Mon.Mar 18, 2024

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Chancery Rejects Validity of “New Wave” Stockholder Agreement Terms

Harvard Corporate Governance

Posted by Iliana Ongun, Neil Whoriskey, and Dean Sattler, Milbank LLP, on Monday, March 18, 2024 Editor's Note: Iliana Ongun , Neil Whoriskey , and Dean Sattler are Partners at Milbank LLP. This post is based on a Milbank memorandum by Ms. Ongun, Mr. Whoriskey, Mr. Sattler, Scott Golenbock , Ben Fidler , and Marc Kilani and is part of the Delaware law series ; links to other posts in the series are available here.

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The human side of generative AI: Creating a path to productivity

Mckinsey and Company

The number of employees who use generative AI is expected to soar, freeing many to focus on higher-level cognitive work. Can organizations use this moment to make jobs more people centric?

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Avoiding Hanging Chads in Corporate Voting in 2024

Harvard Corporate Governance

Posted by Paul Washington, The Conference Board and Broadridge, on Monday, March 18, 2024 Editor's Note: Paul Washington is Executive Director of the ESG Center at the Conference Board and Chair of the Independent Steering Committee of Broadridge. This post is based on his Broadridge memorandum. Related research from the Program on Corporate Governance includes Universal Proxies (discussed on the Forum here ) by Scott Hirst; Does Shareholder Proxy Access Improve Firm Value?

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Better together: Process and task mining, a powerful AI combo

Mckinsey and Company

Two AI-enabled approaches are changing the way companies identify operational improvement opportunities. Individually powerful, together they can be transformative.

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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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When Private Equity Came for the Music Industry

NYT M&A

Private equity is cannibalizing the music industry by buying up old hits and pushing them back into our cultural consciousness.

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Ex-Autonomy CEO's Fraud Trial Over $11.7B HP Deal Kicks Off

Law 360 M&A

Autonomy's former CEO Michael Lynch duped HP into buying his company at the inflated price of $11.7 billion, a federal prosecutor said Monday during opening statements in the British entrepreneur's criminal trial, while Lynch's lawyer countered his client had "all the money in the world" and no motive to commit fraud.

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James D. Robinson III, Former Chief of American Express, Dies at 88

NYT M&A

He led the company from 1977 to 1993 and helped transform Wall Street into a more competitive financial marketplace.

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Tips for Preventing Disbursement Fraud In Your Business

Gross Mendelsohn

As a Certified Fraud Examiner, I have investigated dozens of employee embezzlements that occurred at small businesses. Many of those embezzlements were committed by bookkeepers through disbursement fraud schemes.

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Fraud management perspectives for Latin America

Mckinsey and Company

A new survey of the Latin American fraud landscape reveals that most fraud goes unnoticed as companies struggle to keep up with the dynamics of the fraud landscape.

Banking 84
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2024 ISA Education Foundation Scholarship Applications Open

ISA

3/18/2024 12:00:00 AM Each year the ISA Education Foundation awards scholarships to qualifying applicants to support their growth professionally and academically. The application will be available March 15, 2024. The deadline is May 15th, 2024, and scholarship awards will be announced on June 1st, 2024. If you are interested in a scholarship to advance your skillset and career, please read below and apply today!

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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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How the world’s best hotels deliver exceptional customer experience

Mckinsey and Company

Luxury hotels know that the secret to top-tier customer experience is a culture of excellence.

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Exxon chief says Guyana clash will not hurt relationship with Chevron

Financial Times M&A

Darren Woods explains ‘business is business’ as US supermajor pursues case that threatens $53bn Hess deal

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Now Could Be a Great Time to Transfer Stock to Heirs

Auto Dealer Valuation Insights

Rising inflation has been top of mind for business owners (and everyone for that matter) over the last few years. As measured by the Federal Reserve’s preferred gauge — the personal consumption expenditures price index — inflation increased from an average of 1.5% in 2019 and 2020 to 5.0% in 2022. Inflation has since decelerated from its peak in 2022 to 2.

