Thu.Apr 21, 2022

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Spotlight on Boards: Spring 2022 Update

Harvard Corporate Governance

Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Thursday, April 21, 2022 Editor's Note: Martin Lipton is a founding partner of Wachtell, Lipton, Rosen & Katz, specializing in mergers and acquisitions and matters affecting corporate policy and strategy. This post is based on a Wachtell Lipton memorandum by Mr. Lipton, Steven A. Rosenblum , Karessa L.

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US manufacturing: The next frontier for sustainable, inclusive growth

Mckinsey and Company

US manufacturing has an outsize impact on the nation’s economy. How can business leaders harness innovation to revitalize the manufacturing sector and drive inclusive economic growth?

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The Proposed Private Fund Advisers Rule

Harvard Corporate Governance

Posted by Harvey L. Pitt, Kalorama Partners, LLC, on Thursday, April 21, 2022 Editor's Note: Harvey L. Pitt is Chief Executive Officer at Kalorama Partners LLC and its law firm affiliate Kalorama Legal Services PLLC, and former Chairman of the U. S. Securities and Exchange Commission. This post is based on his comment letter to the U.S. Securities and Exchange Commission.

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Elon's Twitter Play: Valuation and Corporate Governance Consequences

Musings on Markets

I am not a prolific user of social media platforms, completely inactive on Facebook and a casual lurker on LinkedIn, but I do use Twitter occasionally, and have done so for a long time, with my first tweet in April 2009, making me ancient by Twitter standards. That said, I tweet less than ten times a month and follow only three people (three of my four children) on the platform.

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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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Outsprinting the energy crisis

Mckinsey and Company

High energy costs are hitting Europe’s industrial players hard. Bold action could protect margins today and make companies cleaner, stronger, and more profitable for the future.

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Elon Musk secures $46.5bn to fund possible hostile bid for Twitter

The Guardian M&A

Tesla CEO is putting $21bn of his own money in the package, according to US watchdog filing Elon Musk has secured $46.5bn (£35.6bn) in financing to fund a possible hostile bid for Twitter and is putting up $21bn of his own money as part of the package. On top of that equity, Musk is raising a further $12.5bn for the offer via a margin loan secured against his shares in Tesla, the electric carmaker that he runs as CEO.

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Elon Musk Details Plan for $46.5 Billion Twitter Takeover

NYT M&A

Mr. Musk has been building a stake in the social media company and last week made an unsolicited offer to acquire it outright.

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Charting net zero: Insights on what the transition could look like

Mckinsey and Company

See the opportunities and risks of the net-zero transition through eight of our recent data visualizations.

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Funding Secured For Possible Elon Musk Twitter Takeover

Benzinga

No, this time it's for real. On the evening of April 19, Tesla Inc (NASDAQ: TSLA ) CEO Elon Musk sent a mysterious tweet : " is the Night." Filling in the blank would be "Tender" since Musk intends to make a tender offer to purchase 100% of Twitter Inc ( NYSE: TWTR ), and according to Benzinga Pro , Musk has acquired the $46.5 billion loan required to acquire the social media network.

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Musk unveils $46bn financing package to fund Twitter bid

Financial Times M&A

Tesla billionaire says he will personally provide $21bn of equity for the deal

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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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3 Ways BaaS Platforms Can Help Fintechs Work with Financial Institutions—and 3 Critical Ways They Can’t

N Contracts

Banking as a Service (BaaS) is a business model that allows fintechs and other companies to partner with licensed financial institutions to provide banking services like credit cards, deposit accounts, and loans. In a BaaS arrangement, the participating company connects directly to the financial institution’s core through an application programming interface (API) integration.

