Mon.Aug 22, 2022

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ESG + Incentives 2022 Report

Harvard Corporate Governance

Posted by John Borneman, Jennifer Teefey, and Matthew Mazzoni, Semler Brossy Consulting Group LLC, on Monday, August 22, 2022 Editor's Note: John Borneman is Managing Director, and Jennifer Teefey and Matthew Mazzoni are Senior Associates at Semler Brossy Consulting Group LLC. This post is based on a Semler Brossy memorandum by Mr. Borneman, Ms. Teefey, Mr.

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What Does Jack Dorsey Know? Elon Musk Subpoenas Twitter Co-Founder Ahead Of Trial

Benzinga

The battle between social media platform Twitter Inc (NYSE: TWTR ) and Tesla Inc (NASDAQ: TSLA ) CEO Elon Musk continues to heat up: Musk has subpoenaed former Twitter CEO Jack Dorsey ahead of the Oct. 17 trial scheduled to decide whether Musk will be forced to acquire Twitter at an original purchase price of $44 billion. What Happened: Musk’s legal team has subpoenaed Dorsey ahead of the trial.

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More Prescriptive Proposals, Less Support for 2022 Proxy Season

Harvard Corporate Governance

Posted by Cydney Posner, Cooley LLP, on Monday, August 22, 2022 Editor's Note: Cydney S. Posner is special counsel at Cooley LLP. This post is based on her Cooley memorandum. This proxy season, companies saw more shareholder proposals than in the past, a change that has been widely attributed to actions by the SEC and its Division of Corporation Finance that had the effect of making exclusion of shareholder proposals—particularly proposals related to environmental and social issues—more of a ch

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A Deep Dive Into The Glass Ceiling Report: Women In Law

Law 360 M&A

Law firms are working to improve diversity, equity and inclusion in their ranks. But Law360 Pulse's Glass Ceiling Report: Women in Law shows only modest growth in the number of female lawyers in private practice in the U.S.

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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 Proposed SEC Climate Disclosure Rule: A Comment from Shivaram Rajgopal

Harvard Corporate Governance

Posted by Shivaram Rajgopal (Columbia University), on Monday, August 22, 2022 Editor's Note: Shivaram Rajgopal is the Roy Bernard Kester and T.W. Byrnes Professor of Accounting and Auditing at Columbia Business School. This post is based on his comment letter submitted to the U.S. Securities and Exchange Commission regarding the Proposed SEC Climate Disclosure Rule.

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Hub Group Acquires Fulfillment Solutions Provider Tagg Logistics

Benzinga

. Hub Group, a provider of transportation and logistics management solutions, on Monday announced that it acquired e-commerce, business-to-business and omnichannel fulfillment company Tagg Logistics for $103 million in cash. The acquisition will expand Hub Group's warehouse footprint from about 5 million square feet to over 9 million square feet.

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Freshfields, Cooley Lead As EBay Buys $295M Card Game Co.

Law 360 M&A

E-commerce giant eBay Inc. on Monday agreed to buy card game retailer TCGplayer for $295 million, in a deal that is meant to bolster the buyer's selection of available playing cards for collectors and was put together with help from respective legal advisers Freshfields Bruckhaus Deringer LLP and Cooley LLP.

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Perspectives on model risk management of cybersecurity solutions in banking

Mckinsey and Company

The sooner banks start their journey and establish an effective approach to model risk management of cybersecurity solutions, the quicker they will be able to manage risk and establish controls.

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Supplier of Rare Earth Metals Buys Mining Rights in Greenland

NYT M&A

Neo Performance Materials of Canada announced a deal to begin mining in Greenland for the metals, which are a key component for electric cars.

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Building resilience: The history and future of US crisis management

Mckinsey and Company

The crisis management community has made great progress on building resilience in the past two decades, but much work remains to prepare for a future of more frequent and damaging disasters.

