Mon.Sep 11, 2023

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Activist Settlements: Fiduciary Questions for Boards

Harvard Corporate Governance

Posted by Neil Whoriskey, Milbank LLP, on Monday, September 11, 2023 Editor's Note: Neil Whoriskey is a Partner at Milbank LLP. This post is based on his Milbank memorandum. Related research from the Program on Corporate Governance includes Dancing with Activists (discussed on the Forum here ) by Lucian A. Bebchuk, Alon Brav, Wei Jiang, and Thomas Keusch.

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Some employees are destroying value. Others are building it. Do you know the difference?

Mckinsey and Company

More than half of employees report being relatively unproductive at work. New research into six types of employees shows how companies can re-engage workers while amplifying the impact of star performers.

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Capital-Market Effects of Tipper-Tippee Insider Trading Law: Evidence from the Newman Ruling

Harvard Corporate Governance

Posted by Andrew T. Pierce (Georgia State University), on Monday, September 11, 2023 Editor's Note: Andrew T. Pierce is an Assistant Professor of Accounting at Georgia State University. This post is based on an article forthcoming in the Journal of Accounting & Economics. Related research from the Program on Corporate Governance includes Insider Trading Via the Corporation (discussed on the Forum here ) by Jesse M.

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Smucker’s Buys Twinkie Owner Hostess Brands for $5.6 Billion

NYT M&A

J.M. Smucker, the maker of jellies, Jif peanut butter and Uncrustables, agreed to take over Hostess Brands, adding Twinkies, Ho Hos and Ding Dongs to its portfolio of snacks.

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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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The Barclay family, the banks and the billion-pound debt

Financial Times M&A

How a decade-long effort to restructure loans extended to the reclusive businessmen’s empire culminated in Lloyds Banking Group seizing control of a national newspaper

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Longtime Sidley Partner Charles Douglas Dies At 75

Law 360 M&A

Charles W. Douglas, a litigator who spent nearly five decades at Sidley Austin LLP and chaired the firm's management committee during a combination with Brown & Wood LLP in 2001, has died, the firm announced. He was 75.

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More Trending

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Wilko to close remaining 300 stores risking more than 10,000 jobs

Financial Times M&A

Chain to become one of the UK’s biggest retail casualties as it disappears from high street after almost a century

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Business Appraisals for Divorce Mediation and Litigation Support

BV Specialists

One of the more common requests we receive to complete a business valuation pertains to divorce cases. Whether it is for cooperative mediation or a more complex dispute involving litigation, independent appraisal work is often required when one or more of the parties owns a company that is deemed part of the shared property. Any type of dispute, whether personal or professional, can be difficult to settle when differing opinions are held by each side.

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Required Minimum Distributions (RMDs) Relief and Guidance for 2023

Machen McChesney

If you were born in 1951 and took a required minimum distribution (RMD) this year (due to reaching age 72), you may be able to roll the funds back into your retirement account and not have it subject to income tax. The distribution must have occurred between 1/1/23 and 7/31/23; you have until 9/30/23 to roll the funds back into the retirement account.

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ABA's Money-Laundering Resolution Is A Balancing Act

Law 360 M&A

While the American Bar Association’s recently passed resolution recognizes a lawyer's duty to discontinue representation that could facilitate money laundering and other fraudulent activity, it preserves, at least for now, the delicate balance of judicial, state-based regulation of the legal profession and the sanctity of the attorney-client relationship, say attorneys at Ballard Spahr.

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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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Las claves de la nueva biografía de Elon Musk

NYT M&A

El libro saldrá a la venta el 12 de septiembre y fue escrito por Walter Isaacson, biógrafo de Steve Jobs, Albert Einstein y Benjamin Franklin. Retrata al multimillonario como una figura compleja y torturada.

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Catching Up With Delaware's Chancery Court

Law 360 M&A

Delaware's Court of Chancery last week approved an "extraordinary" $167.5 million settlement but sent back two others, largely upheld a $480.7 million damage request, and lamented the difficulties of enforcing court orders for faraway litigants. New disputes involved a brewery, a famous grill maker, a medical imaging company, and a supply chain company.

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What is a “good” valuation for your startup?

