Mon.Oct 31, 2022

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Statement by Commissioner Peirce on Proposed Amendments Regarding Service Providers Oversight

Harvard Corporate Governance

Posted by Hester M. Peirce, U.S. Securities and Exchange Commission, on Monday, October 31, 2022 Editor's Note: Hester M. Peirce is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on her recent public statement. The views expressed in this post are those of Commissioner Peirce and do not necessarily reflect those of the Securities and Exchange Commission or its staff.

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How Does Board-Shareholder Engagement Really Work?

Reynolds Holding

Board-shareholder engagement plays an important role in corporate governance. In the last decade, investors have increasingly influenced business decisions, and their activities have extended beyond the formal submission of shareholder resolutions for voting at annual meetings. On their part, directors and managers have kept an open channel of communication.

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Statement by Chair Gensler on Proposed Amendments Regarding Service Providers Oversight

Harvard Corporate Governance

Posted by Gary Gensler, U.S. Securities and Exchange Commission, on Monday, October 31, 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 this post are those of Chair Gensler, and do not necessarily reflect those of the Securities and Exchange Commission or the Staff.

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Stepping up: What COOs will need to succeed in 2023 and beyond

Mckinsey and Company

COOs are increasingly important to corporations, but what skills will they need to perform at their best? Business leaders weigh in.

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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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Penguin Random House’s Bid to Acquire Simon & Schuster Blocked by Judge

NYT M&A

The government’s case blocked the merger of two of the United States’ largest publishers and reflected a more aggressive approach to curbing consolidation. It was closely watched by the publishing industry.

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Deloitte and AuditBoard Team Up to Help Companies Streamline and Enhance the Quality of ESG Program Management and Reporting

Audit Board

LOS ANGELES, CA — October 31, 2022 — Deloitte & Touche LLP and AuditBoard today announced an extension of their strategic business alliance that will help companies simplify environmental, social, and governance (ESG) reporting, unify their ESG data, streamline evidence collection, and automate ESG activities to enable greater visibility. The alliance extension allows companies to address their ESG initiatives by utilizing AuditBoard’s innovative cloud-based platform for audit, risk, and c

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Is Dealmaking Dead? Blackstone Says Not So Fast, Buys Emerson Electric Unit For $14B

Benzinga

Dealmaking may be down, but that hasn't stopped Blackstone Inc. (NYSE: BX ) from inking the largest private-equity buyout in months. What Happened: The firm is close to completing a $14 billion transaction that would see it acquire 55% of Emerson Electric Co. 's (NYSE: EMR ) climate-technologies unit. The deal comes at a time when market volatility has stymied M&A volume.

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Court Blocks Penguin's $2.2B Simon & Schuster Deal

Law 360 M&A

U.S. District Judge Florence Y. Pan issued an order Monday blocking Penguin Random House LLC's planned $2.18 billion purchase of Simon & Schuster after finding the move would likely hurt competition in the market for the rights to anticipated top-selling books.

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The future of mobility: Transforming to be ahead of the opportunity

Mckinsey and Company

As electric mobility gains momentum in India and other countries, it could prompt disruptions and structural shifts in the automotive industry. This report outlines possible strategies for India’s automotive component manufacturers to adapt to these shifts, turning disruptions into an avenue to tap new, emerging value pools.

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Diatribes Against Appraisers

Appraisers Blog

What’s even more frustrating to me is none of the well-known appraiser organizations have offered any public rebuttal to any of these hit pieces, or explained how the appraisal process works as a way to defend appraisers… Census Tract data delineating RACE of the population is the only ammunition the people doing these hit pieces can use to attack appraisers.

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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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Renewable-energy development in a net-zero world: Land, permits, and grids

Mckinsey and Company

Finding large tracts of land for solar and wind farms is getting harder. Developers will have to strengthen capabilities and enhance their operational effectiveness.

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Jack Dorsey rolls his stake into Elon Musk-owned Twitter

Financial Times M&A

Social media platform’s founder gives his latest show of support for takeover

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Inflation fighter and value creator: Procurement’s best-kept secret

Mckinsey and Company

New sources of value are available for businesses that use their procurement function to combat persistent inflation and build resilience amid ongoing turbulence.

