Mon.May 20, 2024

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The governance of director compensation

Harvard Corporate Governance

Posted by Lily Fang (INSEAD) and Sterling Huang (SMU), on Monday, May 20, 2024 Editor's Note: Lily Fang is a Professor of Finance at INSEAD and Sterling Huang is an Associate Professor of Accounting at Singapore Management University. This post is based on their recent article forthcoming in the Journal of Financial Economics. Despite an extensive literature on CEO and executive compensation spurred by public concerns about corporate governance and excess compensation, director compensation has

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Six Ways Cost Synergies Are A Benefit Of M&A

Benchmark Report

In any merger or acquisition, the buyer and seller anticipate synergy will be crucial. Synergy in M&A can manifest in several forms, but cost synergy is one of these critical areas. It is essential to note that cost synergy is not the same as revenue or financial synergy. We will delve into those topics in upcoming articles.

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SEC No Action Statistics to May 1, 2024

Harvard Corporate Governance

Posted by Sanford Lewis, Shareholder Rights Group, on Monday, May 20, 2024 Editor's Note: Sanford Lewis is Director of the Shareholder Rights Group. This post is based on his Shareholder Rights Group memorandum. Evaluation of SEC staff no action decisions on shareholder proposals from November 1, 2023 to May 1, 2024 demonstrates that the SEC has supported company requests for exclusion of proposals roughly 68% of the time.

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FTC Says Albertsons Execs Deleted Texts In Kroger Case

Law 360 M&A

Kroger and the Federal Trade Commission are at each other's throats over discovery in the agency's in-house challenge to the grocery giant's $25 billion merger with Albertsons and in district court, with the grocers accusing the agency of "running out the clock" and the FTC accusing the grocers of deleting text messages.

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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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Comment on Fannie, Freddie’s Offshore Gambit Imperils Privacy of Millions by John

Appraisers Blog

So, what has happened to the one’s constitutional “right to privacy”, homeowners and appraisers included, how about, appraiser’s confidentiality with their work ? Pretty sure these groups don’t care. I am glad I retired last week after 46 years in this profession.

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Valuation Purposes: Divorce

BV Specialists

Many of us know how difficult it is when you are going through a divorce, and as a business owner, the stakes are even higher. On top of the anguish and mental toll, a divorce can take on you personally, if you own a company or your soon-to-be ex-spouse owns one, and you need to consider this asset as part of the settlement, the first thing you will need to do is obtain a current valuation.

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Are UK boards ‘too hot to trot’ in selling off companies?

Financial Times M&A

More clarity is needed from government on which companies should be protected

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Comment on Fannie, Freddie’s Offshore Gambit Imperils Privacy of Millions by Retired Appraiser

Appraisers Blog

First Amazon plants their ears (Alexa) in your residence and now this? Who will be the first to shove their snoot under your door and “sell your smell” to the highest bidder?

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Top Anglo shareholder backs break-up plan as clock ticks for BHP

Financial Times M&A

Legal & General says it is confident Anglo’s management can deliver as miner fends off interest from larger rival

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Comment on Fannie, Freddie’s Offshore Gambit Imperils Privacy of Millions by John

Appraisers Blog

If one does not believe, their constitutional “right to privacy” is gone, read the above AGAIN. Does “confidentiality of our work”, mean anything? I retired last week after 46 years in this profession. For those who are planning on staying in the business, I can only wish you the best !

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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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MultiMetaVerse Stock Jumps On Proposed Acquisition Of Bowong AI - What's On The Cards?

Benzinga

MultiMetaVerse Holdings Limited (NASDAQ: MMV ), an animation and entertainment company, has signed a non-binding term sheet to acquire 100% of Bowong Technology (Shenzhen) Co., Ltd. and its subsidiaries. MMV will issue Class A ordinary shares as consideration, subject to further due diligence and negotiation, with a one-year lock-up period. MMV has an exclusive 90-day period to finalize a definitive agreement to acquire Bowong AI.

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Comment on Fannie, Freddie’s Offshore Gambit Imperils Privacy of Millions by Robert N. Mossuto Jr.

