Thu.Jun 01, 2023

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Anti-ESG Shareholder Proposals in 2023

Harvard Corporate Governance

Posted by Heidi Welsh, Sustainable Investment Institute, on Thursday, June 1, 2023 Editor's Note: Heidi Welsh is the Executive Director at the Sustainable Investments Institute. Related research from the Program on Corporate Governance includes The Illusory Promise of Stakeholder Governance (discussed on the Forum here ) by Lucian A. Bebchuk and Roberto Tallarita ; How Much Do Investors Care about Social Responsibility?

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Appraised Value vs. Market Value: Understanding the Differences and Why They Matter

Viking Mergers

If you are considering selling your small to midsize business, you may already know that extensive financial information goes into constructing a deal. Appraisal and fair market values are two of these figures, which are fundamental in getting the most money for the company you have worked hard to build. Although these two numbers should ideally be the same, fluctuations in the market coupled with more subjective factors not found on paper often mean that it is different.

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Officer Exculpation Under Delaware Law—Encouraging Results in Year One

Harvard Corporate Governance

Posted by Brian V. Breheny, Allison L. Land, and Ryan J. Adams, Skadden, Arps, Slate, Meagher & Flom LLP, on Thursday, June 1, 2023 Editor's Note: Brian V. Breheny , and Allison L. Land are Partners and Ryan J. Adams is Counsel at Skadden, Arps, Slate, Meagher & Flom LLP. This post is by Mr. Breheny, Ms. Land, Mr. Adams, Alexander J. Vargas and Melanie Yeames , and is part of the Delaware law series ; links to other posts in the series are available here.

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3 Firms Seek $27.6M For $87.5M Time Warner-Charter Deal

Law 360 M&A

Bernstein Litowitz Berger & Grossmann LLP, Block & Leviton LLP and Heyman Enerio Gattuso & Hirzel LLP are asking the Delaware Chancery Court to award them roughly $27.6 million in connection with a proposed $87.5 million deal that would end a stockholder derivative challenge to the $55 billion Charter Communications-Time Warner Cable merger.

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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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2023 Proxy Season: More Proposals, Lower Support

Harvard Corporate Governance

Posted by Paul Washington and Merel Spierings, The Conference Board, Inc., on Thursday, June 1, 2023 Editor's Note: Paul Washington is Executive Director of the ESG Center at The Conference Board, Inc. Merel Spierings is Researcher at the ESG Center. This post relates to Shareholder Voting Trends Live Dashboard , an online dashboard published by The Conference Board in partnership with ESG data analytics firm ESGAUGE and in collaboration with Russell Reynolds Associates and Rutgers Center for Co

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Does Software Development Count as a Research and Development Tax Credit?

Redpath

Editor's note: This piece was updated from 2020 to include additional resources. June 1, 2023 — Encouraging U.S. economic performance to reach its potential is important enough that there is a tax credit for research and development (R&D). Technology companies, and really any company that works with software, should make sure they’re taking advantage of it if they are eligible.

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IRS Provides Interim Guidance on Expansion of EPCRS Under SECURE 2.0 Act

ThomsonReuters

IRS Notice 2023-43 (May 25, 2023) Available at [link] The IRS has issued Notice 2023-43, providing interim guidance on the expanded self-correction program under the Employee Plans Compliance Resolution System (EPCRS). As background, the SECURE 2.0 Act made sweeping changes to self-correction under EPCRS (see our Checkpoint article ). While the changes technically took effect December 29, 2022, the extent to which the SECURE 2.0 Act changes plans’ current self-correction options is uncertain b

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MGG Investment Group Supports Investment in United Medical Systems

Business Wire M&A

NEW YORK--(BUSINESS WIRE)--MGG Investment Group LP (“MGG”) today announced that it has made a debt and equity investment to support Access & Integrated Practice Holdings’ acquisition of United Medical Systems Inc. (“UMS”), a national provider of premier transportable and in-house urology solutions to hospitals, surgery centers, and offices. Terms of the transaction were not disclosed.

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Growing a global tech unicorn: Five key insights from Infobip

Mckinsey and Company

The CEO and cofounder of Infobip shares how the company has used small, mission-based teams and a positive growth mindset to capture high-yield, low-cost tech markets.

