Fri.Mar 17, 2023

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Weekly Roundup: March 10-16, 2023

Harvard Corporate Governance

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, March 17, 2023 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of March 10-16, 2023. Global Corporate Governance Trends for 2023 Posted by Richard Fields and Rusty O’Kelley, Russell Reynolds Associates, on Friday, March 10, 2023 Tags: Corporate governance , Diversity , ESG , EU , TCFD , UK ​ESG Battlegrounds: How the States Are Shaping the Regulatory Landscape in the U

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M&A Deal Killers: Business Deal Breaker #4

Viking Mergers

Deciding to move forward with selling your business can be tough – but also incredibly exciting! After years of building and growing your company, the time has come to begin working on an exit strategy that will benefit you, your business, and your future lifestyle. While exploring different exit options may feel daunting, rest assured that you are not alone, and this is a normal phase in the business owning life cycle.

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UBS in talks to acquire Credit Suisse

Financial Times M&A

Swiss authorities press for merger to stem crisis of confidence in country’s banking sector

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Federal Gift Tax Exclusion and Lifetime Estate Tax Exemption

Biz Equity

Introduction Every business owner will need to exit their company at some point in time, whether it be an opportunistic sale, retirement, disability, or other reasons. A well-thought-out exit strategy is paramount to a smooth transition that leaves the owner(s) with the maximum reward for their years of hard work. Advisors and business owners should be aware of current policies that could impact their exit strategies, including upcoming changes to policies involving annual gift tax exclusions an

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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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Norway's Loke Buys Lockheed Martin's Deep-Sea Mining Business For Undisclosed Sum

Benzinga

Norwegian company Loke Marine Minerals has acquired deep sea mineral business UK Seabed Resources (UKSR) from Lockheed Martin Corp (NYSE: LMT ). Financial terms were not disclosed. UKSR holds a 100% interest in two. Full story available on Benzinga.

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We Need a Lobbyist

Appraisers Blog

Who is going to organize raising the funds and hiring the lobbyist? We are woefully behind the curve here. Myself and many others were organized in the early 1990s and managed to protect the appraisers’ interests for the most part at that time. Here in 2023, there does not appear to be any meaningful response other than the same old anecdotal war stories we pass along among ourselves.

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Women Matter, Spain: Women are still far from top corporate-leadership positions

Mckinsey and Company

Women are well represented in the country’s workforce but are relatively scarce at the top—and that won’t change anytime soon given current promotion trends. Yet companies can act to turn the tide.

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First Republic Plans to Raise Cash by Selling Shares Privately

NYT M&A

After a bailout from the biggest banks, the ailing midsize lender is searching for more help to shore up its finances and soothe the fears of investors and depositors.

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Meeting changing consumer needs: The US retail pharmacy of the future

Mckinsey and Company

In the face of industry headwinds, pharmacies can work to make the most of their distinct advantages to meet shifting consumer needs.

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Close-up on Sources of Substantive Audit Evidence

Machen McChesney

Organizations that understand how auditors verify account balances and transactions can minimize disruptions during audit fieldwork and maximize the effectiveness of financial statement audits. Here’s a summary of the types of “substantive evidence” auditors gather to help them form opinions regarding your financial statements.

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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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Bridging the talent gap in state government postpandemic

Mckinsey and Company

Facing critical staff shortages, state Chief Administrative Officers are moving forward with newly invigorated strategies for attracting and retaining workers.

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ABA Opinion Should Help Clarify Which Ethics Rules Apply

Law 360 M&A

A recent American Bar Association opinion provides key guidance on interpreting ABA Model Rule 8.5's notoriously complex choice-of-law analysis — and should help lawyers authorized to practice in multiple jurisdictions determine which jurisdiction's ethics rules govern their conduct, say attorneys at HWG.

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CEO alpha: A new approach to generating private equity outperformance

Mckinsey and Company

To create and sustain high performance, private equity sponsors must make building distinctive PE CEOs a priority. Here’s how.

