Tue.Jun 06, 2023

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Fairness Opinions and SPAC Reform

Harvard Corporate Governance

Posted by Andrew F. Tuch (Washington University in St. Louis), on Tuesday, June 6, 2023 Editor's Note: Andrew F. Tuch is a Professor of Law at Washington University in St. Louis. This post is based on his recent paper. Related research from the Program on Corporate Governance includes SPAC Law and Myths (discussed on the Forum here ) by John C. Coates, IV.

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IVSC Webinars Series 2023 – Bios

IVSC

Marcelo Barbosa IVSC Trustee and Former President of the Brazilian Securities Commission Marcelo Barbosa was President of the Brazilian Securities and Exchange Commission (CVM) from 2017-2022. He has a Bachelor of Law from the Faculty of Law of the State University of Rio de Janeiro (UERJ) and master’s degree in Law (LL.M) from Columbia University in New York, USA.

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Chancery Court Highlights Tension Between Freedom of Contract and Corporate Fiduciary Duties

Harvard Corporate Governance

Posted by John A. Kupiec and Mark E. McDonald, Cleary Gottlieb Steen & Hamilton LLP, on Tuesday, June 6, 2023 Editor's Note: John A. Kupiec and Mark E. McDonald are Partners at Cleary Gottlieb Steen & Hamilton LLP. This post is based on a Cleary memorandum by Mr. Kupiec, Mr. McDonald, Julie Bontems , and Ayah Al-Sharari and is part of the Delaware law series ; links to other posts in the series are available here.

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‘The creative process is fabulously unpredictable. A great idea cannot be predicted’

Mckinsey and Company

In this episode of The Quarterly Interview: Provocations to Ponder, Jony Ive, the former design head of Apple, talks about what it takes for the creative process to thrive at any company.

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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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PGA Tour and LIV Golf Agree to Deal to End Fight Over Sport

NYT M&A

In a stunning announcement, the tour, along with the DP World Tour and Saudi Arabia’s sovereign wealth fund, said the rivals had agreed to create a “new, collectively owned, for-profit entity.

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Comment on NAR Concerns & Survey on Property Data Collectors by Baggins

Appraisers Blog

In reply to Retired Appraiser. What planet is this? Retired, just because you are paranoid does not mean they are not after you. When I entered a figure over 1,000 dollars for the ‘what was your client charged’ question, the survey kicked back an invalid format response. First I tried a billion, than a million, then a thousand, and had to go a dollar shy to pass through.

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Saudi Arabia to spend billions on shock merger of PGA Tour and LIV Golf

Financial Times M&A

Deal resolves bitter dispute between established series and breakaway league that has divided men’s game

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Should I buy a business?

JPAbusiness

Most business-buying clients come to us for one of two reasons: They’re in a full-time employed environment and want to take a shot at running their own business and being their own boss; They already have an established, successful business and are looking for growth opportunities. For people in both of these groups, the first step is to confirm that buying a business is actually the best course of action for their situation.

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Comment on Appraiser Countersuing Black Homeowners for Defamation by Honest Appraiser

Appraisers Blog

The Maryland appraiser has filed a motion to dismiss and a countersuit against the black homeowners, claiming defamation.

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Saudi Arabia proves it can conquer sports with cash

Financial Times M&A

Plus, Sequoia splits up with China and a cross-border takeover saga tests relations between Rome and Beijing

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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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DOL Regulations on Tip Sharing

Machen McChesney

Under the Fair Labor Standards Act, employers with tipped workers can take a "tip credit," which allows them to pay tipped workers less than the federal minimum wage if the employees' tips make up the difference.

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Credit Repair Co. PGX Can Access $12M In New Ch. 11 Loans

Law 360 M&A

Bankrupt credit repair service PGX Holdings received court approval Tuesday in Delaware to access $12 million of its $20 million debtor-in-possession financing, which will allow the business to continue operating while funding its Chapter 11 case and pursuit of asset sales of its two operating silos.

