Harvard Corporate Governance

JULY 28, 2022

Posted by Haimavathi Marlier, Jina Choi, and Michael Birnbaum, Morrison & Foerster LLP, on Thursday, July 28, 2022 Editor's Note: Haimavathi Marlier , Jina Choi , and Michael Birnbaum are partners at Morrison & Foerster LLP. This post is based on a Morrison & Foerster memorandum by Ms. Marlier, Ms. Choi, Mr. Birnbaum and Robert McEntee. In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement

Compliance 211

Compliance Technology 211

Viking Mergers

JULY 28, 2022

With a father in the United States Air Force, Ian Schinelli moved around a lot as a kid. After growing up all over the US, Ian enrolled at Belmont University, right here in Nashville. While earning his Accounting degree, Ian played for the Belmont men’s soccer team throughout his college career. When graduation arrived, Ian faced a choice: continue on the path toward a professional soccer career or become an accountant.

Private Equity Firm 130

Private Equity Firm Equity Business Valuation Marketability 130

Harvard Corporate Governance

JULY 28, 2022

Posted by James R. Copland (Manhattan Institute) and Bernard S. Sharfman (Main Street Investors Coalition Advisory Council), on Thursday, July 28, 2022 Editor's Note: James R. Copland is the director of the Manhattan Institute’s Center for Legal Policy and Bernard S. Sharfman is Chairman of the Main Street Investors Coalition Advisory Council. This post is based on their comment letter submitted to the SEC regarding the Proposed SEC Climate Disclosure Rule.

197

197

Audit Board

JULY 28, 2022

Join Richard Chambers for a new episode of his Agents of Change video series, featuring conversations with internal audit leaders from some of the world’s most prominent organizations about innovation in the profession. In the first of two episodes, Richard sits down with Cynthia Cooper — CEO of Cooper Group, LLC and one of Time Magazine’s persons of the year for her role in unraveling and reporting what would become the largest corporate fraud in history at WorldCom.

Start-ups 98

Start-ups 98

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.

Marketability

Harvard Corporate Governance

JULY 28, 2022

Posted by Gary Gensler, U.S. Securities and Exchange Commission, on Thursday, July 28, 2022 Editor's Note: Gary Gensler is Chair of the U.S. Securities and Exchange Commission. This post is based on his recent remarks at the Center for Audit Quality “Sarbanes-Oxley at 20: The Work Ahead.” The views expressed in the post are those of Chair Gensler, and do not necessarily reflect those of the Securities and Exchange Commission or the Staff.

Finance 189

Finance Marketability 189

Benzinga

JULY 28, 2022

Spirit Airlines, Inc. (NYSE: SAVE ) shares are trading higher after the company, along with JetBlue Airways Corporation (NASDAQ: JBLU ), announced their board of directors have approved a merger agreement for JetBlue to acquire the company for $33.50 per share. JetBlue will purchase Spirit for $33.50 per share in cash including a $2.50 per share pre-payment upon Spirit’s shareholders' approval of the deal, the press release shares.

Enterprise Value 98

Enterprise Value Equity 98

ThomsonReuters

JULY 28, 2022

QUESTION: We sponsor a self-insured health plan for our employees. A TPA handles day-to-day administration of the plan, including processing claims and making payments to health care providers. We understand that HIPAA establishes standards for electronic health care transactions. If the TPA fails to comply with those standards, is the plan potentially liable under HIPAA?

Compliance 97

Compliance 97

Avanade

JULY 28, 2022

The quest for a net zero water supply brings with it potentially daunting challenges, so what can water companies do to reach targets successfully? Read my thoughts on how utilising data and innovation could make all the difference.

97

97

Mckinsey and Company

JULY 28, 2022

It may sound like an outdated term, but apprenticeship remains a powerful tool in today’s businesses for building skills, increasing collaboration, and retaining talent.

95

95

NYT M&A

JULY 28, 2022

The deal, which values Spirit at $3.8 billion, comes a day after Frontier’s bid for Spirit fell apart. It is likely to face antitrust scrutiny.

