Mon.Feb 26, 2024

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2024 Proxy Advisor Guidelines: What Companies Need to Know Heading into the 2024 Proxy Season

Harvard Corporate Governance

Posted by Elizabeth K. Bieber, Sarah Ghulamhussain, and Peter Liddle, Freshfields Bruckhaus Deringer LLP, on Monday, February 26, 2024 Editor's Note: Elizabeth K. Bieber and Sarah Ghulamhussain are Partners, and Peter Liddle is a Law Clerk at Freshfields Bruckhaus Deringer LLP. This post is based on their Freshfields memorandum. The two most influential proxy advisor firms, Institutional Shareholder Services (ISS) and Glass Lewis & Co.

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F.T.C. Sues to Block Kroger-Albertsons Grocery Store Deal

NYT M&A

The regulator is trying to stop the largest supermarket merger in history, arguing that the deal would eliminate competition and raise prices for consumers.

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Oregon State Treasury Nomination Neutrality

Harvard Corporate Governance

Posted by Philip Larrieu, Oregon State Treasury, on Monday, February 26, 2024 Editor's Note: Philip Larrieu is a Stewardship Investment Officer at the Oregon State Treasury. This post was prepared for the Forum by Mr. Larrieu. Related research from the Program on Corporate Governance includes Universal Proxies (discussed on the Forum here ) by Scott Hirst and The Myth of the Shareholder Franchise (discussed on the Forum here ) by Lucian A.

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The potential benefits of AI for healthcare in Canada

Mckinsey and Company

Integrating AI into Canadian healthcare could help simplify administrative work; improve system management, care quality, and patient and staff experience; and boost affordability via lower spending.

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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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Nickel Industry Cutbacks To Support Prices As Miners Brace For Long Slump: '2030s Will Likely Be More Attractive'

Benzinga

Lower production among the world's largest nickel miners in response to a price slump for the metal end up supporting the market. That’s according to Russian metals giant Nornickel. London Metal Exchange nickel prices are down around 30% in the year through Friday, primarily driven by burgeoning supply from Indonesia — the world's largest producer of the metal.

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Technology and telecommunications B2B customer buying trends: Bright horizons with some warning signs

Mckinsey and Company

Our latest Pulse survey of tech and telecommunications B2B decision makers reveals a generally optimistic investment outlook. But shifting market dynamics could turn different groups of vendors into new winners or losers.

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KKR Buying Former VMware Unit From Broadcom In $4B Deal

Law 360 M&A

Simpson Thacher & Bartlett LLP-advised KKR said Monday it has agreed to acquire Broadcom Inc.'s end-user computing division in a transaction valued at approximately $4 billion, with Wachtell Lipton Rosen & Katz representing Broadcom on the deal.

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The IRS urges businesses to review ERC claims for 7 common red flags

LaPorte

(authored by RSM US LLP) IRS urges employers to review ERC claims before the Voluntary Disclosure Program deadline of March 22, 2024. The agency warns of 7 common signs that their claims may be incorrect. The post The IRS urges businesses to review ERC claims for 7 common red flags first appeared on LaPorte.

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BREAKING: FTC Challenges Kroger's $25B Albertsons Buy

Law 360 M&A

The Federal Trade Commission announced a new, national front Monday against Kroger's heavily-criticized $24.6 billion purchase of fellow grocery store giant Albertsons, challenging a deal it said threatens both shoppers and workers and cannot be saved by the planned divestiture of a "hodgepodge" of hundreds of stores.

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Comment on AMCs Violating TILA and C&R Fee Clauses by Seneca

Appraisers Blog

The damage caused by Appraisal Management Companies violating TILA & the Customary & Reasonable fee clauses goes beyond just financial losses.

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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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Catching Up With Delaware's Chancery Court

Law 360 M&A

Delaware's Court of Chancery dropped two potentially far-reaching decisions last week: one about founder control at Moelis & Co. and another about TripAdvisor's planned move to Nevada. On top of that, there were new cases involving Citrix Systems, Alcoa Corp., BGC Partners Inc. and Cantor Fitzgerald LP.