Equidam

A question that comes up fairly often in our workshops: “What is a good valuation for my startup?”. It may seem simplistic, but the question recognises that the process of valuation has some inherent flexibility. On one hand, you’ll face some expectations from investors about fitting in a certain range based on your stage and industry. On the other hand, the valuation is ultimately a subjective reflection of your own ambition for the company.

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Paul Weiss’s raid on Kirkland continues

Financial Times M&A

Plus, the money-laundering scandal that has shaken Singapore’s reputation and an FT investigation into mysterious football sponsors

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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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The Crucial Role of Retrospective Meetings in Achieving OKRs

Rhythm Systems

In the dynamic world of business, setting goals or objectives and key results (OKRs) is an essential strategy for achieving growth and success. The journey towards these objectives is often a mix of successes, setbacks, and valuable lessons. To harness these experiences for future progress, it's important to engage in regular retrospective meetings.

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Benchmark International Successfully Facilitated the Transaction Between Grassy Handels GmbH & Co. KG/Slumbersac Trading Ltd. (trading as Schlummersack) and empact brands GmbH

Benchmark Report

Benchmark International is pleased to announce the acquisition of Schlummersack’s e-commerce business by empact brands. Schlummersack, based in Plauen, Germany, is one of the leading brands for high-quality baby clothing. The company specializes in the production of sustainable and innovative baby sleeping bags, which are sold online throughout Europe.

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Appraiser Newsroom - Untitled Article

Appraiser Newsroom

Don’t miss your opportunity to engage with these industry leaders in this pre-NBAA event. Enjoy exclusive content and one-on-one networking giving you insights into key industry issues. Meet The Presenters Delray Dobbins leads Sales and Global Strategy for Pratt & Whitney Canada’s Eagle Service Plan (ESP ), an engine maintenance program for the corporate jet segment.

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US Publicly-Traded Buyers’ Interest In Acquiring Middle-Market Companies Increases

Benchmark Report

Thanks to the new 1% tax now being levied on any publicly traded US companies that buy back their shares, these larger, cash-rich companies have been given a strong incentive to seek acquisition targets.

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Eastland Redux: Do Close Corporation Shareholders Have a Direct Claim Against Directors For Taking Disguised Distributions?

Farrel Fritz

Earlier this year, using as a springboard the Maryland intermediate appellate court’s decision in Eastland Food Corp. v Mekhaya , I posted about a topic on which there’s little or no New York law, viz., whether a complaint for minority shareholder oppression stated a valid claim centered on allegations that the directors/majority shareholders, instead of declaring profit distributions for all shareholders, were taking disguised distributions in the form of excessive compensation and year-end bon

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How to Value a Chiropractic Clinic

Peak Business Valuation

Chiropractors are trained professionals who have a chiropractic degree. These individuals diagnose and treat patients by realigning the vertebrae to relieve nerve pressure. According to IBIS World , there are about 67,000 chiropractic clinics in the United States. Together, these businesses generate about $3.9 billion dollars in revenue each year. The chiropractic industry will likely continue to grow over the next several years.

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Time Traveling Through Property Valuation: The Historical Cost Concept

RNC

Real estate valuation is a very important process in the world of property investment and development. It involves calculating the monetary value of a property. It plays an important role in various real estate transactions, including buying, selling, leasing, and financing. Among the different approaches and concepts used in real estate assessment, the Historical Cost Concept has stood the test of time.

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Harkins to Present at the ASA Philadelphia Chapter 2023 Business Valuation Conference

Auto Dealer Valuation Insights

David W. R. Harkins, CFA, ABV is speaking at the virtual ASA Philadelphia Chapter 2023 Business Valuation Conference on September 21, 2023. David’s session will cover “Winding Road to Blue Sky Value: Important Considerations in Auto Dealer Valuations and Pitfalls to Avoid.” David is a member of the firm’s Auto Dealership Industry team, and provides valuation analyses for family law.

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Stanadyne Creditors File Ch. 11 Plan To Wrap Up Case

Law 360 M&A

The committee of unsecured creditors in the Chapter 11 case of fuel pump company Stanadyne LLC filed a Chapter 11 plan and disclosure statement, without the debtor's backing, and has asked a Delaware bankruptcy judge to approve the adequacy of the disclosures and set a confirmation hearing date so the proceedings can wind down quickly.

