Thu.Jan 19, 2023

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Susan DuRoss to lead the IVSC Standards Review Board

IVSC

IVSC is pleased to announce that Susan DuRoss has been appointed the new Chair of the Standards Review Board (“SRB”). Susan will take up the role in March 2023 and takes over from Mark Zyla who has led the board since 2017.

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Climate Risk Factors Soar at Largest Public Companies

Harvard Corporate Governance

Posted by Dean Kingsley, Matt Solomon, Deloitte & Touche LLP, and Kristen Jaconi (USC Marshall), on Thursday, January 19, 2023 Editor's Note: Dean Kingsley is a Principal and Matt Solomon is a Senior Manager at Deloitte & Touche LLP.

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All This Will Do is CREATE BIAS!

Appraisers Blog

All this will do is CREATE BIAS… How does one stay unbiased if they repeatedly get sued or raked over the coals every time they do an honest, true appraisal that does not meet the expectation of untrained members of the general public… Does bias exist? Of course. Does it exist in appraising?

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Trends in Forum Selection Provisions, Merger Objection Class Actions and SPACs Continue To Shape Securities Litigation

Harvard Corporate Governance

Posted by Virginia Milstead, William J. O'Brien III, Skadden, Arps, Slate, Meagher & Flom LLP, on Thursday, January 19, 2023 Editor's Note: Virginia Milstead is a Partner, and William J. O’Brien III is Counsel at Skadden, Arps, Slate, Meagher & Flom LLP. This post is based on their Skadden memorandum. Key Points State courts are enforcing federal forum provisions for cases under the Securities Act, encouraging companies to amend their charters or bylaws to add these clauses.

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Rethinking Growth: The Fight to Become and Stay Profitable

Speaker: Aleksey Krylov, CFA - Chief Financial Officer at CytoImmune Therapeutics

Join Aleksey Krylov, corporate finance expert and CFO at CytoImmune Therapeutics, for an insightful overview of working capital management and managing profitability.

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What is generative AI?

McKinsey Public & Social Sector Insights

Generative artificial intelligence (AI) describes algorithms (such as ChatGPT) that can be used to create new content, including audio, code, images, text, simulations, and videos. Recent new breakthroughs in the field have the potential to drastically change the way we approach content creation.

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A Texas-Sized Fraud: Bookkeeper Embezzles $29M from Texas Family

Gross Mendelsohn

Barbara Chalmers, 74, pleaded guilty in December 2022 to an embezzlement scheme of at least $29 million over the past decade. Chalmers was the bookkeeper for a charitable foundation and multiple companies run by the family of Jim Collins, a prominent Dallas businessman and former congressman.

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A Pressing Topic for the Corporate Social Voice

Reynolds Holding

The frightening deficiencies in U.S. public health preparedness are an appropriate, and pressing, topic to be addressed by the recently dormant corporate social voice.

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Developing dual awareness

McKinsey Public & Social Sector Insights

Leaders faced with volatility and uncertainty will benefit from building a keen awareness of both themselves and the operating environment around them. Insights on People and Organizational Performance Leadership Decision-making

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Live Ventures Acquires Flooring Liquidators For $84M; Hopes Deal To Increase Revenue By 50%

Benzinga

Live Ventures Inc (NASDAQ: LIVE ) has acquired the outstanding equity interests of Flooring Liquidators Inc , in a transaction valued at approximately $84 million.

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Author Talks: A food-loving economist crafts a recipe for humane capitalism

McKinsey Public & Social Sector Insights

Using the history of common foods and goods, Ha-Joon Chang explains the economics of industrial policy and the relationship between freedom and capitalism. McKinsey on Books

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Internal Audit and ESG: My Opinion

Norman Marks

I have seen several articles and blog posts lamenting the apparent fact that internal audit teams are not spending a large percentage of their audit plan addressing ESG risks. CIO.com defines ESG as: Environmental, social, and corporate governance (ESG) is a strategic framework for identifying, assessing, and addressing organizational objectives and activities ranging from the […] Risk audit boards compliance ERM ESG governance GRC IIA risk

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Sun Pharma to Acquire Concert Pharmaceuticals, Advancing the Potential Treatment of Alopecia Areata

Business Wire M&A

MUMBAI & LEXINGTON, Mass.--(BUSINESS BUSINESS WIRE) - $CNCE--Sun Pharma to acquire Concert Pharmaceuticals

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Nass Valley Gardens To Acquire CBD Company Super Scientific Laboratories

Benzinga

Nass Valley Gardens Inc. ,

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Vanta Accelerates Enterprise Momentum with the Acquisition of Trustpage

Business Wire M&A

SAN FRANCISCO--(BUSINESS WIRE)--Vanta, the leading trust management platform, announced today its acquisition of Trustpage to transform trust into a marketable advantage for companies around the world.