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Chevron warns of threat to $53bn Hess deal from ExxonMobil

Financial Times M&A

US’s biggest supermajor and China’s Cnooc highlight right of first refusal in Guyana project stake central to acquisition

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Comment on It’s Just Responsible Journalism! by Russell

Appraisers Blog

In reply to PD. Yes, you are so right. I did not touch of the other appraisals. If we are doing our jobs properly the spread at most in my opinion would be 3%-5% at most. The spreads are just too wide. So, he kept getting an appraisal until they hit the number. I wonder what he told the other two appraisers. This really stinks. I thank GOD I can pick what business I want.

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Benchmark International Successfully Facilitated The Transaction Between Robertson Lowstuter And The Center For Sales Strategy

Benchmark Report

The seller, Robertson Lowstuter (R|L), is an industry-leading executive coaching firm renowned for its success in guiding executives to achieve peak performance by increasing their productivity, profitability, and effectiveness.

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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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Comment on It’s Just Responsible Journalism! by PD

Appraisers Blog

Nice read Russell and you are spot on. As you clearly pointed out this was a one sided presentation by the station and reporter that had a predetermined outcome. It is interesting that they interviewed and quoted only those who had a vested interest in the outcome of the opinion piece as though they are an authority on the appraisal process. The most important people who should have been interviewed were boots on the ground appraisers; but then again, that would not have fit their agenda.

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Aluminum Producer Alcoa Makes $2.2B Bid For JV Partner Alumina

Benzinga

Alcoa Corp.(NYSE: AA ), a leading U.S. aluminum producer, has made a $2.2 billion offer to acquire Alumina Ltd (OTCQX: AWCMF ), its Alcoa World Alumina & Chemicals (AWAC) joint-venture partner. The offer comes at a volatile time for the commodities industry, with notable M&A activity. Per the all-stock deal , Alcoa is offering 0.02854 of its own stock for each Alumina share, representing a 13.1% premium over Alumina’s closing share price on Friday.

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Comment on It’s Just Responsible Journalism! by Kimberly DeFilippis

Appraisers Blog

The response you received from the news director is the cut and pasted response everyone who wrote regarding this story received, including me.

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Enforcing the Guardrails on Transactions Involving Interested Directors of Close Corporations

Farrel Fritz

In my business divorce practice I deal with many closely held corporations that have only a few or perhaps just two shareholders, each of whom is actively involved in running the business. Within that category are many companies whose owners essentially ignore some if not all the corporate formalities mandated by New York’s Business Corporation Law.

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Comment on It’s Just Responsible Journalism! by Eric Kennedy

Appraisers Blog

Irresponsible journalism is not reporting complete and accurate information. The media should accurately portray our profession.

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Ant Group bids against Citadel Securities for Credit Suisse’s China unit

Financial Times M&A

Move could test Beijing’s appetite to let Jack Ma-founded fintech expand after crackdown

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News from the Global Infrastructure Initiative: February 2024

Mckinsey and Company

Welcome to this edition of Voices on Infrastructure by the Global Infrastructure Initiative (GII).

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EQT raises €22bn for private equity deals

Financial Times M&A

Stockholm-based buyout fund manager is predicting a revival of listings

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Targeting an untapped fintech market worth trillions: A conversation with Arta Finance’s Caesar Sengupta

Mckinsey and Company

The CEO of a cutting-edge fintech explain how his start-up offers investment services once reserved for the ultrawealthy to successful professionals.

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Live Nation Can't Cancel Suit Over Eras Tour Sales Meltdown

Law 360 M&A

A California federal judge refused Friday to end a proposed securities class action alleging Live Nation made misleading statements about its operations when news of alleged anticompetitive practices with Ticketmaster caused stock prices to drop, finding the suit describes "a materially different state of affairs" than what Live Nation claimed.