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Comment on AMC Fee Impact on Appraisal Fee by Dave H

Appraisers Blog

10+- years ago I was invited by Solidifi to attend a meet and greet happy hour in downtown Phoenix. The alcohol was flowing freely, which led Solidifi Staff to brag about their margins, Top 15 Lender Client List and quarterly bonuses. I don’t know why I was invited as I don’t think I had completed more than 10 orders for them. I discontinued my relationship with them immediately thereafter.

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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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Author Talks: What does it mean to be a good middle manager?

Mckinsey and Company

Three McKinsey partners discuss the untapped value in middle managers that most companies leave on the table.

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Comment on AMC Fee Impact on Appraisal Fee by Donna

Appraisers Blog

In reply to David. Incorrect. There are appraisers who are completing appraisals for 1980s fees. $300 and below for a URAR.

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Is your workplace ready for flexible work? A survey offers clues

Mckinsey and Company

Flexible work can deliver both better employee engagement and real estate savings. Here’s how tenants and investors can prepare.

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Comment on AMC Fee Impact on Appraisal Fee by Howard W.

Appraisers Blog

While the borrower was charged $695 for the appraisal, the appraiser was only paid $301. The AMC fee was $394.

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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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Assessing Overlapping Boards After DOJ Crackdown

Cooley M&A

Over the past year, the U.S. Department of Justice has garnered headlines by issuing press releases announcing that directors have stepped down from 10 company boards, in response to DOJ concerns that their roles violated the Clayton Act’s Section 8 prohibitions on interlocking directorates.In October 2022, the DOJ announced the resignation of directors from the boards of five companies.

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Dechra agrees £4.5bn takeover offer from buyout group EQT

Financial Times M&A

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

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Alterra Mountain Company to Acquire Schweitzer in Idaho

Business Wire M&A

DENVER--(BUSINESS WIRE)--Alterra Mountain Company has announced that it has entered into an agreement to purchase Idaho’s Schweitzer, further expanding the company’s portfolio in the Pacific Northwest by joining Crystal Mountain in Washington. The addition of Schweitzer will bring the company’s portfolio to 17 year-round mountain destinations throughout North America.

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Deals Rumor Mill: Warner Bros, Carlyle Group, WE Soda

Law 360 M&A

Warner Bros could cash out of a U.K. production company, Carlyle Group is buying a Czech optics company, and WE Soda is looking to launch an IPO. Here, Law360 breaks down the notable deal rumors from the past week.

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Lomiko Announces Closing of the Acquisition of the Carmin Natural Flake Graphite Property in Southern Quebec

Business Wire M&A

MONTREAL--(BUSINESS WIRE)--Lomiko Metals Inc. (TSX.V: LMR) (“Lomiko Metals” or the “Company”) advises that it has applied and received TSX-V approval for the acquisition agreement entered among SOQUEM Inc. and a private owner to acquire 100% of 17 mineral claims forming the Carmin project (the “Property”). The Property covers 678 hectares (6,780 Sq km).

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Brian Davis Drops Suit Against BofA Over Commanders Bid

Law 360 M&A

Former college and professional basketball player Brian Davis has voluntarily dropped his lawsuit against Bank of America that accused the bank of withholding his bid for the NFL's Washington Commanders from owner Dan Snyder, a move that comes days after Bank of America reportedly called into question the legitimacy of his claims.

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Bayer to acquire exclusive license from Cedilla Therapeutics on selective inhibitors in pre-clinical precision oncology

Business Wire M&A

BERLIN & BOSTON--(BUSINESS WIRE)--Bayer and Cedilla Therapeutics, a biotechnology company bringing a new dimension to precision oncology, today announced an exclusive license agreement to develop and commercialize Cedilla Therapeutics’ CyclinE1/CDK2 complex inhibitors which selectively address oncogenic drivers. Overexpression or genetic activation of Cyclin Dependent Kinase 2 (CDK2) binding partner cyclin E is a key oncogenic process in several cancers.

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Activision Gamers' Bid To Depose CEO Paused For FTC Trial

Law 360 M&A

A California federal judge on Thursday postponed gamers' request to depose Activision Blizzard's CEO Bobby Kotick in their suit opposing Microsoft's planned $68.7 billion purchase of the video game company, saying it "doesn't make sense" to rule before an upcoming August trial in the FTC's suit challenging the deal.

