Thu.Jan 26, 2023

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Oversight of Proxy Voting Advisors: US and EU Regulators Converge

Harvard Corporate Governance

Posted by Stephen Davis (Harvard Law School), and Konstantinos Sergakis (University of Glasgow), on Thursday, January 26, 2023 Editor's Note: Stephen M. Davis is a Senior Fellow at the Harvard Law School Program on Corporate Governance and Chair of the Best Practice Principles Oversight Committee (OC) 2020-2022; and Konstantinos Sergakis is a Professor of Capital Markets Law and Corporate Governance, University of Glasgow, and Chair of the OC 2023-Present.

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Author Talks: Prepare your business for the cross-sector ecosystem economy

Mckinsey and Company

After years of client impact, two McKinsey senior partners write the playbook for leveraging disappearing sector siloes into a multitrillion-dollar ecosystem strategy.

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Amendments to Rules Governing Trading Plans and Insider Filings

Harvard Corporate Governance

Posted by Eleazer Klein, Adriana Schwartz, Daniel A. Goldstein, Schulte Roth & Zabel LLP, on Thursday, January 26, 2023 Editor's Note: Eleazer Klein and Adriana Schwartz are Partners, and Daniel A. Goldstein is an Associate at Schulte Roth & Zabel LLP. This post is based on their SRZ memorandum. Related Program research includes Insider Trading Via the Corporation (discussed on the Forum here ) by Jesse Fried.

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Life-centric banking with an analytics edge

Mckinsey and Company

Bank Jago’s Peterjan van Nieuwenhuizen explains the value a life-centric banking approach has for AI banks.

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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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IRS Announces 2023 Automobile Depreciation Deduction Limits and Inclusion Amounts

ThomsonReuters

Rev. Proc. 2023-14 (Jan. 18, 2023) Available at [link] The IRS has announced the 2023 inflation-adjusted Code § 280F “luxury automobile” limits on certain deductions that may be taken by taxpayers using passenger automobiles (including vans and trucks) in a trade or business. For purchased automobiles, the limits cap the taxpayer’s depreciation deduction.

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Tesla in 2023: A Return to Reality, The Start of the End or Time to Buy?

Musings on Markets

I am not much of a car person and view cars primarily as a mode of transportation. I drive a 2010 Honda Civic, a perfectly serviceable vehicle that is never going to get oohs and ahas from onlookers, but I feel no urge to value Honda. I don't own a Tesla, and have only driven someone else's Tesla, but as readers of this blog know, I valued Tesla for the first time in 2014, and I keep returning to the scene of the crime.

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Agency Report Showing High Demand for Surprise Billing IDR Provides Data by State, CPT Code

ThomsonReuters

Initial Report on the Independent Dispute Resolution (IDR) Process April 15 – September 30, 2022 (Dec. 15, 2022) Available at [link] The DOL, HHS, and IRS have jointly issued a report with usage data on the surprise billing independent dispute resolution (IDR) process created when the Consolidated Appropriations Act, 2021 (CAA, 2021) expanded patient protections to shield individuals from surprise bills for certain out-of-network emergency and non-emergency services.

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Planning to Deduct for Losses This Tax Season? Be Sure to Read the Fine Print.

Machen McChesney

Deducting losses is a high-priority item for taxpayers in the highest marginal income tax bracket. The topic will be especially relevant during the 2022 tax compliance season because of recent declines in the stock market and a challenging overall business environment.

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Blackstone’s real estate empire keeps leaking

Financial Times M&A

Plus, Big Oil shareholders get a windfall and Franklin Templeton’s dealmaking-fuelled reinvention

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Cleary Gottlieb Discusses the SEC’s Disclosure Agenda and Corporate Governance

Reynolds Holding

In 2022, public companies witnessed a new kind of corporate governance activism. New rules and regulations from the Securities and Exchange Commission (the SEC) use the lever of mandated disclosure to push for corporate governance actions, and in some cases what amounts to reforms. The SEC’s broad foray into governance represents an expansion of historically more limited SEC rules in the governance space, mostly focused on audit committee and auditor independence and more general disclosure of b

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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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Wasting money with audit reports

Norman Marks

This week, I had the privilege and pleasure of spending time with a number of smart and curious professionals who are dedicated to adding value to their organization. I am talking about internal auditors, of course. I was a speaker at a multi-national company’s annual internal audit conference (something I enjoy doing).

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When and How Must a Notice of Termination of COBRA Coverage Be Provided?

