Thu.Mar 14, 2024

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Chancery Addresses Fiduciary Duty Claims Arising from Reincorporation to Nevada

Harvard Corporate Governance

Posted by Amy Simmerman, Brad Sorrels, and David Berger, Wilson Sonsini Goodrich & Rosati, on Thursday, March 14, 2024 Editor's Note: Amy Simmerman , Brad Sorrels , and David Berger are Partners at Wilson Sonsini Goodrich & Rosati. This post is based on a Wilson Sonsini memorandum by Ms. Simmerman, Mr. Sorrels, Mr. Berger, Joe Slights , and Tiphanie Cascella and is part of the Delaware Law series ; links to other posts in the series are available here.

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What is economic inclusion?

Mckinsey and Company

Economic inclusion is when people not only have their basic subsistence needs met but also are productive, fulfilled, and fully empowered to make choices about their lives.

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Corporate responses to stock price fragility

Harvard Corporate Governance

Posted by Richard Friberg (Stockholm School of Economics), Itay Goldstein (University of Pennsylvania), and Kristine Hankins (University of Kentucky), on Thursday, March 14, 2024 Editor's Note: Richard Friberg is the Jacob Wallenberg Professor of Economics at the Stockholm School of Economics, Itay Goldstein is the Joel S. Ehrenkranz Family Professor of Finance at the Wharton School of the University of Pennsylvania, and Kristine Hankins is the William E.

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Biden Comes Out Against $14.9B U.S. Steel-Nippon Merger

Law 360 M&A

President Joe Biden came out in opposition of U.S. Steel's planned $14.9 billion merger with Japan's Nippon Steel Corp. on Thursday, echoing lawmakers who have expressed concerns about the sale of an American institution to a foreign power.

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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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Comment on The Lack of Transparency in Appraiser Compensation by Matthew Ellis on Facebook

Appraisers Blog

Ive been asking this for years. Why is it so important for the invoice to NOT be added? Seems shady. Well, it is. Junk fees tacked on to the consumer under the guise of appraisal fee.

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Del. Concedes Appraisal Math Miss In HBK Share Award

Law 360 M&A

Delaware's Court of Chancery has issued a rare post-merger appraisal ruling correction, adding $6.1 million to an earlier post-deal valuation of Pivotal Software Inc. shares held by two HBK Capital Management affiliates at the time of Pivotal's $2.7 billion sale to VMWare Inc. in 2019.

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Mnuchin Says He's Forming Investor Group To Buy TikTok

Law 360 M&A

Former U.S. Treasury Secretary Steven Mnuchin said Thursday he is forming an investor group to buy TikTok, one day after a measure to separate the social media platform from its Chinese owners passed the House.

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Identifying value in family-owned businesses

Mckinsey and Company

Outperforming family-owned businesses use a combination of value-creating mindsets and actions. Private equity firms looking to engage should understand them.

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Why Coporate Governance Needs to Account for Data-Driven Mergers

Reynolds Holding

Why might an insurance company acquire a robot manufacturer or a retailer acquire a home security provider? The answer might have once been diversification, but now it is more likely to be a desire for data. A new type of merger, the data-driven merger, is playing an increasingly important role in the economy, and analyzing Elon Musk’s acquisition of Twitter as an example reveals how Elon Musk’s business strategy could be just a play for data, and how corporate governance does not adequately

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Comment on The Lack of Transparency in Appraiser Compensation by Pat Turner

Appraisers Blog

The current system of bundling appraiser compensation with third-party fees can lead to confusion & frustration for consumers

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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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Redesigning for speed: Addressing life cycle compression in biopharma

Mckinsey and Company

Biopharmaceutical companies that make bold moves to address life cycle compression, including reshaping portfolios and operations for agility and decisiveness, can capture value from innovation.