Appraisers Blog

Fannie and Freddie are under government conservatorship, yet they get away with this crap. What they are doing is an invasion of privacy and it puts US citizens in peril. There’s those at Fannie and Freddie that should be locked in cells for this injustice. Yet our government does nothing. Crickets! Shame on you Uncle Sam!

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Tax Tips When Buying the Assets of a Business

Machen McChesney

After experiencing a downturn in 2023, merger and acquisition activity in several sectors is rebounding in 2024. If you’re buying a business, you want the best results possible after taxes.

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Comment on Fannie, Freddie’s Offshore Gambit Imperils Privacy of Millions by PD

Appraisers Blog

Fannie actions mirror the Chinese spying on their citizen’s. This is really scarry stuff. Endorsed by the US Gov or not, it’s a private company. Pure BS.

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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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Why Overseas Shipholding Shares Are Rocketing Premarket Monday

Benzinga

Overseas Shipholding Group, Inc. (NYSE: OSG ) shares are trading higher after the company announced it entered into a definitive merger agreement to be acquired by Saltchuk Resources. The transaction is valued at an aggregate equity value of around $653 million and a total transaction value of $950 million. As per the terms, Saltchuk will commence a tender offer to fully acquire Overseas Shipholding it does not already own for $8.50 per share in cash.

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Comment on No Mandatory AMC Use by cc

Appraisers Blog

UWM has taken over as the AMC and the lender. (lots of google results) and they just added a fee to EVERY order. If the order comes over at $700 that sounds great… but its not $700 Its 700-$29 lender QC fee 700-$16 platform fee 700-$20.60 fee which is a percentage that slides around. In addition, they MANDATE you ONLY use Stripe to get paid and they take an extra ~3% fee out of your pay. 700=700-29-16-20.60-21=613.

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BHP's Acquisition Deadline Approaches As Anglo's $9B Project Faces Uncertainty

Benzinga

BHP Group ‘s (NYSE: BHP ) pursuit of Anglo American (OTCQX: AAUKF ) has become increasingly complex as a May 22 deadline approaches. BHP’s initial $43 billion offer to acquire its rival has been rejected twice, prompting BHP to weigh a revised proposal. However, BHP hesitates to move forward without some sign of reciprocation from Anglo, at a pivotal time for the industry since copper and gold just hit fresh all-time highs.

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Comment on No Mandatory AMC Use by Baggins

Appraisers Blog

In reply to cc. One then considers if this operational method would require ANOW to register as an amc appraisal management company or not. There is specific regulatory language there that can be reviewed. How does that go again? If a company oversees more than so many appraisers and controls aspects of engagement, selects appraisers, defined as an appraisal management company, must register as such, etc, etc.

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Prada chief rules out big acquisitions

Financial Times M&A

Andrea Guerra suggests Italian luxury group is not looking to snap up competitors such as Armani or Versace

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Comment on Fannie, Freddie’s Offshore Gambit Imperils Privacy of Millions by Pat

Appraisers Blog

The offshore firm will data-mine millions of images showing the personal spaces of U.S. homeowners and tenants thanks to Fannie & Freddie.

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London-listed Keywords Studios says it will accept £2bn offer

The Guardian M&A

Video game services company backs EQT private equity bid in latest foreign move on UK-listed firm Business live – latest updates The video game services company Keywords Studios has said it would be willing to accept a £2bn buyout offer, in the latest foreign takeover of a London-listed business. Shares in the Dublin-headquartered Keywords jumped 62% on Monday morning after it said it would be minded to recommend an offer from the Swedish private equity investor EQT Group.

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Comment on Fannie, Freddie’s Offshore Gambit Imperils Privacy of Millions by Mark Hastert

Appraisers Blog

The offshore firm will data-mine millions of images showing the personal spaces of U.S. homeowners and tenants thanks to Fannie & Freddie.

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Carlyle seeks to buy Christmas in Japan with KFC bid

Financial Times M&A

Private equity group’s move to take over Japanese operations of fried chicken chain is a tender offer

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Comment on Fannie, Freddie’s Offshore Gambit Imperils Privacy of Millions by Cassandra

Appraisers Blog

The offshore firm will data-mine millions of images showing the personal spaces of U.S. homeowners and tenants thanks to Fannie & Freddie.