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Pfizer To Cut Stake In Sensodyne Toothpaste-Maker Haleon, Potentially Worth £2B

Benzinga

Pfizer Inc (NYSE: PFE ) plans to slash its stake to approximately 24% in Consumer healthcare giant Haleon Plc (NYSE: HLN ) This move follows Pfizer’s earlier announcement that it will gradually divest its ownership in Haleon. The offer price per share is set to be disclosed around March 19, after a book-building process, as stated by Haleon. Pfizer intends to sell around 630 million shares, valued at about £2 billion based on Haleon’s closing price on Friday.

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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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New York Appellate Court’s Split Decision Involving Delaware LLC Pits “Harsh” Contractarianism Against “Fundamental Fairness”

Farrel Fritz

Last week, the Manhattan-based Appellate Division, First Department, handed down one of the more intriguing decisions by a New York court I’ve seen in a long time involving a dispute between LLC members. The central issue in the case, brought by an investor in a Delaware LLC against the LLC’s controller, is whether an oral agreement between two sophisticated entrepreneurs, in which the controller allegedly induced the investment by guaranteeing to cash out the plaintiff’s position under either o

Equity 59
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SEC Fines Supervisor $47K Over Revenue Inflation Claims

Law 360 M&A

A former finance director of water treatment company Evoqua Water Technologies Corp. will pay the U.S. Securities and Exchange Commission nearly $47,000 to resolve claims that he was part of a scheme to inflate the company's revenue by $36 million.

Finance 52
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Exxon CEO Denies Interest in Buying Hess, Focuses on Preemption Rights In Dispute with Chevron: Report

Benzinga

Exxon Mobil Corporation (NYSE: XOM ) CEO Darren Woods reportedly stated that the company is not aiming to buy Hess Corporation (NYSE: HES ). Instead, Exxon is trying to secure preemption rights over Hess’ Guyana assets in its dispute with Chevron Corporation (NYSE: CVX ), reported Reuters. In his first public remarks on the company’s purpose of an arbitration case that could block Chevron’s $53 billion deal for Hess, Woods reportedly said that they would not have waited for Che

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Latham-Led Talos Sells Carbon Capture Co. In $148M Deal

Law 360 M&A

Talos Energy, represented by Latham & Watkins LLP, announced Monday it sold its entire carbon capture and sequestration business to a U.S.-based subsidiary of French multinational TotalEnergies for $148 million, citing plans to use the proceeds for loan repayment and general corporate purposes.

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What Can The World’s Best CEOs Teach Us About Leadership?

Rhythm Systems

I read an interesting article entitled "Leadership Lessons from the World’s Best CEOs" from McKinsey , which provides insights from the book "CEO Excellence: The Six Mindsets That Distinguish the Best Leaders from the Rest." Authors Carolyn Dewar, Scott Keller, and Vik Malhotra, all senior partners at McKinsey, draw from interviews with 67 top-performing chief executives to explore what sets these business leaders apart.

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Paul Hastings-Led Francisco Partners To Pay $1.2B For Jama

Law 360 M&A

Tech-focused private equity investor Francisco Partners has agreed to buy Portland, Oregon-based Jama Software from shareholders including Insight Partners and Madrona Ventures for $1.2 billion, the companies said Monday.

Equity 52
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Why Nuvei Shares Are Rocketing Today

Benzinga

Canadian payments processor Nuvei Corp (NASDAQ: NVEI ) shares are jumping today after a media report and the company’s confirmation that it is in buyout talks. Nuvei, backed by celebrity entrepreneur Ryan Reynolds, is reportedly in advanced talks with Advent International for a transaction that could be announced soon, as per WSJ. As per the report, Full story available on Benzinga.

Equity 52
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Minute Media Buys Rights To Publish Sports Illustrated

Law 360 M&A

Digital content business Minute Media has purchased the publishing rights for Sports Illustrated, keeping alive a longtime brand that recently obliterated its newsroom with layoffs and shut down its betting platform, according to a Monday announcement.