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Green Giant Hunt: KKR Targets Encavis In $3B Takeover Play

Benzinga

KKR & Co (NYSE: KKR ) plans to launch a voluntary public takeover offer to all shareholders of Encavis AG (OTC: ENCVF ) for an equity value of around €2.8 billion. Elbe Bidco, an investment vehicle owned by KKR, plans to offer a cash consideration of €17.50 per Encavis share. This represents an attractive premium of 54% to the undisturbed closing share price and 33% to the undisturbed three-month volume-weighted average share price as of March 5, 2024.

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Benchmark International Has Successfully Facilitated The Transaction Between A US Based Client And A Large Industry Leader

Benchmark Report

Benchmark International's US-based client, an automation and throughput optimization software company, completed a transaction with a larger industry leader.

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Nationwide has a lot to lose in its unwise bet on Virgin Money

Financial Times M&A

The potential merger is not a risk-free proposition

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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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Gamers Seek To Block Microsoft From 'Dismantling' Activision

Law 360 M&A

Gamers who are still challenging Microsoft's now-completed union with gaming titan Activision Blizzard say a California federal court must hand down an order stopping further integration of the two businesses after Microsoft laid off 1,900 people from the gaming company.

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Top 7 Mistakes Business Sellers Make

Sun M&A

While starting a business is easily one of the most challenging tasks for a business owner, selling that business isn’t without stress. Too often, business sellers rush into the process or make mistakes that can cost them millions. Fortunately, Hasbrouck Heights, NJ, business broker Sun Mergers & Acquisitions has years of experience guiding business owners through the process.

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Food Delivery App Can't Beat Investor Suit Over SPAC Deal

Law 360 M&A

A New York federal judge has trimmed a suit against Grab Holdings Ltd., a company that operates mobile food delivery and ride-hailing services, but retained allegations that several sections of a proxy statement Grab filed with a special purpose acquisition company were false and misleading.

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Seller Representations and Warranties in a Business Sale

IBG Business

The wording of representations and warranties in a purchase agreement is critical, and ensuring their integrity is a vital role of the parties’ attorneys and, for the seller, their M&A advisor. In virtually every business sale, the purchase agreement contains a section in which the seller makes certain “representations and warranties” (R&Ws) regarding the state of their company.

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Ex-Real Estate Exec Accused Of $77M WeWork Stock Fraud

Law 360 M&A

Manhattan federal prosecutors announced Thursday that the former CEO of real estate investment firm ArciTerra was indicted, alleging he issued a bogus $77 million offer for WeWork shares in an ultimately failed attempt to cash in on call options after juicing the stock price.

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Hilton Checks Into the Campus Scene: Inks $210M Deal To Bring Graduate Hotels Under Its Umbrella

Benzinga

Hilton Hotels Corporation (NYSE: HLT ) has entered into an agreement with Adventurous Journeys Capital Partners (AJ Capital) to acquire the Graduate Hotels brand. Hilton will pay $210 million to acquire all rights to the Graduate brand worldwide. The company will also enter into franchise agreements for all existing and signed pipeline Graduate Hotels.

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Near Intelligence's Ch. 11 Plan Gets Court's Approval

Law 360 M&A

A Delaware bankruptcy judge on Thursday confirmed consumer data platform Near Intelligence's Chapter 11 plan, which went through without objection after negotiations resolved outstanding concerns.

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AstraZeneca Beefs Up Its Endocrine Disease Pipeline With Amolyt Pharma Deal Worth $1.05B

Benzinga

Thursday, AstraZeneca Plc (NASDAQ: AZN ) agreed to acquire Amolyt Pharma , a clinical-stage biotechnology company focused on developing treatments for rare endocrine diseases. Under the terms of the agreement, AstraZeneca will acquire all of Amolyt Pharma’s outstanding shares for a total consideration of up to $1.05 billion on a cash and debt-free basis, including $800 million upfront at deal closing, plus the right for Amolyt Pharma’s shareholders to receive an additional contingent

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Chesapeake Investor Challenges $7.4B Southwestern Deal

Law 360 M&A

A shareholder of Chesapeake Energy Corp. sued the company and some of its officers and directors on Wednesday in an attempt to enjoin a proposed $7.4 billion acquisition of Southwestern Energy, saying investors cannot make an informed decision on whether to approve the deal or not based on the incomplete financial information provided.