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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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Hub Group expands its fulfillment solutions offering through the acquisition of TAGG Logistics

Benzinga

Transaction Highlights: Expands Hub Group's consolidation and fulfillment solutions offering, growing footprint to 9 million square feet. Drives continued diversification into non-asset based logistics and brokerage, which now represents over 40% of total revenue. Significant cross-selling synergies for both TAGG's and Hub's customers.

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Banking on growth: Ensuring the future prosperity of Japan

Mckinsey and Company

Following the launch of Japan’s national strategy to revitalize growth, Japanese banks have renewed opportunities to become engines of prosperity by playing various roles in support of growth.

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Catching Up With Delaware's Chancery Court

Law 360 M&A

Shareholders of Santander Consumer USA, La Jolla Pharmaceutical, Nektar Therapeutics and Inovalon Holdings filed new suits in Delaware's Court of Chancery last week, and attorneys for billionaire Elon Musk and Twitter Inc. deforested a small hillside to document an increasing number of discovery disputes.

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Musk subpoenas Twitter co-founder Jack Dorsey in takeover fight

Financial Times M&A

Billionaire seeks former CEO’s communications with other executives about platform’s users

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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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A Cautionary Tale On Diversity Jurisdiction From The 6th Circ.

Law 360 M&A

The Sixth Circuit’s recent opinion in Akno 1010 Market St. v. Pourtaghi highlights the importance of properly establishing citizenship of all parties before filing a federal lawsuit under diversity jurisdiction rules, and shows how overlooking jurisdiction issues could undo years of litigation, say Lauren Snyder and Charles Loeser at Harris Wiltshire.

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Target net zero: A journey to decarbonizing the public sector

Mckinsey and Company

Government organizations can shape decarbonization policies but also help reduce global emissions by transforming their own operations and supply chains.

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Occidental: Warren Buffett’s wobbly warrants may still fuel a full bid

Financial Times M&A

The Sage of Omaha has accumulated a fifth of the company and has approval to buy up to 50 per cent

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New Saudi Companies Law 2022: Key Changes, and Next Steps for Companies in KSA

National Law Review M&A

Ibrahim Siddiki Jasem Alanizy Amelia Bowring Jurisdiction: Saudi Arabia Type of Law: Global Election Law / Legislative News Corporate & Business Organizations Mergers & Acquisitions Financial Institutions & Banking

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Vodafone to sell Hungarian business for $1.8bn to state-backed groups

Financial Times M&A

Deal will help consolidate PM Viktor Orbán’s influence in sector

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Your Priority Areas for the Next Quarter: Effective Goal Examples

Rhythm Systems

A new quarter is starting. It is time to discuss, prioritize and choose your top priorities for the new quarter. How do you do this? How do you decide what are the best ideas and priorities to execute?

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Twitter Founder Drawn Into Del. Fight Over $44B Musk Deal

Law 360 M&A

Twitter Inc. founder Jack Dorsey was swept up Monday in the tidal wave of subpoenas triggered by Elon Musk's attempted breakout from a $44 billion offer to buy the social media company, with Delaware's Court of Chancery now planning an argument on a separate discovery dispute.

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Benchmark International (Still) Ranked #1 Sell-Side, Privately Owned M&A Advisors In The World By Pitchbook Global League Tables

Benchmark Report

PitchBook has released their Q2 2022 Global League Tables , and Benchmark International has once again received several impressive rankings. The firm remains ranked as the #1 Privately Owned Sell-Side M&A Advisors in the World and is ranked as the 10th Most Active Investment Bank in the United States. This ranking puts Benchmark International ahead of other well-known firms, including Morgan Stanley, Deloitte, Woodbridge International, and Bank of America Securities.

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CVR Refining To Settle Forced Buyback Suit For $78.5M

Law 360 M&A

Former unit holders of Carl Icahn-affiliated CVR Refining LP have agreed to settle for $78.5 million their Delaware Chancery Court lawsuit claiming that an involuntary buyback in 2019 cost them $148 million.