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CoinDesk Ropes In Lazard Advisors To Weigh Sale: Report

Benzinga

Coinbase Global, Inc (NASDAQ: COIN ) reportedly hired Lazard, Ltd (NYSE: LAZ ) advisors as it explored a potential sale that would remove it from Barry Silbert's Digital Currency Group (DCG).

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PTV Group, Econolite, and Conundra Continue their Integration by Creating Two Strong and Distinct Businesses, Mobility and Logistics

Business Wire M&A

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Structuring the Acquisition of an S Corporation

National Law Review M&A

Ben Gruen Jurisdiction: All Federal Type of Law: Corporate & Business Organizations Mergers & Acquisitions Special highlight

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FNZ to acquire YieldX, accelerating the personalization of wealth management solutions across the U.S. market

Business Wire M&A

MIAMI--(BUSINESS WIRE)--FNZ, the global wealth management platform, has agreed to acquire YieldX, a U.S.-based based provider of fixed income portfolio management technology, optimization services and direct indexing tools for the wealth management industry.

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Requirements for Form 1099-NEC Filers

LaPorte

The Louisiana Department of Revenue (LDR) issued information for all business that are required to file with the IRS, for the tax year 2022, Forms… The post Requirements for Form 1099-NEC Filers first appeared on LaPorte.

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Interim Guidance on Stock Buyback Excise Tax Confirms Broad Application to M&A and Capital Market Transactions

Cooley M&A

The Inflation Reduction Act imposes a 1% excise tax on certain repurchases of stock of publicly traded US corporations (“Covered Corporations”) effected after December 31, 2022 (the “Excise Tax”). [1]

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Massachusetts home care provider Best of Care, Inc. acquires Moving Mentor Inc.

Business Wire M&A

QUINCY, Mass.--(BUSINESS BUSINESS WIRE)--Home care provider Best of Care, Inc. has acquired Moving Mentor, Inc., a move management, organizing, and consulting company

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Hagens Berman Atty Accuses Quinn Emanuel Of Gender Bias

Law 360 M&A

A Hagens Berman Sobol Shapiro attorney representing Facebook users in an antitrust suit against the social media giant told a California federal judge Thursday that her co-lead attorneys from Quinn Emanuel Urquhart & Sullivan gave her views less weight "because of my gender," prompting a Quinn Emanuel lawyer to strongly deny the claim

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GTY Technology Acquires Ion Wave Technologies to Enhance Best-of-Breed eProcurement Offering to Public Sector

Business Wire M&A

BOSTON--(BUSINESS WIRE)--GTY Technology Holdings Inc. (“GTY”), GTY”), leading provider of cloud-based solutions for the public sector, has acquired Ion Wave Technologies to complement existing GTY eProcurement solutions from Bonfire and DemandStar, cementing its foothold as the fastest growing eProcurement solution provider in North America. Furthermore, this acquisition enables GTY to expand into a new business category – K-12 education administration – with Ion Wave’s SpedTrack solution.

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Playtika Seeks To Buy 'Angry Birds' Maker For Nearly $739M

Law 360 M&A

Israeli mobile gaming entertainment and technology company Playtika Holding Corp. announced Thursday that it has offered to buy the Angry Birds franchise owner and video game developer Rovio for €683 million ($738.7 million) in an all-cash deal

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Playtika Announces Premium, All Cash Proposal To Acquire Rovio Entertainment For EUR 9.05 Per Share

Business Wire M&A

HERZLIYA, Israel--(BUSINESS WIRE)--Playtika Holding Corp. NASDAQ: PLTK), a leading mobile gaming company and monetization platform, today announced it submitted a revised proposal to the Board of Directors of Rovio Entertainment Corporation (“Rovio”) (ROVIO.HE) to acquire Rovio for EUR 9.05 per share in cash. The non-binding proposal, which is not subject to any financing conditions, was submitted to the Rovio Board of Directors on January 19, 2023, and represents an improvement over an initia