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Cineworld Makes Deal To Pursue Buyer, Pay Theater Rent

Law 360 M&A

A Texas bankruptcy judge on Monday gave movie theater chain Cineworld final approval to tap into $1.9 billion in Chapter 11 financing, after hearing that the company had struck a deal with creditors to seek a buyer and pay at least $20 million in back rent.

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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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Blackstone braves frigid debt financing market with $14bn Emerson unit deal

Financial Times M&A

Private equity firm teams up with sovereign wealth funds in buyout of US conglomerate’s climate tech arm

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Musk Dissolves Twitter Board Of Directors After $44B Buy

Law 360 M&A

Tesla Inc. CEO Elon Musk dissolved Twitter's board of directors, leaving him as the sole director of the social media platform that he bought through a $44 billion deal last week, Twitter said in a U.S. Securities and Exchange Commission filing.

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Putting the patient first: A conversation with Roche’s Moritz Hartmann

Mckinsey and Company

The global head of information solutions for a leading healthcare provider explains the importance of technological and management innovation in helping to serve patients in new ways.

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IRobot Shareholder Sues In Del. For $1.7B Amazon Deal Docs

Law 360 M&A

An iRobot Corp. shareholder sued in Delaware's Court of Chancery on Monday for corporate records to investigate events leading up to Amazon.com Inc.'s agreement to buy the company for $61 per share, alleging possible violations of federal securities laws or breaches of fiduciary duty leading up to the deal.

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Conversations in Mobility: Meeting consumer demand with EV charging infrastructure

Mckinsey and Company

In an interview at the M30 Mobility Summit, EVgo’s Cathy Zoi shares her views on the latest developments in mobility.

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My Favorite Law Prof: How I Learned To Put Law Into Practice

Law 360 M&A

Massachusetts U.S. Attorney Rachael Rollins looks back at how Judge Charles Spurlock's trial advocacy class at Northeastern University School of Law challenged her to apply what she had already learned about civil and criminal procedure, evidence and criminal law to solving real-world problems.

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New Acquisition Adds To Thermo Fisher's Specialty Dx Portfolio, Analyst Says

Benzinga

Thermo Fisher Scientific Inc (NASDAQ: TMO ) agreed to acquire The Binding Site from Private Equity Nordic Capital for $2.6 billion , implying an 11x 2023E sales of $242 million. SVB Securities maintains an Outperform rating on the stock. The Binding Site is expected to deliver $220 million in 2022. SVB writes that 11x 2023E sales appear much higher vs. the 6x that Thermo Fisher paid for Phadia ($3.5 billion) in 2011.

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Catching Up With Delaware's Chancery Court

Law 360 M&A

Last week marked the beginning of the end of Elon Musk's Chancery Court dispute with social media giant Twitter — just in time for the court to hear new board disputes at DocuSign and Masimo Corp. and stockholder merger challenges against EVO Payments Inc. and Pzena Investment Management.

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Unfriended? Long-Term Planning and Facebook’s Stock Collapse

Auto Dealer Valuation Insights

Meta Platforms (NASDAQ: META), formerly known as “Facebook,” recently released its third-quarter earnings and guidance for 2023. Let’s just say the market was less than pleased. Meta’s stock fell over 20% in after-hours trading, which is down over 65% year-to-date. Per Figures 1 and 2, the stock is currently sitting at its lowest level since 2016, with a corresponding decline in implied valuation.

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Liberty Mutual Not Responsible For 3M Settlement Costs

Law 360 M&A

Liberty Mutual doesn't owe ceramics manufacturer Ceradyne Inc. any coverage for shareholder lawsuits resulting from its acquisition by 3M, a California federal judge ruled Monday, finding the company didn't suffer a covered loss under its policy.

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Why raising funds for your startup comes at a price

Vested

You would think that raising funds for your business would be a free affair. After all, you’re looking for money to come into your business, not go out. Yet, many founders are taken aback at the hidden costs related to fundraising. If you want to make sure you’re not losing cash when you should be making it, it pays to think ahead. You don’t want to go into a round of pitching to investors only to realise that a chunk of what you’ve raised is about to disappear into thin air.