Mergers & Acquisitions 99

Mergers & Acquisitions 99

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

Corporate Finance

N Contracts

JULY 28, 2022

Last fall the Justice Department (DOJ) promised it would “spare no resource” to ensure “vigorous” fair lending enforcement as part of its Combatting Redlining Initiative.

Compliance 78

Compliance 78

NYT M&A

JULY 28, 2022

The move is a potential blow to Meta’s metaverse efforts and signals a shift in how the Federal Trade Commission is approaching tech deals.

Mergers & Acquisitions 99

Mergers & Acquisitions 99

The Guardian M&A

JULY 28, 2022

Sale comes after purchase of Missguided and earlier acquisition of Studio Retail Mike Ashley’s Frasers Group has snapped up I Saw It First, its second acquisition of an online fast-fashion specialist in as many months. The company said I Saw It First – which was founded and controlled by Jalal Kamani, brother of the Boohoo boss Mahmud Kamani, in 2017 – had more than 5 million shoppers and would “benefit from the strength and scale of Frasers Group’s platform”.

70

70

NYT M&A

JULY 28, 2022

Lina Khan may set off a shift in how Washington regulates competition by filing cases in tech areas before they mature. She faces an uphill climb.

Start-ups 95

Start-ups Mergers & Acquisitions 95

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.

Marketability

Law 360 M&A

JULY 28, 2022

Military veteran claims pushed earplug maker and 3M unit Aearo into bankruptcy, a New Jersey judge ordered an estimation process for talc claims in the Chapter 11 of Johnson & Johnson's talc unit and the founders of bankrupt cryptocurrency hedge fund Three Arrows Capital are not responding to subpoenas. This is the week in bankruptcy.

75

75

Financial Times M&A

JULY 28, 2022

Landmark lawsuit to block virtual reality deal will challenge Big Tech and the legal establishment

95

95

Law 360 M&A

JULY 28, 2022

Twitter Inc. has lobbed its own proposed schedule into the Delaware Chancery Court battle over Elon Musk's effort to walk away from a $44 billion deal to buy the social media platform, accusing the Tesla CEO of misrepresenting Twitter's positions and of "abusive" pretrial demands.

74

74

Mckinsey and Company

JULY 28, 2022

Two mutually reinforcing enablers—a standardized book-and-claim framework and a green supply-chain coalition—can accelerate decarbonization in the transport sector.

76

76

Law 360 M&A

JULY 28, 2022

Former Goldman Sachs banker Brijesh Goel denied insider trading charges at an arraignment Thursday where his lawyer told a Manhattan federal judge that the dealmaker was "shocked" to be arrested and has been unable to sleep since.

73

73

Mckinsey and Company

JULY 28, 2022

The White House wants to make engaging with the government easier. How can agencies meet the challenge?

87

87

Cooley M&A

JULY 28, 2022

Purchase price adjustment mechanisms are common in private M&A transactions to determine the final price to be paid by the buyer. However, the manner in which the price adjustment is achieved varies by jurisdiction. In the US, it is common to adjust the purchase price for cash, any excess or deficit of net working capital relative to a required level of net working capital, unpaid debt, and unpaid transaction expenses of the target business as of the closing, with an adjustment done at closi

Equity 59

Equity Dividends Banking Finance 59

Financial Times M&A

JULY 28, 2022

Deal will create fifth-largest US airline but faces regulatory hurdles

91

91

Mckinsey and Company

JULY 28, 2022

Leaders can both shore up defenses and prepare for growth—if they heed the call for transformational change.