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DC Circ. Asks About Impact Of Wash. State Albertsons Case

Law 360 M&A

The D.C. Circuit has asked state-level enforcers looking to stop Albertsons Cos. from paying a $4 billion dividend ahead of its planned merger with Kroger Co. what the impact will be of a ruling from Washington state's Supreme Court this week removing a temporary block on the payment

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Armour Excavating Acquires John D. Adams Trucking d/b/a JDAT

Business Wire M&A

KERRVILLE, Texas--(BUSINESS WIRE)--Armour Excavating LLC (“Armour Excavating”), a provider of excavating, cedar clearing, and aggregate delivery services, is pleased to announce that it has acquired John D. Adams Trucking d/b/a JDAT, an aggregate delivery trucking company known for its reliability and quality services based in Kerrville, TX. “In In looking for a potential acquirer of my business, Armour Excavating checked all the boxes for me.

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Telecom-Focused SPAC Hangs Up Plans For $300M IPO

Law 360 M&A

Special-purpose acquisition company 5G Edge Acquisition Corp., which had planned to acquire a technology, media or telecommunications business, on Thursday withdrew a filing for a $300 million initial public offering, marking the latest SPAC to decide against going public

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VillageMD Welcomes Dallas Internal Medicine and Geriatric Specialists, PLLC and Continues Expansion in the Dallas Area

Business Wire M&A

CHICAGO & DALLAS--(BUSINESS WIRE)--VillageMD announced today it acquired Dallas Internal Medicine and Geriatrics Specialists, PLLC, which provides patients with comprehensive medical care that encompasses internal medicine, geriatric medicine, and urgent care services. Dr. Marina Vengalil, Dr. Anthony Nguyen and Dr. Hashim Majeed founded Dallas Internal Medicine and Geriatric Specialists with the goal of providing primary care to their patients through every life stage. Patients will be able to

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Chief of DOJ’s Criminal Division Announces Revisions to Corporate Enforcement Policy

Reynolds Holding

Professor O’Sullivan, thank you for that kind introduction. It’s a pleasure to be here with you all today [January 17] at Georgetown. Not only am I an alum of the Law Center, I’m an alum of this building, Gewirz Residence Hall. Much has changed since I was a student here. There was no International Law Building, no Ginsburg Fitness Center, no courtyard.

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M&A Trends: Last Year Wasn’t Great for “Mega Deals” Either

John Jenkins

According to an analysis by Bloomberg Law’s Emily Rouleau, “mega deals” didn’t escape the overall downturn in M&A activity last year: After reaching an annual deal count of 46 in boom-year 2021—which was one of the highest annual counts of mega deals on record, according to Bloomberg data—a total of 34 M&A mega deals, valued […

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10 years under EMIR and it may change again…

Simply Treasury

EMIR, reminder EMIR stands for “European Market Infrastructure Regulation” and has been passed on December 19th, 2012 and enacted on March 15th, 2013. The European Market Infrastructure Regulation is an EU regulation aimed at reducing systemic counterparty and operational risk and thereby prevent future financial system collapses. Its focus is regulation of over the counter (OTC) derivatives, central counterparties, and trade repositories.

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How to increase the value of tax data collection

ThomsonReuters

Leveraging a powerful workflow engine can deliver the intelligent tax automation , control improvement, and greater visibility tax teams need to make more strategic decisions, mitigate risk, and successfully orchestrate the entire direct tax process.

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Value Drivers for a Dry Cleaning Business

Peak Business Valuation

The dry cleaning industry suffered greatly during the pandemic. While the economy has recovered, this industry is not expected to heal completely. Due to cheaper dry cleaning alternatives and businesses resorting to casual attire, a decline in the industry will likely occur.

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DOL Issues 2023 Adjusted Penalty Amounts

ThomsonReuters

Federal Civil Penalties Inflation Adjustment Act Annual Adjustments for 2023, 29 CFR Part 2575, 88 Fed. 2210 (Jan. 13, 2023) Available at [link] The DOL has announced the 2023 annual adjustments to the civil monetary penalties for a wide range of benefit-related violations.

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Dough Deal Unwound To Protect UK Grocers, Consumers

Law 360 M&A

The Competition and Markets Authority said on Friday that it will force Cérélia to sell its Jus-Rol brand, which it bought from General Mills, in a move to protect retailers and shoppers from paying higher prices for pizza and pâtisserie dough