Thu.Apr 07, 2022

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The Limits of SPAC Sponsor Earnouts

Harvard Corporate Governance

Posted by Michael Klausner (Stanford University) and Michael Ohlrogge (NYU), on Thursday, April 7, 2022 Editor's Note: Michael Klausner is the Nancy and Charles Munger Professor of Business and Professor of Law at Stanford Law School; Michael Ohlrogge is Assistant Professor at NYU School of Law. This post is based on their recent paper. Related research from the Program on Corporate Governance includes SPAC Law and Myths by John C.

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How the fashion industry can get into a metaverse mindset

Mckinsey and Company

Shoppers, particularly those in Gen Z, are spending more time online and exploring the possibilities of the metaverse. Here’s what fashion and luxury players need to know about this emerging frontier.

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Corporate Leadership’s Indispensable Role in Promoting Equality

Harvard Corporate Governance

Posted by Martin Lipton and Leo E. Strine, Jr., Wachtell, Lipton, Rosen & Katz, on Thursday, April 7, 2022 Editor's Note: Martin Lipton is a founding partner of Wachtell, Lipton, Rosen & Katz, specializing in mergers and acquisitions and matters affecting corporate policy and strategy; and Leo E. Strine, Jr. is Michael L. Wachter Distinguished Fellow at the University of Pennsylvania Carey Law School; Senior Fellow, Harvard Program on Corporate Governance; Of Counsel, Wachtell, Lipton, R

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Using machine learning to improve student success in higher education

Mckinsey and Company

Deploying machine learning and advanced analytics thoughtfully and to their full potential may support improvements in student access, success, and the overall student experience.

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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 Registration of Security-Based Swap Execution Facilities

Harvard Corporate Governance

Posted by Gary Gensler, U.S. Securities and Exchange Commission, on Thursday, April 7, 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 the post are those of Chair Gensler, and do not necessarily reflect those of the Securities and Exchange Commission or the Staff.

Banking 181
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Frontline and Euronav in $4.2bn deal to create world’s biggest oil tanker fleet

Financial Times M&A

Merger agreement marks latest bet by Norway-born tycoon John Fredriksen on future of crude shipping

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Toshiba to consider take-private bids

Financial Times M&A

Japanese industrial group will set up special committee to assess offers from PE firms and other investors

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Proposed Regulations Would Base Eligibility for ACA Premium Tax Credits on Affordability of Family Coverage

ThomsonReuters

Proposed Rule: Affordability of Employer Coverage for Family Members of Employees, 26 CFR Part 1, 87 Fed. Reg. __ (Apr. 7, 2022). Available at [link]. The IRS has proposed regulations that would change the eligibility standards for an Affordable Care Act (ACA) premium tax credit (PTC) by providing that affordability of employer-sponsored coverage for an employee’s family members would be based on the employee’s cost to cover the employee and those family members, rather than the cost of employe

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Capital investment is about to surge: Are your operations ready?

Mckinsey and Company

By 2027, about $130 trillion will flood into capital projects. But few organizations today could deliver with the speed and operational efficiency the influx demands.

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Best Practices for Efficient SOX Testing

Audit Board

Testing is a critical part of maintaining Sarbanes-Oxley compliance, but managing SOX testing procedures and documentation can quickly become frustrating without good organization and centralized data. This article and downloadable PDF will help you design a smooth, efficient process with best practices, useful techniques, and ways to engage with control owners at every step of the way.

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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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Risk transformations: The heart, the art, and the science

Mckinsey and Company

Successful large-scale risk transformation requires a combination of heart, art, and science to keep the momentum and deliver sustainable outcomes.

Banking 98
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Court Vacates DOL’s Withdrawal of FLSA Independent Contractor Regulations

ThomsonReuters

Coalition for Workforce Innovation v. Walsh, No. 1:21-cv-00130-MAC (E.D. Tex. Mar. 14, 2022). In 2021, the DOL withdrew regulations on determining whether a worker is an independent contractor for purposes of the Fair Labor Standards Act (FLSA) (see our Checkpoint article ). The regulations had been issued in final form in January 2021 with a March 8, 2021 effective date but were almost immediately subject to a regulatory freeze (see our Checkpoint article ), and then delayed to May 7, 2021 (s

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Author Talks: Get on the performance curve

Mckinsey and Company

By taking pause to assess our default responses, Dr. Laura Watkins says we can take new problem-solving avenues that build our capacity to handle change and complexity.

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CMS Announces 2023 Medicare Part D Benefit Parameters Used for Creditable Coverage Disclosures

ThomsonReuters

Announcement of Calendar Year (CY) 2023 Medicare Advantage (MA) Capitation Rates and Part C and Part D Payment Policies (Apr. 4, 2022); Fact Sheet: 2023 Medicare Advantage and Part D Rate Announcement. Announcement. Fact Sheet. Under Medicare Part D regulations, most group health plan sponsors offering prescription drug coverage to Part D eligible individuals (including active or disabled employees, retirees, COBRA participants, and beneficiaries) must disclose to those individuals and to CMS wh

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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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Industry Risk Trends and Managing KRIs

Audit Board

As the importance of risk management continues to grow in a volatile risk environment, organizations are seeking to examine risk metrics from their key risk indicators (KRIs) to gain insights into top risks and forecast future risks. In this episode of AuditTalk , Scott Cronin (Global Head of SOX Compliance & Controls at BNY Mellon), Serhat Khan (VP of Internal Audit at McDermott International), Kevin Rohrbach (Managing Director, IA and Financial Advisory at Protiviti), and Mary Tarchinski (

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Are There Any Substantiation Requirements for Transit Passes Distributed by a Qualified Transportation Plan?