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Appraiser Newsroom - Untitled Article

Appraiser Newsroom

ASA is set to present at the NBAA|BACE , the world’s largest business aviation event where game-changing innovation takes center stage. NBAA|BACE is your ultimate opportunity to interact with thousands of dedicated and visionary individuals and explore technologies that are driving the excitement, safety and sustainability of aviation. Here is a spotlight on ASA’s upcoming session: Aircraft Valuation: Changing Values in a Changing Market Tuesday, October 17, 2023, from 1:00-2:00 PM Las Vegas Con

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Wachtell Says Arbitration 'Clear' Route For Twitter's Fee Suit

Law 360 M&A

New York-based Wachtell Lipton Rosen & Katz has urged a California state court to compel arbitration of a lawsuit from Twitter alleging the firm collected a "gargantuan" $90 million fee as it helped the social media company defeat Elon Musk's effort to back out of his $44 billion acquisition, arguing that arbitration is the previously agreed-upon route.

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Surviving IRS Scrutiny: Partners' Arm's Length Valuation Agreements

Trout CPA

In a recent Tax Court case, the IRS attempted — unsuccessfully — to supplant the fair market value agreed to by unrelated parties in a partnership transaction with its expert’s higher estimate, asserting that the taxpayer received a taxable capital interest in exchange for services provided to a partnership, not a nontaxable profits interest. If structured and substantiated properly, profits interests can be valuable tools for compensating providers of services to partnerships at no immediate ta

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How do you measure internal audit effectiveness?

Norman Marks

I have recently seen a few articles that discuss this issue, including: Metrics that Matter: Measuring Internal Audit’s Performance by Karen Kroll Report: Risk Orientation is Critical to Chief Audit Executive Effectiveness by the staff of IA360 The biggest secrets to being a great internal auditor in 2024 and beyond by Hal Garyn Are Internal […]

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JM Smucker: Hostess not the mostest despite Twinkies brand nostalgia

Financial Times M&A

US jam and pet food conglomerate paying $34.

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Substance and Process in Corporate Law

Reynolds Holding

Corporate law – and judicial application of that law – considers two facets of a transaction: (1) whether a corporation’s management used processes that are fair to stockholders to reach its decision (“process”), and (2) whether the economic results of that decision were substantively fair to stockholders (“substance”). That said, because courts generally view judicial review of economic substance as improper second-guessing of business judgment, corporate law has often given primacy to process-

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NJ Health Systems Settle Emergency Room Contract Fight

Law 360 M&A

Two New Jersey health care providers — Deborah Heart and Lung Center and Lourdes Health System — have settled their legal fight over whether Lourdes violated their master partnering agreement and a satellite emergency department lease pact when it agreed to be acquired by competing health system Virtua in 2019, according to a court filing.

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Owner/Officer Compensation Worksheet

Biz Equity

Understanding owner compensation is an essential piece of both an accurate business valuation and a holistic financial plan, yet it often takes complex calculations to render an accurate view. Now, however, there is a solution.

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Live Nation Taking Antitrust Arbitration Bid To 9th Circ.

Law 360 M&A

Live Nation and Ticketmaster asked a California federal court to pause an order refusing to force consumers to arbitrate their antitrust claims related to the companies' 2010 merger while they appeal to the Ninth Circuit.

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A Business Upended: Streaming disrupts the Entertainment Business!

Musings on Markets

It has been an unsettling summer for anyone with a stake in the movie, television and broadcasting businesses. The strike by screen actors and writers which started in July is now into almost into its third month, with no end in sight, putting at risk the pipeline of movies and shows that were expected to hit theaters and streaming platforms in the next few months.

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Sculptor Capital Investor Sues Board Over $639M Rithm Deal

Law 360 M&A

Sculptor Capital Management Inc.'s board of directors is facing a proposed securities class action after a stockholder alleged in a Delaware Chancery complaint that competing bidders for the asset manager were barred from a process that led to a $639 million sale to Rithm Capital Corp.

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