Wed.Apr 17, 2024

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Pass-Through Voting: Giving Individual Investors a Voice in Corporate Governance

Harvard Corporate Governance

Posted by Danielle Gurrieri and Chuck Callan, Broadridge, on Wednesday, April 17, 2024 Editor's Note: Danielle Gurrieri is Vice President Head of Product Management-Bank, Broker Dealer and Chuck Callan is SVP of Regulatory Affairs at Broadridge. This post is based on their Broadridge memorandum. This proxy season, some of the world’s biggest fund managers are launching or expanding pass-through voting programs to give their fund investors a say on how shares of portfolio companies are voted.

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Another Cannabis Pioneer Expands In Germany Via Acquisition As Experts Say 'There's No Stepping Back' From Legalization Wave

Benzinga

Flora Growth Corp. (NASDAQ: FLGC ) has entered into a definitive agreement to acquire all of the issued and outstanding shares of Germany-based TruHC Pharma GmbH. The company’s latest move to further cement its global footprint comes on the heels of a new German cannabis law that went into effect on April 1, which partially legalizes cannabis by allowing adults over 18 to possess up to 25 grams of dried cannabis and grow three marijuana plants at home.

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Sticky Charters? The Surprisingly Tepid Embrace of Officer-Protecting Waivers in Delaware

Harvard Corporate Governance

Posted by Jens Frankenreiter (Washington University in St. Louis) and Eric Talley (Columbia University), on Wednesday, April 17, 2024 Editor's Note: Jens Frankenreiter is an Associate Professor of Law at Washington University in St. Louis, and Eric Talley is Isidor and Seville Sulzbacher Professor of Law at Columbia Law School. This post is based on their working paper.

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Comment on Leaving the Appraisal Profession by Flash

Appraisers Blog

In reply to Commercial Appraiser. Most Commercial Appraisers I know hardly ever use government approved appraisal forms. Their reports are Narrative Reports created and written reports. So where are the technological advancement and invocation in Commercial Appraisal work other than a digital measuring device verses a measuring tape that I still use today to meet ANSI Standards?

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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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Annual Incentive Plans – Payouts and Performance Alignment

Harvard Corporate Governance

Posted by Melissa Burek and Michael Bonner, Compensation Advisory Partners, on Wednesday, April 17, 2024 Editor's Note: Melissa Burek is a Founding Partner and Michael Bonner is a Principal at Compensation Advisory Partners. This post is based on their CAP memorandum. CAP analyzed annual incentive plan payouts over the past ten years of 120 large U.S. public companies, with a median revenue of $43B.

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Comment on Leaving the Appraisal Profession by Commercial Appraiser

Appraisers Blog

While I respect your perspective, it’s disheartening to see the challenges faced by seasoned appraisers. The evolution of the industry does present hurdles, but it also offers opportunities for adaptation and growth. Embracing technological advancements and continuous learning might help in navigating these changes. Remember, every profession evolves; it’s about finding a balance between tradition and innovation.

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Manatt Adds NY Bankruptcy, Financial Regulatory Partners

Law 360 M&A

Manatt Phelps & Phillips LLP announced that it hired a pair of experienced New York-based attorneys who focus their practices on regulatory matters as partners in its bankruptcy and financial regulatory practices.

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Ancillary Cannabis Co.'s Stock Surges On News Of Merger With California Provider Of CEA Products And Solution

Benzinga

Nature’s Miracle Holding Inc. (NASDAQ: NMHI ) has entered into a term sheet to acquire 100% of all the outstanding shares of Agrify Corporation (NASDAQ: AGFY ). What Happened The California-based agriculture tech company that provides equipment and services to the industry said on Wednesday that it would issue shares of its common stock to acquire Agrify.

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Whitewater Kayaking Makes Me A Better Lawyer

Law 360 M&A

Whether it's seeing clients and their issues from a new perspective, or staying nimble in a moment of intense challenge, the lessons learned from whitewater kayaking transcend the rapids of a river and prepare attorneys for the courtroom and beyond, says Matthew Kent at Alston & Bird.

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A ‘universal human right’: Quality mental healthcare for children

Mckinsey and Company

Improving mental health globally demands an equitable, evidence-based, and holistic approach that encompasses the specific needs of children and young people, says UNICEF’s Zeinab Hijazi.