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Lloyds threatens to push Telegraph owner into receivership

Financial Times M&A

News, analysis and comment from the Financial Times, the worldʼs leading global business publication

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Fla. Foreign Real Estate Law Brings Broad Investment Risks

Law 360 M&A

Last month, Florida became the latest state to enact legislation prohibiting Chinese investors from acquiring certain interests in real property, introducing significant legal uncertainty and consequences for real estate stakeholders and the private equity industry, say attorneys at Simpson Thacher.

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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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Pixels of progress: A microregional perspective on global development

Mckinsey and Company

When the world is broken down into microregions on a granular level, a true pattern of growth emerges.

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Asia Media Co. TNL Mediagene Inks $275M SPAC Deal

Law 360 M&A

Asia-based media company TNL Mediagene said Tuesday it has agreed to go public through a business combination with special-purpose acquisition company Blue Ocean Acquisition Corp., a deal that gives TNL Mediagene a roughly $275 million enterprise value.

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The McKinsey Crossword: Happy 300th Birthday! | No. 131

Mckinsey and Company

Sharpen your problem-solving skills the McKinsey way, with our weekly crossword. Each puzzle is created with the McKinsey audience in mind, and includes a subtle (and sometimes not-so-subtle) business theme for you to find. Answers that are directionally correct may not cut it if you’re looking for a quick win.

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PGA & LIV Merger Likely To Draw DOJ Scrutiny

Law 360 M&A

PGA Tour Inc. and Saudi-backed rival LIV Golf Inc.'s Tuesday drive to combine their operations and settle their months-long dispute could put the rival golf tours straight into an intense U.S. Department of Justice merger investigation.

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Venture Capital Giant Sequoia Spins Off China and India Units

NYT M&A

The Silicon Valley firm said that the split would simplify its business. The move comes amid rising tensions between the United States and China over technology investment and development.

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Author Talks: Why problem solving is the key to innovation

Mckinsey and Company

Dr. Sheena Iyengar unlocks the power of innovation in six easy steps.

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Strengthening the Three Lines Through Data-Driven, Collaborative, Continuous Assurance

Audit Board

Like so many internal audit teams, we are always looking for ways to optimize our processes, new methods to introduce efficiencies, and modernization opportunities to enhance our work. One example of a current advancement is moving to a more quantifiable risk assessment approach through developing solutions that provide real-time monitoring of risks and control metrics across multiple areas within the organization.

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4th Circ. Won't Rehear Bump-Up Exclusion Ruling

Law 360 M&A

The Fourth Circuit rejected Towers Watson's request Tuesday to rethink its decision that a bump-up exclusion under a directors and officers policy applies to the so-called reverse triangular merger between it and Willis Group Holdings PLC in 2016.

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The Neurodiverse Leader: The Power of Emotional Intelligence in Leadership

Audit Board

Neurodiversity describes the idea that individuals experience and interact with the world in many different ways — there is no one “right” way of thinking, learning, or behaving, and differences are not viewed as deficits. As an internal auditor, this subject is personal for me because I identify as neurodivergent. I grew up in a culture and time where mental health was not discussed widely and was seen as an affliction rather than prioritized and safeguarded.

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Del. Justices Affirm Tesla Victory In Suit Over $2.6B Merger

Law 360 M&A

Delaware's Supreme Court on Tuesday upheld a Chancery Court ruling denying stockholder claims for $13 billion in damages from Tesla Inc. CEO Elon Musk for Tesla's $2.6 billion acquisition in 2016 of rooftop solar venture SolarCity Corp., in which he had both investments and relatives.

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ABM Industries Reports Q2 Revenue Growth Shy Of $2B Consensus, Credits RavenHolt

Benzinga

ABM Industries, Inc (NYSE: ABM ) reported Q2 FY23 revenue growth of 4.5% Y/Y to $1.98 billion, missing the consensus of $2 billion. Revenues growth comprised 2.3% organic growth and 2.2% from acquisitions. Organically, revenue grew 22.2% Y/Y in Aviation, 6.0% Y/Y in Education and 4.5% Y/Y in Manufacturing & Distribution segments. However, organically, revenues declined 6% Y/Y in Technical Solutions and 2% Y/Y in Business & Industry segments.

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Sun Acquisitions Announces the Sale of Gates Washer and Manufacturing Company to C.O.I. Holdings, Inc.