ThomsonReuters

QUESTION: To administer COBRA as economically as possible, we do not send bills for COBRA premiums or provide reminders when COBRA premiums are late. If qualified beneficiaries do not pay their monthly COBRA premium by the end of the grace period, we do not contact them—we simply cut off COBRA coverage retroactive to the beginning of the month. Does this comply with COBRA?

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Vote With Your Wallet. We Can’t Boycott the AMC Industry Twice

Appraisers Blog

Vote with your wallet. Vote with your feet. Vote with your time. Vote with your patronage. Vote with your clicks. Sorry to inform those who are seeking someone else to bail them out of this continued blatant abuse of power and ongoing racketeering enterprise known as Appraisal Management Companies (AMCs). We can’t boycott the AMC industry twice. It’s your turn now.

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Investment and Employment Tax Credits for Mid-Atlantic Manufacturers

Gross Mendelsohn

The manufacturing industry has been the backbone of the U.S. economy since the Industrial Revolution. The success of this industry has helped position the U.S. as the world's largest economy. An economy with a strong manufacturing presence helps ensure that a nation's people can access the food, supplies and commodities they need day-to-day. To help this industry thrive, several states in the Mid-Atlantic region provide state income tax and other tax credits for increasing employment or placing

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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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Vision Casting in Business: A Skill of Great Leaders

Rhythm Systems

Max DePree noted, “Management has a lot to do with answers. Leadership is a function of questions, and the first question for a leader always is: 'Who do we intend to be?' Not 'What are we going to do?'” Vision Casting is easy for some of us; it’s much more difficult for many others. For leaders who have a natural tendency for big picture thinking, creating a vision might not be so hard.

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Hart-Scott-Rodino Notification Thresholds to Increase and Filing Fees to Change

National Law Review M&A

Kenneth S. Knox Thomas A.

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Steadfast but nimble: CEO Christi Shaw on cancer treatment’s cutting edge

Mckinsey and Company

Kite’s CEO discusses the company’s CAR T-cell therapies and what it means to put patients first.

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VillageMD Welcomes Family and Internal Medicine Associates, PLLC and Continues Expansion in Central Kentucky

Business Wire M&A

CHICAGO & LEBANON, Ky.--(BUSINESS WIRE)--VillageMD announced today it acquired Family and Internal Medicine Associates, PLLC, the largest independent primary care practice in central Kentucky. Dr. David George founded Family and Internal Medicine Associates to provide patients with access to high-quality, cost-effective primary care. Later this month, patients in Lebanon and the central Kentucky area can visit Dr.

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The role of founder-led valuation in startup fundraising

Equidam

For a long time, the standard has been for founders to let their lead investor worry about deal terms like valuation. We accepted that valuation largely relies on comparables and market conditions, where investors have a more valuable perspective. Especially the case at early stages, where investors could combat uncertainty with experience. Perhaps what we’re really talking about here is pricing, not valuation.

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Digital Air Strike Strategically Rebrands to DAS Technology and Acquires 7th Company

Business Wire M&A

DALLAS--(BUSINESS WIRE)-- #autodealers--Digital Air Strike, the largest automotive Customer Data and Experience Platform (CDXP) company, has announced a strategic rebrand to DAS Technology. The new name reflects the company’s expanded CDXP technology solutions and unique capabilities across four divisions: Digital Air Strike, BestRide.com, LotVantage, and now AUTOVATE.

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Deals Rumor Mill: Twitter, Juul, Elliott Management

Law 360 M&A

Twitter is considering selling up to $3 billion in shares to reduce debt, e-cigarette maker Juul is in talks with three tobacco giants regarding a potential sale, and activist hedge fund Elliott Management has acquired stakes in Japanese conglomerate Dai Nippon and U.S. software giant Salesforce. Here, Law360 breaks down these and other deal rumors from the past week that you need to be aware of.

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CareAcademy Announces Strategic Acquisition of Assets of NextStep, a Learning Platform for Certified Nursing Assistants

Business Wire M&A

BOSTON--(BUSINESS WIRE)-- #caregiving--CareAcademy, the leading care enablement platform for home care and home health organizations, today announced that it has completed the strategic acquisition of assets from NextStep, an innovative digital healthcare training and job placement company for certified nursing assistants (CNAs). CareAcademy will acquire NextStep’s video-based content and learning management technology to expand its footprint as the training solution of choice across the caregiv

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OpenWeb Pays $100M For Audience Engagement Biz Jeeng

Law 360 M&A

Community engagement platform OpenWeb, which is backed by private investment firms as well as the New York Times, announced on Thursday it had acquired audience management platform Jeeng in a deal worth $100 million.

