Mon.Aug 01, 2022

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Digital Asset Securities Regulation: A Petition for Rulemaking from Coinbase

Harvard Corporate Governance

Posted by Paul Grewal, Faryar Shirzad, and Thaya Knight, Coinbase, on Monday, August 1, 2022 Editor's Note: Paul Grewal is Chief Legal Officer, Faryar Shirzad is Chief Policy Officer, and Thaya Knight is Senior Public Policy Manager at Coinbase. This post is based on a petition for rulemaking submitted by Coinbase to the SEC regarding Digital Asset Securities Regulation.

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Fortune Brands Acquires UK-Based Aqualisa For $160M

Benzinga

Fortune Brands Home & Security Inc (NYSE: FBHS ) has acquired Aqualisa Holdings (International) Ltd., a manufacturer of shower products, for ~$160 million. Founded in 1976, Aqualisa is headquartered in Westerham, U.K., with ~260 associates. FBHS noted the purchase. Full story available on Benzinga.com.

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A New Chapter in Cyber

Harvard Corporate Governance

Posted by Mary Galligan and Carey Oven, Deloitte LLP, on Monday, August 1, 2022 Editor's Note: Mary Galligan is a Managing Director and Carey Oven is national managing partner at the Center for Board Effectiveness and chief talent officer at Deloitte LLP. This post is based on their Deloitte memorandum. Escalating risk, regulatory focus can drive board oversight of governance.

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Here's Why Global Payments Shares Are Trading Higher Premarket

Benzinga

Global Payments Inc (NYSE: GPN ) reported second-quarter FY22 adjusted net revenue growth of 6% year-on-year to $2.06 billion, missing the consensus of $2.07 billion. The adjusted operating margin expanded 200 basis points to 43.8%. Adjusted EPS of $2.36 beat the consensus of $2.35. Global Payments held $1.93 billion in cash and equivalents. Dividend: The board approved a dividend of $0.25 per share, payable September 30, 2022, to shareholders of record on September 16, 2022.

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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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The Single-Owner Standard and the Public-Private Choice

Harvard Corporate Governance

Posted by Charles Korsmo (Case Western Reserve University) and Minor Myers (University of Connecticut), on Monday, August 1, 2022 Editor's Note: Charles Korsmo is Professor of Law at Case Western Reserve University School of Law and Minor Myers is Professor of Law at the University of Connecticut School of Law. This post is based on their recent paper , forthcoming in the Journal of Corporation Law, and is part of the Delaware law series ; links to other posts in the series are available here.

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PerkinElmer Offloads Applied, Food & Enterprise Services Businesses For ~$2.5B

Benzinga

New Mountain Capital, a growth-oriented investment firm, has agreed to acquire PerkinElmer Inc's (NYSE: PKI ) Applied, Food, and Enterprise Services businesses for up to $2.45 billion. The business is a carve-out from the Discovery & Analytical Solutions segment of PerkinElmer. The acquired business includes PerkinElmer's OneSource laboratory and field services, a portfolio of atomic spectroscopy, molecular spectroscopy, chromatography instruments, consumables, and reagents serving b

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Irreplaceable: How accountants can reverse the DIY tax return trend

ThomsonReuters

The public perception of accountants is typically described as compliance processors or number crunchers—people who balance books and prepare tax returns. Unfortunately, this limited view clouds the true value of accounting professionals and can lead to some people choosing do-it-yourself tax software. After all, what’s the difference when it’s just about plugging in numbers, right?

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Exposing Occupational Licensing Abuses Nationwide

Appraisers Blog

She went from viewing occupational licensing as a necessary means to protect the safety and welfare of the public to a cynical tool promoted by established businesses to erect barriers against innovation and competition. Her experience as a licensed real property appraiser in West Virginia turned out to be the perfect training ground for the study of public corruption, restraint of trade and government overreach.

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Meta, FTC Must Work Together To Clarify Market, Judge Says

Law 360 M&A

A D.C. federal judge on Monday ordered Meta Platforms Inc. to give the U.S. Federal Trade Commission certain information on Facebook, Instagram, WhatsApp and Facebook Messenger features that should be considered "personal social networking," while also ordering the FTC to clarify whether those features are indeed within its market definition.

