Fri.Apr 05, 2024

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A Deeper Dive into the SEC’s Landmark Climate Disclosure Rules for Public Companies

Harvard Corporate Governance

Posted by Matthew Morreale, Elad Roisman, and Michael L. Arnold, Cravath, Swaine & Moore LLP, on Friday, April 5, 2024 Editor's Note: Matthew Morreale , Elad Roisman , and Michael L. Arnold are Partners at Cravath, Swaine & Moore LLP. This post is based on a Cravath memorandum by Mr. Morreale, Mr. Roisman, Mr. Arnold, John W. White , and Kimberley S.

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BREAKING: Jury Finds Pharma Exec 'Shadow Traded' With Inside Info

Law 360 M&A

A California federal jury found Friday that a former Medivation executive is liable for using inside information from his company when he purchased stock in rival pharmaceutical maker Incyte, in a novel civil "shadow trading" case brought by the U.S. Securities and Exchange Commission.

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Proposed Amendments to DGCL on Stockholder Contracting Would Create More Problems Than They Purportedly Solve

Harvard Corporate Governance

Posted by Sarath Sanga (Yale) and Gabriel Rauterberg (University of Michigan), on Friday, April 5, 2024 Editor's Note: Sarath Sanga is a Professor of Law and Co-Director of the Center for the Study of Corporate Law at Yale Law School and Gabriel Rauterberg is a Professor of Law at the University of Michigan Law School. Related research from the Program on Corporate Governance includes Letting Shareholders Set the Rules by Lucian A.

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Comment on Obscure Federal Official Has Hatched ‘Sick Chicken’ in Housing Sector by Baggins

Appraisers Blog

Deb, great comments. it’s going to take a miracle. Various algorithms are already skewed in favor of a propped up market. Systemic data inaccuracy which allowed for market manipulation is no longer the exception, rather a normalized process. Enter corporate investors now heavily speculating in residential housing. Fitz, a compelling question. Checked TAF USPAP ‘previous editions’ in their store, 2018 is the oldest copy available.

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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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Weekly Roundup: March 29-April 4, 2024

Harvard Corporate Governance

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, April 5, 2024 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of March 29-April 4, 2024 Legal Risk and Insider Trading Posted by Marcin Kacperczyk (Imperial College London) and Emiliano S. Pagnotta (Singapore Management University), on Friday, March 29, 2024 Tags: Insider trading , legal risk , Newman Ruling , stock market , Trading strategies SEC Adopts New Rules for

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Comment on Obscure Federal Official Has Hatched ‘Sick Chicken’ in Housing Sector by Jim Amorin

Appraisers Blog

In reply to Deborah L Smith. Very respectfully, it is clear you have not read the book. I take great care to emphasize the need for a professional appraiser and that artificial intelligence is no replacement. In the hands of a seasoned and conscientious appraiser, Ai tools can assist, but should never be used solely and without great care. They are prone to “hallucinations” much like part of the statement in your post.

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2024 Global Transportation & Logistics Industry Report

Benchmark Report

The global freight & logistics market is forecast to grow to $18.69 billion by 2026 at a compound annual growth rate (CAGR) of 4.4%. Looking solely at logistics, the global logistics market is expected to reach $6.55 trillion by 2027, growing at a CAGR of 4.7% between 2022 and 2027. The freight & logistics market includes the sale of services by companies that transport goods and commodities via rail, air, roads, and water, using large vessels in the process of planning and executing the

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How to comply with the complexities of interim tax reporting

ThomsonReuters

Businesses that do not have sound tax provision processes are at an elevated risk of damaging their company’s financial health. That’s because interim tax reporting plays a pivotal role in providing valuable financial information between annual reporting periods. By understanding the significance of interim tax reporting and following best practices, businesses can effectively navigate this process.

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Bridgepoint rejected higher bid for MotoGP from Ari Emanuel’s TKO

Financial Times M&A

US businessman says his group offered €200mn more than Liberty Media for motorcycle series

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Johnson & Johnson Makes Yet Another Multi-Billion MedTech Deal With Shockwave Medical

Benzinga

Friday, Johnson & Johnson (NYSE: JNJ ) agreed to acquire Shockwave Medical Inc (NASDAQ: SWAV ) for $335.00 per share in cash, corresponding to an enterprise value of approximately $13.1 billion, including cash acquired. The acquisition comes a little more than a year, when in 2022, Johnson & Johnson acquired Abiomed for an upfront payment of $380.00 per share in cash, corresponding to an enterprise value of approximately $16.6 billion.