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OneSpan to Acquire Blockchain Technology Provider ProvenDB to Bring Secure Vaulting to the Future of Digital Transactions

Business Wire M&A

CHICAGO--(BUSINESS WIRE)--OneSpan Inc. (NASDAQ: OSPN), the digital agreements security company, today announced that it has agreed to acquire ProvenDB, an Australia-based startup that delivers secure storage and vaulting for documents based on blockchain technology, to provide an industry-leading trust model for high assurance contracts and documents.

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DC Circ. Told To Remand Albertsons Case After Wash. Ruling

Law 360 M&A

Kroger, Albertsons and attorneys general from D.C., California and Illinois agree that a pending D.C. Circuit appeal aimed at stopping a $4 billion shareholder payout ahead of the companies' merger is now moot, but the state-level enforcers have also asked the court to vacate a lower judge's ruling and allow them to continue fighting the merger itself.

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Legal insights on the DOL’s proposed worker classification rules

ThomsonReuters

On October 11, 2022, the U.S. Department of Labor released proposed rules rescinding current worker classification rules (2020 final rule) and reverting to prior guidance based on historic court rulings on the matter. 2020 final rule As the administration changed hands, the 2020 final rule was placed under scrutiny. First, implementation of the rule was postponed and then later the DOL attempted to withdraw the rule.

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How Financial Services Audit Teams Can Add Flexibility With an Agile Approach

Audit Board

Many traditional internal audit practices hinder our ability to respond to changes in the risk landscape within an appropriate amount of time. The reality today is that the speed of risk is constantly increasing. As Richard Chambers said in a recent report : “The future is never predictable with any precision. That is an important reason why internal audit must continuously monitor risks so that it can adjust its plans swiftly in response to changing conditions.

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FCF Bank Monitor – Q4 2022 published

Fox Corporate Finance

FCF Fox Corporate Finance GmbH is delighted to publish the new “FCF Bank Monitor – Q3 2022”. FCF regularly engages in research on the banking sector based on available data from the most active and. Read more The post FCF Bank Monitor – Q4 2022 published appeared first on FCF Fox Corporate Finance GmbH.

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Tricida Gets OK To Seek Stalking Horse For Ch. 11 Auction

Law 360 M&A

A Delaware bankruptcy judge Thursday gave San Francisco biotech company Tricida Inc. the go-ahead to look for a stalking horse bidder before it puts its assets on the block next month.

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WSC & Company Announces Acquisition of YardWorks and the Formation of Yard Alliance

Business Wire M&A

CHARLESTON, S.C.--(BUSINESS WIRE)--WSC & Company, LLC (“WSC”), announced today the investment in YardWorks and the formation of Yard Alliance. YardWorks, headquartered in Charleston, South Carolina, is a residential landscape design, maintenance, and installation company that specializes in servicing high-end homeowners.

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What Does the FTC’s Proposed Non-Compete Ban Mean for RIAs?

Auto Dealer Valuation Insights

Earlier this month, the Federal Trade Commission (FTC) announced a proposed ban on non-compete agreements in employment contracts. If enacted, the proposed ban would prohibit a common provision of employment agreements that employers use to limit employees’ ability to compete. As the RIA industry has grown and matured, non-competes and other restrictive covenants have become part of the industry.

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Massman Companies Acquires Ultra Packaging

Business Wire M&A

VILLARD, Minn.--(BUSINESS WIRE)--Massman Companies, a worldwide leader in packaging machinery, announces today the acquisition of Ultra Packaging Inc., a privately held company based in Chicago, IL. Ultra Packaging, Inc. (UPI) is a leading designer of robust vertical and horizontal automated cartoning machines that serve the food, personal care, pharmaceutical, and cosmetic industries.

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Credit Unions: Get Exam-Ready for 2023 with Top Takeaways from NCUA’s Supervisory Priorities

N Contracts

Last year the National Credit Union Administration (NCUA) surprised everyone with an especially long list of supervisory priorities. For 2023, the NCUA has a long list once again with interest rate risk, liquidity risk, and credit risk topping the list.

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Benzinga's 'Stock Whisper' Index: 5 Stocks Investors Are Secretly Monitoring, But Not Yet Talking About

Benzinga

Investors are on the hunt for undervalued, underfollowed and emerging stocks to spot opportunities. Retail traders have countless methods at their disposal to uncover new information. For some, this may be overwhelming. Benzinga’s Stock Whisper Index uses a combination of proprietary data and pattern recognition to showcase five stocks each week that are just under the surface and warrant attention.

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