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Tesla Explored Minority Stake In Glencore, TuSimple Fires Its CEO Amid Regulatory Scrutiny, Twitter Could Reportedly Lose A Fourth Of Its Employees After Takeover: Top Stories Monday, Oct. 31

Benzinga

Washington Post. Twitter Could Reportedly Lose Up To 25% Or More Workforce After Musk's Takeover. Members of Tesla Inc CEO Elon Musk's inner circle discussed with the remaining senior executives of Twitter Inc (NASDAQ: TWTR ) regarding the site's approach to content moderation and laying off 25% of the workforce to start. Twitter has over 7,000 employees.

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Winstead Adds Shareholder From Kelly Hart In Fort Worth

Law 360 M&A

Winstead PC has bolstered its corporate securities and M&A group with the addition of a shareholder in Fort Worth who boasts considerable experience across a broad range of industries.

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Vishay Snaps MaxPower Semiconductor For $50M Cash Plus Earnouts To Serve Fast-Growing EV Market

Benzinga

Vishay Intertechnology, Inc (NYSE: VSH ), a manufacturer of discrete semiconductors and passive electronic components, scooped MaxPower Semiconductor, Inc on October 28. The purchase price included cash consideration of $50.0 million and contingent payments of up to $57.5 million, payable upon achieving certain technology milestones. Vishay will incorporate MaxPower into its MOSFETs reportable segment.

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Lee Speaking at the ESOP Association Fall 2022 Conference

Auto Dealer Valuation Insights

Mercer Capital’s Timothy R. Lee, ASA, and Censeo Advisors’ Adrian R. Loud, CPA, ABV, CFF, CVA, ASA, to present a session on “2022 Valuation Hot Topics & Issues” at the ESOP Association Fall 2022 Conference in Las Vegas, Nevada on November 10, 2022. This hybrid session will cover a wide range of challenging ESOP valuation topics and concerns such as market environments.

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Is The Grill Heating Up? Here's What's Going On With Weber

Benzinga

Weber Inc. (NYSE: WEBR ) shares opened on Monday at $6.78, or roughly $0.53 higher than the buyout bid it received from its majority shareholder last week. Last Tuesday, there were 14,843 call option purchasers for the stock, a 71% increase over the 8,662 call option buyers each day on average. What’s Going On? BDT Capital , the company's majority shareholder with an 86% holding and approximately 62% of the voting power, made an offer to purchase the remaining shares of Weber for $6.25

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The Contract is King: Advancement and Indemnification Under Delaware Law

Farrel Fritz

In last week’s New York Business Divorce, we wrote about an important decision from New York’s highest court, Sage Sys., Inc. v Liss ( NY3d , 2022 NY Slip Op 05918 [Ct App Oct. 20, 2022]). In Sage , the Court of Appeals overturned a line of case law starting with Crossroads ABL LLC v Canaras Capital Mgt., LLC (105 AD3d 645 [1st Dept 2013]). Crossroads announced a judge-made presumption that in the absence of language in an LLC operating agreement expressly “limiting” an indemnity provision to th

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Thermo Fisher Reportedly Close To Buying UK-Based Diagnostic Firm For $2.3B

Benzinga

Thermo Fisher Scientific Inc (NYSE: TMO ) is close to acquiring UK-based diagnostic firm Binding Site from private equity fund Nordic Capital. The lab equipment and supplies giant is reportedly paying more than £2 billion ($2.3 billion) for the deal. Binding Site is developing diagnostic products to detect immune-system disorders and caters to clinicians and laboratory professionals.

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Norman’s Survey of Risk Management Effectiveness

Norman Marks

I would appreciate your helping me with a short survey. It should only take a few minutes. The questions ask for your assessment of the management of risk at your organization, whether you are a board member, in management, a practitioner, a consultant, or hold a different position. I will share the results next week. […].

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Walgreens-Controlled VillageMD In Talks With Summit Health For Possible Takeover

Benzinga

Walgreens Boots Alliance Inc (NASDAQ: WBA ) VillageMD is weighing a merger with Warburg Pincus -backed Summit Health. The deal of VillageMD acquiring Summit would value the combined entity at between $5 billion to $10 billion. An agreement could be reached in the coming weeks, though talks could still fall apart, Bloomberg reported. The talks come as Walgreens rivals, including CVS Health Corp (NYSE: CVS ) and Amazon.com Inc (NASDAQ: AMZN ), push deeper into primary health care through.

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