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Understanding Power Dynamics When Dealing with Audit Clients

Robert Berry

Power, in its various forms, can be a double-edged sword. While it empowers individuals to make decisions and exercise control, it also has the potential to blind them to alternative perspectives.

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Del. Suit Details Wrongful Takeover Of Telecom System Co.

Law 360 M&A

The founder and former CEO of a Florida-headquartered telecommunications infrastructure building company has sued the head of an investment firm and others Monday in Delaware's Court of Chancery, accusing them of carrying out a "fraudulent scheme" to wrest control of the business.

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Plumbing Equipment Appraisals

Peak Business Valuation

Reliable plumbing systems provide clean water for drinking, cooking, and sanitation. These systems also remove wastewater and sewage to safeguard public health. Without plumbing equipment, this process breaks down. Plumbing equipment also plays a key role in other business activities. Its financial value represents a certain amount of a business’s value.

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NYSE Moves To Boot Wilbur Ross-Backed SPAC

Law 360 M&A

Ross Acquisition Corp. II, a special purpose acquisition company founded by former U.S. Commerce Secretary Wilbur Ross, disclosed Monday the New York Stock Exchange has suspended trading of its shares and began the delisting process after the SPAC failed to complete a merger within the required three-year time frame.

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Why Should Corporate Executives Care About International Law?

Reynolds Holding

What relevance does international law have for corporate governance? Why should corporate executives pay attention to it? The short answer is because their stakeholders do. In two separate articles, I explore the ways in which corporate stakeholders – including consumers, employees, suppliers, investors, financial institutions, benchmarking organizations, and NGOs – use various strategies to encourage corporate actors to integrate international law norms into their policies and practices, partic

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Nuvei's Stock Soars On Disclosure Of Potential PE Buyout

Law 360 M&A

Canadian fintech Nuvei Corp. said it has formed a special committee to evaluate strategic options after reports indicated that private equity firm Advent International is pursuing a buyout, developments that led to a more than 33% jump in the company's stock Monday.

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Arnold & Porter Discusses Delaware Chancery Ruling in Microsoft-Activision Blizzard Deal

Reynolds Holding

On February 29, the Delaware Chancery Court declined to dismiss claims that the process followed in obtaining board and stockholder approval of the merger of Activision Blizzard, Inc. with a subsidiary of Microsoft failed to comply with the requirements of the Delaware General Corporation Law (DGCL). Parties to Delaware mergers should always adhere strictly to the statutory requirements.

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Proskauer Guides $58M Sale Of Seattle Reign NWSL Team

Law 360 M&A

The National Women's Soccer League's Seattle Reign FC will fall under new ownership as a group including men's soccer franchise Seattle Sounders FC and private equity giant Carlyle announced plans to buy the women's team in a deal that values it at $58 million.

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A review of the UK’s draft Code of [internal audit] Practice

Norman Marks

I have been invited to comment on the draft Code of Practice from the Chartered Institute of Internal Auditors (the UK affiliate of the IIA). You can find it here. Take the time to review it.

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Catching Up With Delaware's Chancery Court

Law 360 M&A

Multimillion-dollar e-cigarette settlements, $4 billion in stock buybacks and a $6.1 million appraisal tweak were among the big-dollar items logged in the Delaware Court of Chancery's ledger last week. Also on the docket: a Panama port project, a news outlet's defamation case, drone disputes and a flood of mail from Tesla shareholders. In case you missed it, here's all the latest from the Chancery Court.

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2024 Global Business Services Industry Report

Benchmark Report

The global business services market is forecast to reach a compound annual growth rate (CAGR) of 21% from 2023 to 2032. Last year, the market was estimated to be valued at $203.7 Billion, and it is projected to reach $13.8 trillion by 2032.

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Swiss Solar Energy Biz To Raise $226M For US Expansion

Law 360 M&A

Solar panels maker Meyer Burger said Monday that it is planning to raise approximately 200 million Swiss francs ($226 million) in equity Tuesday to benefit from "the highly attractive U.S. market" and to "stop sustained losses in Europe.

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