Alpha 76
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Microsoft, Sony Spar Over UK's Activision Deal Worries

Law 360 M&A

Sony continues to attack and Microsoft continues to defend its planned $68.7 billion takeover of Activision Blizzard from the United Kingdom's antitrust concerns that the deal could incentivize Microsoft to deny or degrade its rival console maker's access to Call of Duty games.

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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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Bridge gaps in experience with Checkpoint Edge for tax professionals

ThomsonReuters

Accounting has never been known for its “cool factor,” but platforms like Checkpoint Edge are working to change that. The industry is facing significant challenges as more accounting professionals are leaving than joining it. And no, it is not for lack of demand. The work is there and growing, while firms are left struggling to hire and hire quickly.

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Microsoft Licensing Push Is Key To Fate Of Activision Deal

Law 360 M&A

As Microsoft Corp. hashes out a slew of video game licenses in an effort to appease regulators scrutinizing its plan to buy Activision Blizzard for nearly $70 billion, industry sources believe the Xbox-maker's very public strategy to show it doesn't have monopolistic intentions could ultimately seal the mega-deal.

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What are the best tax research sources?

ThomsonReuters

As a trusted advisor to your clients, you understand the importance of having access to credible tax research sources to help you keep pace with today’s complex regulatory environment. This includes both primary and secondary sources of tax laws. Oftentimes, this may be easier said than done given that many of today’s practitioners are so strapped for time considering rising client demands and expectations, as well as staffing constraints.

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Taxation With Representation: Wachtell, Sullivan, Cleary

Law 360 M&A

In this week's Taxation With Representation, Pfizer agreed to acquire Seagen, Silver Lake Capital and the Canada Pension Plan Investment Board said they'll acquire Qualtrics, Apollo Global Management Inc. affiliate-managed funds agreed to buy Univar Solutions Inc., and T-Mobile is set to acquire the parent company of Ryan Reynolds' minority-owned Mint Mobile.

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The times for multiples: Why value creation always comes first

Mckinsey and Company

Beware of solving for enterprise multiples instead of value creation.

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Standard General Appeals Tegna Order To Full FCC

Law 360 M&A

Standard General asked the full Federal Communications Commission on Friday to review an FCC staff decision to send two questions about its merger plan with broadcaster Tegna to an in-house judge, which it said locked the deal in a "fatal deep freeze.

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A Difference of Opinions: Closely-Held vs. Venture-Backed Companies- Part 1 of 2

Exit Strategy

In my transition from valuing venture-backed technology startups to valuing closely-held businesses with between $2 million to $50 million in revenue when I joined Exit Strategies Group four years ago, I noticed major differences in diligence, tools and approaches used in forming these opinions of value. But before I dig into those differences, let’s define […] The post A Difference of Opinions: Closely-Held vs.

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Latest AuditBoard Capabilities Enable Users to Automate Each Step in Their Connected Risk Program

Audit Board

Each quarter, we highlight key capabilities released by AuditBoard. We’ve collected a summary of key features released in Q1 2023 , with the opportunity to learn more about additional product releases in the AuditBoard Help Center. Enhanced Connected Risk Platform Gain more insight into your risk posture with new features like Risk & Control Self-Assessment (RiskOversight), which allows users to assess individual controls against operational risks to more easily identify control weaknesses

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Q4 2022 Earnings Calls

Auto Dealer Valuation Insights

In 2022, fewer than 14 million light vehicles were sold, the lowest level since 2011. Supply constraints hampered production from automakers, which led to higher profits for auto dealers on each vehicle they were able to acquire and sell, both new and used. Vehicle production improved gradually throughout the year, which is anticipated to continue through 2023.