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Why Gaming Audio & Accessory Firm Turtle Beach Shares Are Rocketing Premarket Thursday

Benzinga

Turtle Beach Corporation (NASDAQ: HEAR ) shares are surging premarket after the company disclosed Performance Designed Products (PDP) acquisition and said it plans to launch a reverse Dutch tender auction. Acquisition : The company disclosed the execution of definitive deals to acquire PDP, a gaming accessories provider, at an enterprise value of $118 million.

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Weil, Memery Crystal Lead £28M Offer For SmartSpace

Law 360 M&A

British software company SmartSpace said Thursday that visitor management systems maker Sign In Solutions Inc. has offered to buy it for approximately £28.4 million ($36.2 million) in a deal guided by Weil Gotshal & Manges LLP and Memery Crystal.

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Value of Equipment: Liquidation, Replacement, or Fair Market?

Peak Business Valuation

In the world of business, determining the value of equipment is paramount. You may be responsible for financial reporting, asset acquisition, or strategic planning. Understanding the worth of machinery and equipment can significantly impact decision-making processes. Central to this calculation are three key equipment valuation approaches. These include the liquidation value, replacement value, and fair market value.

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Financier Denies Misusing Proceeds In Mike Ashley Dispute

Law 360 M&A

Financier Amanda Staveley has denied misusing a £10 million ($12.8 million) loan provided by former Newcastle United owner Mike Ashley to pay a consultant, saying it was a legitimate brokerage payment to secure the takeover of the English football club.

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First Wave BioPharma Completes Merger Deal With ImmunogenX Adding Phase 3-Ready Candidate For Celiac Disease

Benzinga

First Wave BioPharma Inc (NASDAQ: FWBI ) has acquired ImmunogenX in an all-stock transaction with the combined company focused on advancing a gastrointestinal (GI) pipeline. First Wave BioPharma signed a non-binding term sheet in December to acquire ImmunogenX. James Sapirstein will continue to serve as Chairman and CEO of First Wave BioPharma, with Dr.

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KKR Lobs €2.8B Takeover Bid At German Energy Biz

Law 360 M&A

Private equity giant KKR on Thursday lobbed a €2.8 billion ($3.05 billion) takeover bid at German renewable energy platform and independent power producer Encavis AG in a deal built by at least five firms that is aimed at strengthening Germany's energy future and supports the renewable energy transition in Europe.

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Entrepreneurs explain why they set up an EMI scheme

Vested

In the competitive landscape of small to medium-sized enterprises (SMEs), finding effective ways to attract and retain top talent while fostering growth is crucial - but far from easy. Luckily, there are tools to help. One such tool is the Enterprise Management Incentive (EMI) scheme.

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Jones Day, Cooley Steer AstraZeneca's $1B Bid For Amolyt

Law 360 M&A

AstraZeneca said Thursday that it has agreed to acquire Amolyt Pharma, a clinical stage biotechnology company, in a deal worth up to $1.05 billion to expand its late-stage rare disease pipeline in an acquisition guided by Jones Day and Cooley LLP.

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RedBird IMI favours Telegraph sale after Sunak sought to block deal

Financial Times M&A

Venture between US-based RedBird and Abu Dhabi’s IMI is aiming to recoup £600mn investment

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Stonepeak Completes Acquisition of Textainer

Benzinga

NEW YORK and HAMILTON, Bermuda, March 14, 2024 (GLOBE NEWSWIRE) -- Stonepeak, a leading alternative investment firm specializing in infrastructure and real assets, today announced it has completed its acquisition of Textainer Group Holdings Limited (NYSE: TGH , JSE: TXT)) ("Textainer" or "the Company"), one of the world's largest lessors of intermodal containers.

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Private Equity: There’s a New Metric in Town.

John Jenkins

According to this MiddleMarket.com article, while limited partners in PE funds have historically looked to IRR as the key metric in determining investment decisions, a sharp decline in distributions over the past two years has caused many to shift their focus to a different metric.

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