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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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SBA Loans for New Car Dealerships

Peak Business Valuation

New car dealerships sell new cars, trucks, SUVs, and passenger vans. Over the past 5 years, this industry generated over $1 trillion in revenue. According to IBIS World , we can expect healthy revenue and profit growth to continue in the years to come. As such, now is a great time to start , purchase , or expand a new car dealership. However, this can be financially challenging.

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Meta Looks To Nix FTC's Antitrust Case Over Acquisitions

Law 360 M&A

Meta Platforms urged a D.C. federal court on Friday to toss the Federal Trade Commission's antitrust case against it, saying the agency has found no evidence showing its acquisitions of Instagram and WhatsApp hurt competition or consumers.

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RIA Market Update: Q1 2024

Auto Dealer Valuation Insights

Share prices for most publicly traded asset and wealth management firms trended upward with the broader market during the first quarter of 2024. Alternative asset managers continued to outperform the market and other RIAs, ending the quarter up about 12.6%. On a year-over-year basis, all sectors of RIAs experienced growth as the markets rebounded from the 2022 slump.

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Off The Bench: ACC Drama, Football Firing Suits Intensify

Law 360 M&A

In this week's Off The Bench, Florida State University cannot escape an ACC lawsuit that may enforce a nine-figure penalty against the school if it should leave the conference, while both Northwestern University and the Arizona Cardinals face more legal headaches over their decisions to fire key personnel.

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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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5 Reasons Upstream Sellers Need a Quality of Earnings Report

Auto Dealer Valuation Insights

Apart from a number of headline deals, M&A activity was sidelined for much of 2022 and 2023. But needing to replenish a depleting asset base with quality mineral acreage, stabilizing interest rates, and pent-up M&A demand are expected to compel buyers and sellers to renew their efforts in 2024 and beyond.

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Allianz Selling Mid-Size, Entertainment Biz In $1.4B Deal

Law 360 M&A

Allianz Group said Friday that its corporate and specialty insurance unit is selling off its U.S. insurance business for midsize corporations and entertainment businesses for $450 million in cash to Arch Insurance North America.

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Understanding Form W-2: Wage and Tax Statement for Employers

Meade & Moore

Every employer is required to report wages paid as well as the related withholdings on Form W-2 each year. If filing 250 or more Forms W-2 for 2015, employers must file Copy A in electronic format with the Social Security Administration. It is important to note that the IRS can grant employers a waiver of the electronic filing requirement upon receipt and approval of a written request.

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Private Capital Considerations Amid Market Revival

Law 360 M&A

As improved market conditions position traditional financing to regain lost market share, it's also worth considering the pace and structure of private credit and other forms of private capital, especially when seeking to set unique terms or build new corporate relationships, say attorneys at Skadden.

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Petalfast's Arizona Acquisition Forges Path For New Cannabis Brand Partnerships

Benzinga

Cannabis sales and distribution platform Petalfast announced on Thursday the acquisition of the sales and distribution subsidiary of Arizona-based Flow Distribution. Founded in 2017, Flow has been operating from Phoenix as a cannabis cultivator, manufacturer and distributor. It collaborated with several California cannabis brands such as Stiiizy, Wana and 22 Red, providing statewide sales coverage, marketing, warehousing and logistics.

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US Gas Cos. Delay $7.4B Deal Closing Date Amid FTC Scrutiny

Law 360 M&A

A month after a group of 50 lawmakers urged the Federal Trade Commission to investigate a recent string of mergers and acquisitions in the oil industry, the regulatory agency is putting Chesapeake Energy and Southwestern Energy's planned $7.4 billion merger under the microscope.

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Just Released: Year-End 2023 Auto Dealer Industry Newsletter

Auto Dealer Valuation Insights

We are pleased to release our latest edition of Value Focus: Auto Dealer Industry Newsletter. The newsletter features industry data from year-end 2023. Additionally, this issue includes two timely articles: “Q4 2023 Earnings Calls” and “No Soup for You: Lessons from Seinfeld on Customer Lifetime Value and Brand Loyalty in the Auto Industry.

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Freshfields Reps J&J On $13.1B Deal For Shockwave Medical

Law 360 M&A

Freshfields Bruckhaus Deringer-led Johnson & Johnson has agreed to buy Fenwick & West-advised Shockwave Medical Inc., a provider of a cardiovascular blood flow treatment, at an enterprise value of $13.1 billion, the companies said Friday.