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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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Valuation Experts Make the First Forbes Top 200 CPAs List

BVR

The Forbes top 200 CPAs list is out. Let's take a look at which valuators made the list.

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Comment on Leaving the Appraisal Profession by Baggins

Appraisers Blog

It’s a Great Time to Leave the Appraisal Profession. I can hear the chorus of my fellow appraisers rising up in disagreement with me.

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F.T.C. Said to Consider Blocking Major Fashion Merger

NYT M&A

Regulators are expected to meet next week to discuss the $8.5 billion deal between Coach’s owner, Tapestry, and Michael Kors’ parent company, Capri Holdings, which would create a U.S. luxury conglomerate.

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Comment on UWM Underwriters Subsidized by Appraisers by Spencer Paul

Appraisers Blog

In reply to Kazys Skirpa. It’s odd that is all that you see. You still have people moving from place to place constantly and only seems to be growing in spite of the present economy and looming recession (if we are not already in one). The market’s have just picked up for seasonal growth in the PNW and I suspect this will be norm across the country until the market tank unexpectantly.

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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 question of identity: Talking with Socure’s Johnny Ayers

Mckinsey and Company

The founder and CEO of digital identity verification and fraud prevention platform Socure describes the challenges and opportunities of AML, KYC, and identity fraud prevention.

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Comment on UWM Underwriters Subsidized by Appraisers by Kazys Skirpa

Appraisers Blog

The appraisal, real estate and mortgage business is going to be horrible for some time. 89% of borrowers have an interest rate below 6%, 78% of borrowers have a rate below 5% while 59.5% have a rate below 4%. 22.6% of borrowers have a rate below 3%. Now rates are above 7% and are going to stay there for a while. Add this to the shortage of a real estate on the market.

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What’s the future for cities in the postpandemic world?

Mckinsey and Company

Leading urban economist Ed Glaeser talks doom loops, hybrid spaces, the 15-minute city, and bumpy roads.

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Comment on UWM Underwriters Subsidized by Appraisers by Larry Fuller

Appraisers Blog

In reply to Pat. If we look at this from an underwriting fee. That means the appraiser is paying fees for the purchaser or borrower to secure the loan. That’s a no go for me. I’ll pass on this work.

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EU Clears Microsoft's $13B OpenAI Investment from Formal Probe: A Relief for Tech Giants

Benzinga

Microsoft Corp’s (NASDAQ: MSFT ) significant $13 billion investment in OpenAI Inc will not undergo a formal investigation by the European Union’s merger watchdogs, alleviating concerns about potential regulatory interventions. The European Commission concluded that the collaboration does not constitute a takeover, and Microsoft does not exercise control over OpenAI’s operations.

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Comment on UWM Underwriters Subsidized by Appraisers by Kazys Skirpa

Appraisers Blog

In reply to Spencer Paul. I don’t know what market you are in. I was in Chicago. Appraisers who I still talk with tell me business is dead. Those on the VA panel get maybe 2 orders a week. During the pandemic, I was doing 8-10, at $550 a pop, that was a good living. The AMC work is being bid down to $300 by desperate appraisers. The real estate business is going to be in the toilet for some time.

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WeWork races to raise cash as Neumann offers to outbid rivals

Financial Times M&A

Co-working group is seeking hundreds of millions of dollars to exit bankruptcy without a sale

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

Appraisers Blog

From the very end, the final page of the linked federal register; / Appraiser independence. Be sure to read that part. Appraiser independence? In your dreams. Direct ordering? Honest reviews from licensed appraisers? The amc industry made sure that did not happen. The lenders whom use amc’s do so to avoid these requirements. The regulatory institutions manage the rules to keep the exceptions open for ‘stake holders’ The never ending alterations to rules is always in motion, so

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Preparing Your Business for Potential Buyers in Mergers and Acquisitions

Sun Acquisitions

In business, mergers and acquisitions (M&A) are common strategies for growth and expansion. If you’re considering selling your business or even just open to the possibility, it’s crucial to prepare for potential buyers effectively. The M&A process is intricate, and getting your business ready can make a significant difference in attracting the right buyers and securing a successful deal.