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Saudi Aramco to buy Valvoline’s products arm for $2.65bn

Financial Times M&A

World’s biggest oil producer says deal will help it expand its downstream activities

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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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Boosting passenger preference for rail

Mckinsey and Company

A new report sheds light on passenger rail’s recovery from the COVID-19 pandemic, and how rail could position itself as one of the preferred choices of transportation for the future.

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Nikola/Romeo Power: auto tech stars forced into distressed consolidation

Financial Times M&A

Electric truckmaker’s deal for battery group is a measured bet on buying and operating a supplier

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‘When it comes to mental health, all countries are developing countries’

Mckinsey and Company

Psychiatrist and Harvard professor Shekhar Saxena defines human health holistically and thinks creatively about how to expand access to mental-health services around the world.

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New Lease Standard: Tips for Implementation

Gross Mendelsohn

The new lease standard is finally here and effective for all private companies and nonprofits for years beginning after December 15, 2021. After years of discussion and several delays, it’s important for private companies and nonprofits to start preparing for the new lease standard. That’s why we created a list of tips and best practices to get your organization headed down the right path toward a successful implementation of the new lease standard, also known as Accounting Standards Codificatio

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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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Small Business Goals: Long Term Key Employee Retention

BV Specialists

One of the biggest challenges facing small businesses today is the ability to attract and retain key employees over the long term. Due to the COVID pandemic, employment practices have quickly evolved into a more challenging arena, especially with the next generation, of educated and talented individuals available in the workplace today. Long-term loyalty with both your existing staff and new hires comes down not only to monetary compensation but will include other perks and incentives not consid

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Infrastructure investing will never be the same

Mckinsey and Company

Traditionally staid and stable, infrastructure investing has been shaken up by revolutions in energy, mobility, and digitization. Here’s how investors can stay ahead of the curve.

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Permira buys stake in distressed debt content provider Reorg

Financial Times M&A

Deal to take over Warburg Pincus’s majority holding reflects heightened interest in specialist data services

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Catching Up With Delaware's Chancery Court

Law 360 M&A

Delaware Chancery Court was running at full speed last week, with new cases involving Skechers, Fleet Feet Sports, and promotion of the University of Florida's athletics programs.

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JD Sports agrees £38m sale of Footasylum after UK watchdog ruling

The Guardian M&A

Deal with German asset management firm Aurelius Group follows CMA concerns JD Sports has agreed a deal to sell Footasylum to the German asset management firm Aurelius Group for less than half the price it originally paid, after it was finally forced to offload the trainer chain by the UK’s competition watchdog. The £38m deal will be completed in the coming weeks, putting an end to a saga that started with JD Sports’ £90m purchase of its rival in 2019 as the FTSE 100 group sought to strengthen it

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DOJ Tells Judge Book Merger Would Reduce Author Pay

Law 360 M&A

Attorneys for the U.S. Department of Justice urged a D.C. federal judge on Monday to block Penguin Random House from buying Simon & Schuster in a planned $2.18 billion deal, contending during opening arguments that the move would cause author compensation to decline.

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Evaluating "Going Concern" Concerns

Machen McChesney

Under U.S. Generally Accepted Accounting Principles (GAAP), financial statements are normally prepared based on the assumption that the company will continue normal business operations into the future. When liquidation is imminent, the liquidation basis of accounting may be used instead.

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Navigating Arbitral Subpoenas In A Post-COVID Landscape

Law 360 M&A

Courts’ mixed enforcement during the pandemic of physical presence and territorial requirements for arbitral subpoenas shows that the rules were not built for a virtual world, making it critical for lawyers to understand the possible limitations on third-party evidence, say Emily Kirsch and Craig Tarasoff at Kirsch & Niehaus.