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Tax effects of cancellation of debt across different entities

LaPorte

(authored by RSM US LLP) Explore the tax implications of debt cancellation across different entities with our introductory guide on CODI. The post Tax effects of cancellation of debt across different entities first appeared on LaPorte.

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Comment on Fannie, Freddie’s Offshore Gambit Imperils Privacy of Millions by Spencer Paul

Appraisers Blog

The offshore firm will data-mine millions of images showing the personal spaces of U.S. homeowners and tenants thanks to Fannie & Freddie.

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Autonomy CEO Reaped $516M From HP Acquisition, Jurors Told

Law 360 M&A

Ex-Autonomy CEO Michael Lynch took home more than $516 million from the software company's $11.7 billion sale to HP, an FBI agent testified Monday as the government's last witness in a trial over allegations Lynch duped HP into overpaying to buy the company.

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Cannabis Merger Canceled: Nature's Miracle And Agrify Terminate Agreement Citing Unfavorable Market Conditions

Benzinga

Nature’s Miracle Holding Inc. (NASDAQ: NMHI ), a vertical farming technology and infrastructure provider, and Agrify Corporation (NASDAQ: AGFY ), a leader in cultivation and extraction technologies for the cannabis industry , have mutually agreed to terminate their previously announced merger plan due to unfavorable market conditions. The decision, announced Monday, comes just four days after the merger plan was initially revealed.

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Caterpillar, Equipment Co. Seek New Trial After $100M Verdict

Law 360 M&A

Caterpillar and a defunct equipment importer have asked a Delaware federal court for a new trial after a jury cleared Caterpillar of antitrust violations but found it caused the importer $100 million in damages by interfering with its contract.

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$60B TAM Target: CyberArk Bolsters Machine Identity Solutions With Venafi Acquisition

Benzinga

CyberArk Software Ltd. (NASDAQ: CYBR ) inked a deal to acquire Venafi from Thoma Bravo for an enterprise value of $1.54 billion. The acquisition value includes around $1 billion in cash and about $540 million in shares. The transaction is expected to close in the second half of 2024, subject to customary closing conditions. Post closure, the company expects Venafi to add around $150 million in annual recurring revenue (ARR).

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Alaska Airlines Rips Antitrust Suit Over $1.9B Hawaiian Merger

Law 360 M&A

Alaska Airlines has told a federal judge that its proposed merger with Hawaiian Airlines would enhance consumer choice and lower fares, rejecting allegations in an antitrust lawsuit that it would diminish service, cut jobs and erase a legacy brand in the Aloha State.

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Dating App Maker Bumble Acquires Geneva To Enhance Community Focus

Benzinga

Dating app company Bumble Inc. (NASDAQ: BMBL ) has announced plans to acquire Geneva , an app designed for group and community connections based on shared interests. The financial terms were not disclosed. Bumble’s suite of apps currently includes Bumble, Badoo, Fruitz for dating, Official for committed relationships, Bumble For Friends for friendships, and Bumble Bizz for professional networking.

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Chancery Preserves Most Of Super Group SPAC Suit

Law 360 M&A

A shareholder of a blank-check company who's suing its sponsor and top leaders in Delaware's Court of Chancery got the green light Monday to move ahead with most of his proposed class claims related to the SPAC's $4.75 billion merger with the online sports betting company that runs online casinos Betway and Spin.

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Why Is Independent Bank Group Stock Surging Today?

Benzinga

Independent Bank Group, Inc. (NASDAQ: IBTX ) shares are trading higher after the company inked a deal to be acquired by SouthState Corporation (NYSE: SSB ) in an all-stock transaction valued at around $2 billion. As per the terms, Independent Bank shareholders will receive 0.60 shares of SouthState stock for each share they hold. This equates to $48.51 based on SouthState’s closing stock price of $80.85 as of May 17, representing a premium of over 10% to IBTX’s last closing price of

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