78

78

National Law Review M&A

JULY 28, 2022

Laurie Lebrun Jurisdiction: China Hong Kong Singapore South Korea Japan Australia Type of Law: Global Law Office Management Financial Institutions & Banking Mergers & Acquisitions Corporate & Business Organizations Special highlight:

Banking 52

Banking Marketability 52

Auto Dealer Valuation Insights

JULY 28, 2022

In each “Meet the Team” segment, we highlight a different professional on our Energy team. This week we highlight David Smith, Senior Vice President of Mercer Capital and a senior member of the Oil and Gas Industry Team. The experience and expertise of our professionals allow us to bring a full suite of valuation, transaction advisory, and litigation support services to our clients.

52

52

ThomsonReuters

JULY 28, 2022

Saloojas, Inc. v. Aetna Health of Cal., Inc., 2022 WL 2267786 (N.D. Cal. 2022). Available at [link]. An out-of-network health care provider sued an insurer under the Coronavirus Aid, Relief, and Economic Security (CARES) Act for failing to reimburse the full cost of COVID-19 testing as posted on the provider’s public website. As background, the CARES Act and related agency guidance require group health plans and insurers to cover COVID-19 diagnostic testing without cost-sharing, prior authoriza

Compliance 52

Compliance 52

Henry Horne

JULY 28, 2022

So you’re ready to bring your creative and innovative idea and small business to life. Starting out with a clear understanding of the accounting and tax issues involved in your business will make growing and changing down the road smoother. Here are some important things to know before beginning a business. Don’t miss: Is the … Keep Reading.

Compliance 52

Compliance 52

ThomsonReuters

JULY 28, 2022

HHS: Guidance Letter 2022-04—Health plans’ payment of health care claims using Virtual Credit Cards (VCCs) and adopted Health Insurance Portability and Accountability Act of 1996 (HIPAA) standards for Health Care Electronic Funds Transfers (EFT) and Electronic Remittance Advice (ERA) transactions; 45 Code of Federal Regulations (CFR) §§ 162.1601 and 162.1602(d) FAQs (July 14, 2022).

Treasury 52

Treasury Compliance 52

Concannon Miller

JULY 28, 2022

Companies routinely evaluate opportunities to reduce expenses. With the prices of gasoline, diesel fuel, natural gas and propane surging across the country, many organizations are currently focusing on lowering energy consumption. This process starts with an energy audit. Not only are many of the savings from an energy audit sustainable, "going green" can also add value by demonstrating responsible business practices and engendering support from environmentally conscientious employees, customers

52

52

Benzinga

JULY 28, 2022

Laboratory Corp of America Holdings (NYSE: LH ) plans to spin off its unit focused on the clinical development business. Wall Street Journal was the first to report the news. The clinical drug trial business operates as a Contract Research Organization, providing Phase I-IV clinical trial management, market access, and technology solutions to pharmaceutical and biotechnology organizations.

Technology 52

Technology Marketability 52

Vested

JULY 28, 2022

As a startup, it is crucial that you conduct market research to determine the feasibility of your business idea - regardless of how great you believe it is.

Marketability 52

Marketability 52

Benzinga

JULY 28, 2022

JetBlue Airways Corp (NASDAQ: JBLU ) has agreed to acquire Spirit Airlines Inc (NYSE: SAVE ) for $33.50 per share in cash. The transaction consideration implies an aggregate fully diluted equity value of approximately $3.8 billion and an adjusted enterprise value of $7.6 billion. The purchase price includes a prepayment of $2.50 per share in cash is payable upon Spirit stockholders' approval of the transaction, and a ticking fee of $0.10 per month starting in January 2023 through closing.

Enterprise Value 52

Enterprise Value Equity 52

Financial Times M&A

JULY 28, 2022

As with peers Blackstone and Apollo Global, the buyout business is not as dominant as it once was

Equity 70

Equity 70

Reynolds Holding

JULY 28, 2022

On July 21, 2022, the Department of Justice (DOJ) and the Securities and Exchange Commission (SEC) each brought insider trading charges against a former Coinbase product manager, his brother and a close friend for using material non-public information (MNPI) to purchase a variety of crypto assets prior to announcements by Coinbase that the assets would be listed on the company’s platform.

Marketability 45

Marketability 45