ThomsonReuters

QUESTION: Our company’s qualified transportation plan allows employees to purchase transit passes with pre-tax compensation. Passes are distributed directly to employees; cash reimbursements are not allowed. Should we require substantiation or certification that an employee is using the pass to get to work? ANSWER: The Code provision authorizing qualified transportation plans indicates that the tax benefits under a qualified transportation plan are for “employees.

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Why CDK Global Shares Are Soaring Today

Benzinga

Brookfield Business Partners, together with institutional partners, agreed to acquire CDK Global Inc (NASDAQ: CDK ) for a total enterprise value of $8.3 billion. Brookfield will initiate a tender offer to acquire all of the outstanding shares of CDK. CDK shareholders will. Full story available on Benzinga.com.

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Spac dealmakers sweeten terms to stem investor flight

Financial Times M&A

Nineteen blank-cheque company mergers have been cancelled in 2022 compared with three a year ago

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Appellate Court Reverses Trial Court Decision That Behavioral Health Claim Guidelines Violated ERISA

ThomsonReuters

Wit v. United Behavioral Health, 2022 WL 850647 (9th Cir. 2022). Available at [link]. The Ninth Circuit has reversed a federal trial court’s ruling that a large insurer breached its fiduciary duty to health plan participants by using overly restrictive guidelines for administering claims. Participants in a class action lawsuit brought claims for breach of fiduciary duty and arbitrary and capricious denial of benefits under ERISA, alleging that they were improperly denied benefits for treatment

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Heard at Day One of 2022 Antitrust Law Spring Meeting

National Law Review M&A

Lisa P. Rumin Anthony S. Ferrara Marisa E. Poncia Alexandra Lewis Jurisdiction: All Federal Graham J. Hyman Type of Law: Antitrust & Trade Regulation Mergers & Acquisitions Litigation / Trial Practice Administrative & Regulatory Criminal Law / Business Crimes Joshua W.

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Spirit Airlines will weigh JetBlue’s takeover offer against its planned merger with Frontier.

NYT M&A

Spirit made the announcement two days after JetBlue made an unsolicited bid to take over the company.

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American Hospital Association Pushes for Updates to Merger Guidelines

National Law Review M&A

E. John Steren Patricia M.

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Discovery Announces New Leaders For Soon-to-be Warner Bros. Discovery

NYT M&A

David Zaslav, the chief executive of Discovery who will lead the new company, appointed many of his longtime lieutenants to key positions.

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Why the post-COVID-19 economic recovery can’t be about ‘growth at all costs’

Mckinsey and Company

The pandemic spurred rapid changes in how consumers and companies behave. How can this new moment create an opportunity for sustainable and inclusive growth?

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FTC's Slaughter Skeptical Of Industry-Specific Merger Policies

Law 360 M&A

Federal Trade Commission member Rebecca Kelly Slaughter cast a measure of doubt Thursday on the idea of industry-specific merger review guidelines, as she and fellow Democrats mull a likely dramatic overhaul of regulations meant to deter anti-competitive transactions and make it easier for antitrust enforcers to challenge deals generally.

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Buffett’s money printer goes brrr

Financial Times M&A

Plus, private equity gears up for politically significant megadeals in Japan and Italy

Equity 75
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Nursing Home Biz Gets Bankruptcy Court OK For $7.1M Sale

Law 360 M&A

Bankrupt nursing home chain American Eagle Delaware Holding Co. LLC won court approval Thursday to sell two underperforming facilities in Florida for $7.1 million, putting it on track to pay down a series of bonds and pave the way toward confirmation of its Chapter 11 later this month.

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What makes the difference for Europe’s top start-ups

Mckinsey and Company

After years of enduring a relative innovation deficit, Europe’s start-up ecosystem is beginning to show renewed promise. The best performing companies offer a model for how to maintain the entrepreneurial momentum.

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David Zaslav overhauls leadership at Warner-Discovery

Financial Times M&A

JB Perrette tapped to lead post-merger company’s streaming business

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Diversity: Number of Women in M&A on the Rise

John Jenkins

According to a recent survey conducted by DataSite, the future of M&A is female. In light of the data suggesting that female-led transactions outperform those led by males, that’s probably a good thing.

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Controlling Tunneling Through Lending Arrangements

Reynolds Holding

In a recent article , I examine how common provisions in lending arrangements (drawing from the LMA and LSTA modal agreements) handle the problem of value diversion in debtor companies. “Tunneling,” which is the expropriation of company value by corporate insiders ( Johnson et al. 2000 ), has been largely considered a problem mainly for (minority) shareholders, as residual claimants.

Banking 64
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Chinese VCs continue to thrive on the European Healthcare market

Fox Corporate Finance

Investors from China continue to show exceptional interest in young life science companies based in Europe. Investments made by Chinese VCs have significantly grown 17-fold over the last five years (from EUR 34m in 2017. Read more. The post Chinese VCs continue to thrive on the European Healthcare market appeared first on FCF Fox Corporate Finance GmbH.

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House passes $42 billion Restaurant Revitalization Fund replenishment

Henry Horne

The U.S. House of Representatives voted today to add $42 billion to the Restaurant Revitalization Fund for food industry businesses that originally applied for a grant. Restaurants that applied previously will not need to reapply. The Restaurant Revitalization Fund was passed in 2021 with $28.6 billion, providing desperately needed assistance to over 100,000 restaurants.

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Integer Adds Proprietary Biomaterial Technologies Via €120M Acquisition

Benzinga

Integer Holdings Corporation (NYSE: ITGR ) acquired Connemara Biomedical Holdings Teoranta and its subsidiaries Aran Biomedical and Proxy Biomedical. Aran offers medical textiles, high precision biomaterial coverings and coatings, and advanced metal and polymer braiding. Aran delivers development and manufacturing solutions for implantable medical devices.