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Comment on Obscure Federal Official Has Hatched ‘Sick Chicken’ in Housing Sector by Mike Ford, AGA™

Appraisers Blog

Jeremy, you know how high a regard I hold for you personally, and your opinions. Having said that, I think you were remiss in the allegation against ASC generally, and Jim Park in particular. I wanted to send a separate rebuttal letter to AB last week but opted instead to reread and recheck the above article first. This will have to serve as my response.

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Abu Dhabi’s Taqa in talks to buy stake in Spanish utility Naturgy

Financial Times M&A

Gulf energy group in discussions with CVC and GIP about possible acquisition of their shares

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Ex-JPMorgan Analyst Liked 'Winding Up' Autonomy CEO, Jury Told

Law 360 M&A

A former JPMorgan stock analyst testifying Wednesday in the criminal fraud trial of former Autonomy CEO Michael Lynch said that he "took pleasure in winding up Lynch" and once even used a Hitler analogy to describe his performance, but said his critical coverage was never personal.

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Neuropsychiatric-Focused Vanda Pharmaceuticals Rejects Future Pak's Takeover Bid Valued Up To $7.75/Share

Benzinga

On Wednesday, Vanda Pharmaceuticals Inc. (NASDAQ: VNDA ) confirmed that, since March 2024, it had received several unsolicited proposals from Future Pak LLC to acquire all of Vanda’s outstanding shares. The most recent proposal offered $7.25 – $7.75 per share, subject to certain terms and conditions. The current proposal implies a premium of 79.0% to 91.4% to Vanda’s closing price of $4.05 as of April 16, 2024.

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Karuna Investor Ends Suit After Bristol Myers Seals $14B Deal

Law 360 M&A

A Karuna Therapeutics shareholder has dropped her proposed class action after Bristol Myers Squibb completed its $14 billion purchase of the biotechology company, a deal the suit alleged was brought about by misrepresentations to investors to gain their support.

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CoCounsel: The GenAI for tax and accounting professionals

ThomsonReuters

Subscribe on LinkedIn CoCounsel will revolutionize the way you work In times of change and complexity, our powerful technology and generative AI help you move faster, see further, and accomplish more. Today, we are evolving our technological capabilities, empowering you to focus on what matters most. Discover CoCounsel , the powerful generative AI assistant, aimed to transform how professionals work and access information.

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Don't Ignore Problematic Merger Docs, FTC Comp Chief Says

Law 360 M&A

The Federal Trade Commission's top antitrust enforcer urged merging parties Wednesday to be fully open and transparent with reviewing staffers, warning that trying to get enforcers to ignore potentially problematic material just makes their jobs more difficult.

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Why Is Cultivation Solutions Provider Agrify Stock Soaring Today?

Benzinga

Shares of Agrify Corporation (NASDAQ: AGFY ) are soaring after the news of its proposed acquisition. Vertical farming technology and infrastructure provider Nature’s Miracle Holding Inc. (NASDAQ: NMHI ) entered into a term sheet to acquire 100% of all the outstanding shares of Agrify. Each shareholder of Agrify would be expected to receive approximately 0.45 of a share of Nature’s Miracle for each share of Agrify common stock.

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DC Judge Questions 7-Eleven Position On FTC Constraints

Law 360 M&A

A D.C. federal judge on Wednesday pressed counsel for 7-Eleven on the company's claims that only the U.S. attorney general can seek civil penalties on behalf of the Federal Trade Commission, questioning how the commission itself can be limited when the FTC Act gives it the right to take up actions if the U.S. Department of Justice does not.

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McEwen Mining Acquires Timberline To 'Unlock Synergies' In Nevada Gold Operations

Benzinga

McEwen Mining (NYSE: MUX ), a Nevada-based gold and silver producer, has announced an acquisition of a junior gold miner, Timberline Resources (OTCQB: TLRS ). This move comes amid a surge in mergers and acquisitions within the gold sector, driven by increased gold prices and companies seeking synergies to enhance their operations. “The merger with McEwen Mining, at an attractive premium to Timberline’s current trading price, provides our shareholders with continued exposure to Timber

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RTX Investor Sues Brass In Del. For Better Antitrust Oversight

Law 360 M&A

A shareholder of RTX has sued the aerospace and defense giant's current and former officers and directors in Delaware's Court of Chancery, accusing them of failing over a period of at least eight years to prevent antitrust violations in the company's hiring practices.

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