buyout price, Bloomberg reported. The deal talks have been stalled, for now, threatening Merck's potentially the largest deal in more than a decade, according to people familiar with the matter. Previously, Merck and Seagen's deal was expected to be sealed.

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K&L Gates Adds Stradling Yocca Corporate Atty In OC

Law 360 M&A

K&L Gates LLP is growing its corporate practice with a Stradling Yocca Carlson & Rauth PC corporate attorney who will work as a partner in its Orange County office in Irvine, California.

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The UK National Security Regime Wets Its Feet: UK Government Publishes New Guidance

National Law Review M&A

Jennifer P.M. Marsh Gabriela R. Da Costa Niall J.

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KKR-Led Group Pulls $15B Bid For Ramsay Health Care

Law 360 M&A

Ramsay Health Care is not interested in discussing an "inferior" takeover proposal valued at about AU$84.93 ($58.53) per share put forth this week by a consortium led by private equity firm KKR, although the Australian hospital operator said Friday it remains open to discussions if the group is willing to make an improved bid.

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5 Considerations When Selling a Business to an Individual

Midstreet Blog

If you’re selling a small business, there’s a chance that you’ll attract several individual buyers once your business is listed.

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Chipmaker Alphawave Gets OK To Buy OpenFive For $210M

Law 360 M&A

Anglo-Canadian chipmaker Alphawave IP Group PLC said Friday that it has won regulatory approval to buy OpenFive, a U.S custom silicon business, from chip designer SiFive for $210 million.

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Universal Proxy: SEC Issues 3 CDIs on Rule 14a-19

John Jenkins

With the universal proxy compliance date less than a week away, the SEC yesterday issued three new Proxy Rules and Schedules 14A/14C CDIs addressing issues arising under Rule 14a-19. Unfortunately, the SEC didn’t include links to the individual CDIs, so you’ll need to scroll down to the new Section 139 in order to find them.

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Indian broadcaster NDTV fights back against Adani takeover

Financial Times M&A

Analysts say odds of success for the independent channel are slim

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Australia's Link Group Buys UK Pensions Administrator

Law 360 M&A

Australian financial services giant Link Group said on Friday that it will buy HS Pensions, a retirement savings administrator, as it plans a wider expansion in the U.K. market.

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GISI and Hill International announce enhancements to their strategic merger agreement

Benzinga

All-cash transaction of approximately US$207 million, or $3.40 per share, plus assumed debt, represents a significant premium to Hill's 90-day weighted average stock price. Amendment provides for a price increase from US$2.85 to $3.40 per share, a 19.3% increase from the previous price. LOS ANGELES and PHILADELPHIA, Aug. 27, 2022 (GLOBE NEWSWIRE) -- Global Infrastructure Solutions Inc. ( GISI ) and Hill International, Inc.

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5 Firms Steer Singapore AI Firm's $136M SPAC Merger

Law 360 M&A

Blank-check company Fat Projects Acquisition Corp. has agreed to merge with Singapore-based artificial intelligence technology firm Avanseus, the companies said Friday, in a deal advised by five law firms that implies a pro forma enterprise value of about $135.7 million for the combined company.

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La Mancha Fund Supports Merger of Elemental Royalties and Altus Strategies

Benzinga

LONDON, Aug. 26, 2022 (GLOBE NEWSWIRE) -- La Mancha Fund SCSp (the "Fund"), a fund advised by La Mancha Capital Advisory LLP ("La Mancha"), is pleased to announce its continued support for the now completed merger of two of its portfolio companies Elemental Royalties Corp. ("Elemental") and Altus Strategies plc. The merger has created a diversified and scalable royalty company, to be renamed Elemental Altus Royalties Corp., which La Mancha believes is well positioned to acquire further high-qual

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