Sun Acquisitions

CHICAGO, IL ­- June 5, 2023 – Sun Acquisitions is pleased to announce the successful sale of Gates Washer and Manufacturing to C.O.I. Holdings, Inc. Through the acquisition of Gates Washer and Manufacturing Company, C.O.I. Holdings, Inc. continues their goal of providing quality washers and light stampings to various industries including automotive and aerospace industries.

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Psyched: Millions From Institutional Investor And Fed Funding For Research, M&As, Women Veterans And More

Benzinga

Major Investor Commits $30 Million To Psychedelics Funding Canadian psychedelics biotech Cybin Inc. (NYSE: CYBN ) entered into a common share purchase agreement with institutional investor Lincoln Park Capital Fund (LPC) for the sale of up to $30 million (CA$41) of its common shares within a 36-month period. CEO Doug Drysdale says the equity facility will allow Cybin to “further strengthen” its cash position by accessing capital on an as-needed basis, using the best market conditions

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Cyxtera Gets OK For $40M Ch. 11 Financing Draw

Law 360 M&A

A New Jersey bankruptcy judge Tuesday gave data center company Cyxtera Technologies permission to tap into $40 million in Chapter 11 financing and roll up $36 million in debt as it puts itself on the block with a debt-for-equity swap as a backup.

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Apple's Vision Pro Price Tag, Release Date Find Little Love On The Street: Why One Analyst Says Disney Acquisition More Likely After WWDC

Benzinga

Apple Inc (NASDAQ: AAPL ) unveiled several updates and new products at its 2023 Worldwide Developers Conference (WWDC). Analysts broke down what the items mean for the tech giant's valuation: Goldman Sachs analyst Michael Ng has a Buy rating and price target of $209. Bank of America analyst Wamsi Mohan has a Neutral rating and a price target of $190.

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Valuation Multiples for a Landscaping Company

Peak Business Valuation

The landscaping industry includes companies that provide landscape care and maintenance services. This includes planting trees, shrubs, grass, flowers, and other plants. In addition, landscaping companies may construct walkways, walls, decks, fences, and other landscape structures. According to IBIS World , there are well over 600,000 landscaping companies in the United States.

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Ryan Specialty Discloses Two Buyouts, Boosts Medical Stop-Loss Insurance Portfolio

Benzinga

Ryan Specialty Holdings Inc (NYSE: RYAN ) announced two acquisition agreements today, both for undisclosed terms. The first is a deal to acquire ACE Benefit Partners, Inc. , a medical stop loss general agent. "The ACE team has proven to be true experts in the field of medical stop loss insurance, a foundational benefits solution with ever increasing relevance as employers seek the twin goals of flexibility and cost efficiency," said Pat Ryan, Founder, Chairman & CEO of Ryan Special

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Valuation Multiples for an Insurance Agency

Peak Business Valuation

The insurance agency and brokerage industry comprises companies that sell insurance policies and annuities. In recent years, this industry has experienced healthy growth, generating over $210 billion dollars in revenue. In addition, demand for insurance agencies remains steady. As the economy improves and premiums increase, the insurance agency and brokerage industry will continue to grow.

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Paratek Pharmaceuticals Agrees To Be Taken Private By Gurnet Point And Novo Holdings For $462M

Benzinga

Paratek Pharmaceuticals, Inc (NASDAQ: PRTK ) has agreed to be acquired by Gurnet Point Capital and Novo Holdings A/S in a transaction valued at ~$462 million. Costs associated with the acquisition include taking on debt and assuming full payment of a contingent value right (CVR). Gurnet Point and Novo Holdings will acquire all outstanding shares of Paratek for $2.15.

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Appraiser Newsroom - Untitled Article

Appraiser Newsroom

Tweet The ASA Elections for the 2023-2024 International Officers have come to a close! Congratulations to ASA’s newly-elected International President, Garrett Schwartz, ASA, CEA ; International Vice President, G. Adrian Gonzalez, ASA ; and International Secretary/Treasurer William Engel, ASA ; as well as our new Discipline Governor and Discipline Committee Officers, and Members-At-Large who will officially take office July 1st.