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Review of Key Economic Indicators for Family Businesses

Auto Dealer Valuation Insights

With economic data for 2Q22 trickling in, we take a look at a few key trends that developed during the quarter. Volatile equity markets, ongoing inflationary concerns, and rising interest rates drove headlines in the second quarter of the year. The information in this post provides a concise and unbiased look at some of the trends that manifested themselves during the quarter.

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Endo Unit Seeks To Stop Termination Of Drug License Deal

Law 360 M&A

An Endo International affiliate Monday asked a New York bankruptcy judge to prevent another pharmaceutical company from canceling pre-Chapter 11 asset purchase and drug licensing deals, denying that it breached the contracts.

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Cynthia Cooper Weighs in on Corporate Culture and Ethical Decision-Making

Audit Board

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 second 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.

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3 Firms Lead $1.6B Go-Private Sale Of Fintech CSI

Law 360 M&A

Computer Services Inc., a provider of financial services and regulatory technology, will be taken private by investment firms Centerbridge Partners LP and Bridgeport Partners in a $1.6 billion deal guided by Nelson Mullins Riley & Scarborough, Kirkland & Ellis and Weil Gotshal & Manges, the companies said Monday.

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Why Amazon Is Sending Signify Health Shares Higher Today

Benzinga

Signify Health Inc (NYSE: SGFY ) shares are trading higher Monday following media reports that Amazon.com Inc (NASDAQ: AMZN ) may be interested in acquiring the company. According to a Wall Street Journal report , Signify is for sale via an auction, which could value the company at more than $8 billion. Bids are. Full story available on Benzinga.com.

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Vodafone Agrees To Sell Hungary Telecoms Biz For $1.8B

Law 360 M&A

Vodafone Group PLC said on Monday it is selling its entire Hungarian business for 715 billion forints ($1.8 billion) in cash to private Hungarian operator 4iG PLC and the state-run telecoms business.

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Teleflex Beefs Up Its Bariatric Surgery Portfolio With This $170M Acquisition

Benzinga

Teleflex Incorporated (NYSE: TFX ) has agreed to acquire Standard Bariatrics Inc for an upfront cash payment of $170 million and additional consideration of up to $130 million in milestone payments. Standard Bariatrics offers innovative powered stapling technology for bariatric surgery. The acquisition is expected to be completed in early Q4 of 2022.

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Never the Twain Shall Meet: Damages Claims Do Not Offset the Purchase Price in Buy-Sell Agreements

Farrel Fritz

Nestled between Broadway and Church Street in New York City’s hottest neighborhood is the landmarked, stone-façade building at 66-68 Reade Street. Now marketed as the superluxury boutique condominium complex 66 Reade , the historic building and its cast iron columns evoke the most stately parts of New York City’s architectural polish. The conversion of 66 Reade to luxury condominiums was the product of a 15-year partnership between Jean Hieber, the owner of the property, and Fred Taverna, Hiebe

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eBay Bolsters Attractive Trading Cards Category Via This Acquisition

Benzinga

eBay Inc (NASDAQ: EBAY ) has agreed to acquire TCGplayer , a marketplace for collectible card game enthusiasts, for a total deal value of up to $295 million. The acquisition complements eBay's focus category strategy and provides strategic omnichannel capabilities like order fulfillment and cart. Full story available on Benzinga.com.

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US Fintech Co. Gets FCA Nod To Buy UK Money Payment Biz

Law 360 M&A

The Financial Conduct Authority has approved the €685,000 ($685,000) sale of a money transfer company in England to Future FinTech, according to the U.S. company.

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Heartland Express Buys Contract Freighters Truckload Business For $525M

Benzinga

Heartland Express, Inc. (NASDAQ: HTLD ) has agreed to acquire the Contract Freighters non-dedicated U.S. dry van and temperature-controlled truckload business and CFI Logistica operations in Mexico (CFI) from TFI International Inc (NYSE: TFII ) for a cash enterprise value of $525 million. Joplin, Missouri-based CFI provides dry van and temperature-controlled truckload services to major customers throughout the U.S. and into Mexico and Canada.