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New Jersey American Water Completes Acquisition of Egg Harbor City Water and Sewer Systems

Business Wire M&A

CAMDEN, N.J.--(BUSINESS WIRE)--New Jersey American Water announced today it has completed its acquisition of the water and wastewater systems of Egg Harbor City, N.J. for $21.8 million.

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Comment on AMC Fee Impact on Appraisal Fee by Spencer Paul

Appraisers Blog

This is about knowing what you are worth. If you know what you are worth, then go and get it. Don’t be that appraiser that want’s to make-up the difference in the lower fee by completing more work. This is stupid and destructive to your self worth and the industry as a whole. How do I raise my fee? 1. Just do it, just like a ripping off a band-aid.

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The Quell Foundation and Survive First Merge to Provide Mental Health Support to First Responders

Business Wire M&A

NORTH FALMOUTH, Mass.--(BUSINESS WIRE)--The Quell Foundation, a non-profit organization dedicated to improving the lives of people living with mental health challenges, is pleased to announce its merger with Survive First, a Washington-state 501c3 based in Cocoa Beach, FL.

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Comment on AMC Fee Impact on Appraisal Fee by That Scott Guy

Appraisers Blog

In reply to Retired Appraiser. I knew you’d be along to crap in this thread. Maybe you should find a knitting forum or coin collecting forum to go haunt, since you’re retired and all.

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Accenture Acquires Nextira, Expanding Engineering Capabilities in Artificial Intelligence and Machine Learning

Business Wire M&A

NEW YORK & AUSTIN, Texas--(BUSINESS WIRE)--Accenture has acquired Nextira, an Amazon Web Services (AWS) Premier Partner that uses AWS to deliver cloud-native innovation.

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Comment on AMC Fee Impact on Appraisal Fee by Guy Rocco

Appraisers Blog

I would say several things about this ongoing situation: 1) Any appraiser doing a 1004 report for $310 is just digging a grave for themselves & everyone else – And unfortunately it appears the funeral arrangements are well underway – JUST SAY NO!!! 2) AMC legislation needs to be overhauled-anything that can be addressed either through Depts.

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Tegna, Standard General Hearing Terminated At FCC

Law 360 M&A

An in-house administrative judge at the Federal Communications Commission on Thursday terminated a hearing initiated to examine two public interest issues related to the now-defunct $8.6 billion plan by hedge fund Standard General to take broadcaster Tegna private, saying there's no need to pursue what would be a purely "academic" inquiry.

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Comment on AMC Fee Impact on Appraisal Fee by David Samnick

Appraisers Blog

Looks like the curtain is being pulled all the way back on the wizard these days. It’s time for all appraisers to see this, expose this, and stop cowering in your basements. This is OUR INDUSTRY. It’s time that we make that clear to the ringmasters who think they are in control of our independence. CONSUMER PROTECTION is at great risk. We are the gatekeepers.

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UK Antitrust Scrutiny of Roll-up Acquisitions

John Jenkins

As we’ve acknowledged here, the FTC isn’t the only agency with an ambitious antitrust agenda – the UK and the EU seem to be on the same page. This blog post from Cleary’s Antitrust Watch highlights that the UK Competition and Markets Authority has identified roll-up acquisitions by PE funds as an enforcement priority.

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Comment on AMC Fee Impact on Appraisal Fee by Retired Appraiser

Appraisers Blog

In reply to That Scott Guy. I provided you with a solution to the problem Scotty. Read on. Unfortunately, the solution requires work from appraisers (something I have yet to see for the last 14 years). If you wish to save what’s left of this JOB get off of your butt and put in the work.

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Norton Rose Adds 6 More Lawyers From BCLP

Law 360 M&A

Norton Rose Fulbright has added another six lawyers and a senior consultant from Bryan Cave Leighton Paisner LLP less than two months after it poached a six-partner team from BCLP.

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Comment on AMC Fee Impact on Appraisal Fee by Matthew Ellis on Facebook

Appraisers Blog

I once asked the regional manager why they were taking half the fee for basically doing nothing more than sending an email. There response was that when it’s busy appraisers get a bigger split. Now that it’s slower they are trying to get it back. Sigh. I fired them.