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Capital Planning and IRS Section 6166

Auto Dealer Valuation Insights

Successful enterprising families are careful and deliberate consumers of family capital. Thoughtful capital planning comprises two distinct but related decisions. For family businesses with significant ownership concentrations, the estate taxes eventually payable upon the death of a primary shareholder can represent a significant contingent “non-operating” liability.

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Latham, Jackson Walker Avoid Sanctions Over Sorrento Venue

Law 360 M&A

A Texas bankruptcy judge declined to level sanctions against Latham & Watkins LLP and Jackson Walker LLP for trying to establish Texas jurisdiction for California-based Sorrento Therapeutics Inc. in its Chapter 11 bankruptcy, finding that their conduct did not amount to bankruptcy fraud.

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Up In The Air: JetBlue-Spirit Merger Appeals Reach New Heights In Legal Battle

Benzinga

JetBlue Airways Corporation (NASDAQ: JBLU ) and Spirit Airlines Inc (NYSE: SAVE ) approached a U.S. appeals court with a plea on Monday to reverse a previous court decision that halted their proposed $3.8 billion merger. This appeal was made following a block by the U.S. Department of Justice, challenging the merger's legality and potential impact on market competition.

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Del. Justices Back Toss Of $500M Maxim-Analog Merger Suit

Law 360 M&A

The Delaware Supreme Court on Monday refused to revive investors' $500 million challenge to Maxim Integrated Products Inc.'s $21 billion merger with Analog Devices Inc., leaving intact a Chancery Court decision throwing out the case in May.

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Specialty Plastics for Medical Devices Company Initiates Sell-Side Engagement

Sun Acquisitions

Business photo created by rawpixel.com – www.freepik.com CHICAGO, IL – February 23, 2024 – A distinguished specialty plastics provider for medical devices out of Northern California, has initiated a sell-side engagement represented by Sun Acquisitions. With approximately 20 years of dedicated service, the client has established itself as a trusted partner in the medical device market.

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JetBlue, Spirit Tell 1st Circ. $3.8B Deal Is Good For Most Fliers

Law 360 M&A

JetBlue Airways and Spirit Airlines told the First Circuit on Monday that a $3.8 billion merger should not have been blocked because the judge who stopped the sale sought to protect a small, hypothetical subset of travelers to the detriment of the vast majority who stand to benefit from the deal.

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Acquisitions as a Gateway to Minimalist Design Innovation in Sign Manufacturing

Sun Acquisitions

In recent years, Sun Acquisitions, has observed rapid growth in the sign manufacturing industry though it’s M & A activity with sign manufacturing buyers and sellers. The sign manufacturing industry is witnessing a surge in minimalist design innovation. This trend is not just a fad but a strategic move for sign manufacturers to stay ahead of industry trends and reduce production costs.

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Proxy Advice Is Not Solicitation, DC Judge Rules In SEC Case

Law 360 M&A

A D.C. federal judge tossed U.S. Securities and Exchange Commission regulations that define voting advice from proxy advisory firms as solicitation under agency rules, granting a win to one such firm following years of on-and-off litigation.

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Reducing Staff Turnover Through Strategic Mergers: How M&A Can Stabilize MedSpa Workforces

Sun Acquisitions

In recent years, Sun Acquisitions, has observed rapid growth in the medical spa (MedSpa) industry though it’s M & A activity with MedSpa buyers and sellers. Despite challenges like high employee turnover rates, the industry’s resilience and adaptation to consumer needs continue to drive its expansion. In this context, mergers and acquisitions (M&A) have emerged as an important strategic tool for MedSpa owners to stabilize their workforces by integrating with other MedSpa companies

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Real Estate Group Of The Year: Fried Frank

Law 360 M&A

Fried Frank Harris Shriver & Jacobson LLP helped clients close deals last year for the development of prominent additions to the New York City and Las Vegas skylines, earning the firm a spot among Law360's 2023 Real Estate Groups of the Year.

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