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Benchmark International Successfully Facilitated the Transaction Between Payments and Cards Network BV and PSR Group Limited

Benchmark Report

Benchmark International is delighted to announce the acquisition of Amsterdam-based Payments and Cards Network ( t/a PCN ) by Stafford-based PSR Group. PCN is a specialist recruitment group, placing permanent and temporary staff in fintech and data science roles with leading blue-chip clients, fintech scaleups and leading financial service providers.

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Eagle Ford M&A

Auto Dealer Valuation Insights

Deal activity in the Eagle Ford has increased over the past 12 months, with 13 deals closed compared to 10 that closed in the prior year. What is fueling Eagle Ford’s M&A momentum? Significant volumes of wet gas, NGLs, and rich condensate combined with the proximity to the Port of Corpus Christi. The port is the home of a processing and export market that hit an all-time high for crude oil exports.

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PE Firm Motive Partners Weighs Potential Takeover Of ACI Worldwide

Benzinga

Private equity firm Motive Partners is in talks to snap payments software provider ACI Worldwide, Inc (NASDAQ: ACIW ). The financial terms of the deal remain undisclosed. Motive has been seeking financing in recent weeks for a potential deal for ACI, Bloomberg reports citing familiar sources. Reportedly, ACI, which has long. Full story available on Benzinga.

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UK Objects To US Health Co.'s £1.2B Bid For NHS Supplier

Law 360 M&A

The British antitrust authority said on Friday that a proposed £1.2 billion ($1.46 billion) acquisition of U.K.'s EMIS Group PLC by UnitedHealth Group Inc. of the U.S. is likely to reduce competition in Britain's market for health IT systems and the National Health Service.

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Chart Industries Completes the Acquisition of Howden

Benzinga

Creates a differentiated leading offering across stationary and rotating equipment for multiple applications and end markets, including industrial gas, hydrogen, LNG, water treatment, carbon capture, and energy transition On track to meet or exceed its previously announced targets for $175 million of annualized cost synergies and $150 million of commercial synergies in the first 12 months of ownership Provides calendar year 2023 guidance for the addition of Howden in line with previously communi

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Pornhub owner MindGeek sold to private equity firm

The Guardian M&A

Buyer Ethical Capital Partners targets industries requiring ‘principled ethical leadership’ The company behind the website Pornhub, which has been accused of hosting illegal content, has been sold to a Canadian private equity firm for an undisclosed sum. MindGeek, the subject of a new Netflix documentary that charts the controversies surrounding the pornography site, has been acquired by Ethical Capital Partners (ECP), a firm that targets industries requiring “principled ethical leadership”.

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How Community Bankers Demonstrate Resilience | Ncontracts

N Contracts

When Silicon Valley Bank (SVB) collapsed, it took everyone by surprise. On Monday, no one was worried about the $200 billion-asset bank. By Friday, it was gone.

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Watchdog fears healthcare tech merger could push up NHS costs

The Guardian M&A

CMA gives UnitedHealth and EMIS five working days to tackle concerns over £1.2bn deal The competition watchdog has warned that a proposed merger between two healthcare technology specialists would lead to higher costs and “worse outcomes for the NHS and ultimately patients and UK taxpayers”. The Competition and Markets Authority (CMA) found the £1.2bn deal for the US firm UnitedHealth to buy British rival EMIS could reduce competition to develop and supply digital and data analytics products to

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Tokenizing nontraditional assets: A conversation with Ascend Bit’s Brian Clark

Mckinsey and Company

The chief product officer of a Bangkok start-up explains his company’s mission to leverage blockchain innovation for the mothership.

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Advice to the IIA on their draft Standards

Norman Marks

A little over a week ago, I shared my report on the draft. I urged everybody not only to read the draft carefully and answer their survey, but to share their overall assessment directly with the IIA and on this blog site – so everybody can see and consider all of them.

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UPC CDIs: Do they Make Space for a Current Activist Strategy?

John Jenkins

Activist investors are leveraging one of the CDIs on universal proxy to delay designating the candidates who will actually stand in a contested election. Here’s my post on the Proxy Season blog on TheCorporateCounsel.

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