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Hitch in the Haymaker: FTC Request Delays Chesapeake-Southwestern Merger

Benzinga

Chesapeake Energy Corporation (NASDAQ: CHK ) disclosed that its merger with Southwestern Energy Company (NYSE: SWN ) is expected be delayed as the FTC requested additional information and documentary materials from both companies. Consequently, Chesapeake and Southwestern now expects the merger to be completed in the second half of 2024. Earlier, the companies expected the deal to close in the second quarter of 2024.

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Allens-Guided Experian To Acquire Peer Illion For $540M

Law 360 M&A

Experian PLC has agreed to buy Australasian rival credit analyst illion for up to $820 million Australian dollars ($540 million), as the Ireland-based global financial data specialist moves to bolster its presence in the region's growing credit reporting market.

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PATTISON Outdoor Increases Reach With Acquisition of Northern Ontario's Premier Out-of-Home Company

Benzinga

Digital Horizontal Poster, Sudbury, Ontario (Courtesy of Outdoor Exposure) SUDBURY, Ontario, April 05, 2024 (GLOBE NEWSWIRE) -- PATTISON Outdoor Advertising, a leader in the Canadian Out-of-Home advertising industry, has acquired Outdoor Exposure, a prominent outdoor advertising company in Northern Ontario. This strategic move bolsters PATTISON's outdoor inventory, strengthening its presence in key areas of Northern Ontario including North Bay and Sudbury.

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PE Firms Finding Novel Way To Grow: Merging With Peers

Law 360 M&A

The first months of 2024 rang in with multiple megadeals between private equity firms and asset managers, including BlackRock's $12.5 billion Global Infrastructure Partners buy and General Atlantic's combination with Actis, highlighting a growing trend as PE firms strive to diversify their offerings to compete for limited partner dollars.

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Johnson & Johnson buys device maker Shockwave for $13.1bn

Financial Times M&A

US healthcare company is putting cash to work from spinning off its consumer health arm

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Nixon Peabody Adds 2 Attys From Hinckley Allen In Boston

Law 360 M&A

A pair of attorneys have jumped to Nixon Peabody LLP in Boston after spending more than a decade working at Hinckley Allen & Snyder LLP.

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Meridianbet's Live Betting: Celebrating 23 Years at the Heart of Betting Innovation

Benzinga

Unique proprietary tech Dominating with 57,400 pre-match and 53,257 live betting opportunities monthly, totaling 681,084 matches in 2023 alone Empty Bet - setting the company apart from competitors Meridianbet to be acquired by the Golden Matrix Group Inc. ("GMG") (NASDAQ: GMGI ), heralding a new chapter of expanded innovation and global presence Zero-compromise over UX: another reason behind success High level of ethical code Focus on mobile app stability and speed Presence in 15+ marke

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Delaware Double Whammy Casts Doubt on M&A Practices

Cooley M&A

Delaware courts recently issued important decisions that impact M&A dealmakers and lawyers. In this post, we dive into two cases that serve as a reminder that Delaware grounds review of corporate actions in statutory requirements and not market practice, no matter how prevalent. In response, legislation to resolve the ambiguity created by these decisions has been approved by the influential Council of the Corporation Law Section of the Delaware State Bar Association and is expected to be int

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Eagle Shareholders Approve Merger With Star Bulk

Benzinga

STAMFORD, Conn., April 05, 2024 (GLOBE NEWSWIRE) -- Eagle Bulk Shipping Inc. (NYSE: EGLE ) ("Eagle" or the "Company") today announced that its shareholders voted in favor of (1) a proposal to approve and authorize the previously announced Agreement and Plan of Merger, dated December 11, 2023 (the "Merger Agreement"), entered into by and among Star Bulk Carriers Corp.

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Comment on LoanDepot Appraisal Discrimination Settlement by Douglas Kuss

Appraisers Blog

In the realm of real estate appraisal, the precision and defensibility of adjustments are paramount. It’s disconcerting to observe that none of the appraisals presented in this case exhibit any foundational support for their adjustments. The absence of scatterplots for linear regression analysis, pivot tables, correlograms, and boxplots is a glaring oversight, raising significant doubts about the validity of their conclusions.

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Progress Software Corp. Announcement under the Irish Takeover Rules

Benzinga

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS IS AN ANNOUNCEMENT UNDER THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 (THE "TAKEOVER RULES"). IT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER RULES.

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L3Harris To Sell Antenna Business To Kanders For $200M

Law 360 M&A

Florida-based single-family investment officer Kanders & Co. Inc., advised by Ropes & Gray LLP, announced on Friday that it will buy and combine the antenna and related businesses from aerospace and defense company L3Harris Technologies for $200 million.