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UK’s competition enforcer has shot itself in the foot

Financial Times M&A

JD Sports’ CMA-enforced sale of Footasylum ends a sorry saga for all involved

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The Committed Innovator: A conversation with DBS’s Han Kwee Juan

Mckinsey and Company

The Singaporean bank’s chief strategist talks about creating “joyful” banking experiences and a culture of innovation where psychological safety feeds a growth mindset.

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ISS Discusses Class-Action Settlements Requiring Investor Action

Reynolds Holding

Investors have a significant number of opportunities to participate in class actions during the upcoming 3-month period. Specifically, 39 North American settlements valued at $1.14 billion have a claim deadline date from August 1, 2022 – October 31, 2022. The 39 settlements range from a high of $200 million (General Electric Company) to a low of $250,000 (ABTCOIN LLC). 32 of the 39 settlements occurred in U.S.

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Author Talks: Don’t skip the ‘soft stuff’

Mckinsey and Company

No more Ping-Pong breaks or office happy hours? No matter. Melissa Daimler shares how workplace culture can still thrive without an office.

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Deja Vu #11: Can Restricted Stock Studies Be Used to Estimate DLOMs for Dividend-Paying Companies?

Chris Mercer

Introduction. This eleventh post in the Deja Vu series involving restricted stock studies addresses an issue that is rarely mentioned in the context of the studies – of the impact of dividends on restricted stock discounts (RSDs). Shareholder returns come in two forms, current income or dividends (or distributions) and capital appreciation, as can be seen in this simple graphic.

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EU Foreign Subsidies Regulation to Impact EU and Cross-Border M&A Antitrust Review Starting in 2023

National Law Review M&A

Hendrik Viaene Karolien Van der Putten Hannelore Wiame Jurisdiction: European Union Type of Law: Global Mergers & Acquisitions Antitrust & Trade Regulation Corporate & Business Organizations

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DOJ Stresses Risks Of UnitedHealth $13.8B Buy In Court

Law 360 M&A

The U.S. Department of Justice urged a D.C. federal judge in opening arguments Monday to block UnitedHealth Group's planned $13.8 billion purchase of health care technology outfit Change Healthcare, arguing any consequences for abusing data access matter little for an insurance technology unit "dwarfed" by the more profitable UnitedHealthcare.

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How to Have “The Talk” With Your Family Directors

Auto Dealer Valuation Insights

As a parent, you have either already broached the discussion or will at some point: you need to have “The Talk” with your kids. You and your husband or wife do your homework, consult some books or websites for a refresher, and think about how to frame the discussion in a language your kids can understand. You might even ask for advice from a financial advisor or trusted attorney.

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Stealth BioTherapeutics Enters Going Private Agreement

Benzinga

Stealth BioTherapeutics Corp (NASDAQ: MITO ) will be acquired by a consortium of investors led by Morningside Venture (I) Investments Ltd and J. Wood Capital Advisors LLC in an all-cash transaction. Each Stealth Bio will be canceled and cease to exist for. Full story available on Benzinga.com.

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Minority Shareholder’s Petition to Dissolve Seltzer Business Loses Its Fizz

Farrel Fritz

In 1950, Sam Hoffman and his two sons, Hyman and Melvin, founded Brooklyn-based Cornell Beverages, Inc. to manufacture and distribute seltzer. Those were the days when “seltzer men” made weekly home deliveries of cases of siphon seltzer bottles. Seventy years later, the seltzer men and siphon bottles are long gone, and the primary occupation of the third-generation inheritors of the family business seems to be delivering cases of legal papers to each other.

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Estee Lauder Eyes Tom Ford Fashion Brand: WSJ

Benzinga

Estee Lauder Companies Inc (NYSE: EL ) is in talks to acquire the fashion brand Tom Ford in a purported $3 billion deal, the Wall Street Journal reported. If realized, the deal will become Estee Lauder's largest ever acquisition. The report further noted Tom Ford has many other offers as. Full story available on Benzinga.com.

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France's Vinci To Buy 30% Stake In Mexico's OMA For $815M

Law 360 M&A

French construction company Vinci SA said Monday that it will pay $815 million for a 29.9% stake in Mexican airport operator OMA from investment firm Fintech Advisory Inc.

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