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OCR Requests Comments on Recognized Security Practices and Distributing Proceeds of HIPAA Enforcement Actions

ThomsonReuters

Considerations for Implementing the Health Information Technology for Economic and Clinical Health (HITECH) Act, as Amended; Request for Information, 45 CFR Part 164, 87 Fed. Reg. 19833 (Apr. 6, 2022). Available at [link]. HHS’s Office for Civil Rights (OCR) has issued a request for information (RFI) seeking public comments on two provisions of the Health Information Technology for Economic and Clinical Health Act (HITECH Act): the effect of recognized security practices, and sharing of penalty

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Ulmer & Berne Grabs Regulations Partner For NY Office

Law 360 M&A

The New York offices of Ulmer & Berne has swiped a new partner for its health care regulations practice from the Long Island offices of Abrams Fensterman Fensterman Eisman Formato Ferrara Wolf & Carone LLP, where he helped package deals.

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Ransomware Prevention Checklist: Five Steps to Prepare

Audit Board

Several high-profile ransomware attacks, including an incident involving Colonial Pipeline, which resulted in fuel shortages on the east coast, underscore the severity of the threat and why your organization should take steps to harden its defenses. Cybersecurity Ventures predicts that by 2031 ransomware will generate losses of $265 billion per year with an attack taking place every two seconds.

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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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Benchmark International Successfully Facilitated the Transaction Between ARC Abatement Holding Inc and West Fork IP, LLC

Benchmark Report

Benchmark International successfully facilitated the transaction of a collection of four Texas-based companies that provide a range of services, including hazardous material abatement, environmental consulting, and training for private and public clients across the United States. The four operational entities include ARC Abatement, Inc. and ARC Abatement I, Ltd, ARC Industrial Services, LLC, and Asbestos Consulting Services, Inc.

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SEC Public Company Cybersecurity Disclosure Proposed Rules: Your Top Questions Answered

Audit Board

Cybersecurity has been a top risk to businesses for several years, and most businesses have taken this threat very seriously. Companies’ actions to mitigate cybersecurity risk are not generally visible to the public, so investors are often in the dark when deciding which companies are good options for their investments. . The U.S. Securities and Exchange Commission (SEC) recognizes the importance of this information, and in an effort to increase transparency it has proposed new cybersecurity dis

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THG deal talk tarts up its troubles

Financial Times M&A

Nutrition and beauty group’s confirmation of takeover approaches overshadows pressures on its business

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Rethinking E-Discovery Readiness Amid Rise Of Collab Tools

Law 360 M&A

Online collaboration platforms and instant messaging tools are quickly becoming the primary mode of internal business communications, leading to disputes around discoverability of data on these platforms and underscoring the need for new preservation processes to ensure compliance with discovery obligations, say Jay Carle and Ryan Tilot at Seyfarth.

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With Elon Musk, You Can’t Spell “Funding Secured” Without “Fun”

NYT M&A

The rocket man shored up $46.5 billion for his Twitter bid, pushing the drama toward its third week.

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Customers Lift Airline Bankruptcy Merger Row To 2nd Circ.

Law 360 M&A

A group of airline customers signaled Thursday their intention to appeal a New York federal judge's ruling upholding a 2013 merger between American Airlines and US Airways up to the Second Circuit Court of Appeals, extending the long-running antitrust battle that arose from American's bankruptcy.

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What Is the Current Standard for Determining Whether a Requested Hardship Distribution Is Necessary?

ThomsonReuters

QUESTION: I understand that obtaining a hardship distribution from a 401(k) plan requires a certain type of hardship and proof that a 401k plan distribution is necessary to alleviate the hardship. What is the current standard for proving necessity? ANSWER: In the past (generally, distributions prior to 2020), plans could use either of two standards for determining whether a hardship distribution was necessary: a safe harbor standard or a “non-safe harbor” standard.

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Biden Administration's FY 2023 Budget Plan Calls for Corporate, High-Net-Worth Individuals Tax Hikes

Machen McChesney

The Biden administration’s fiscal year 2023 budget blueprint, released on March 28, consists of a mix of familiar proposals and brand-new initiatives that reflect the President’s policy objectives. The proposals are described in more detail in the General Explanations of the Administration’s Fiscal Year 2023 Revenue Proposals, commonly referred to as the “ Green Book ,” that was released with the budget, and include the President’s now-familiar calls for increasing the top corporate tax rate to

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Agency FAQs (Part 53) Adopt Machine-Readable Files Safe Harbor for In-Network Rates Not Expressed as Dollar Amount

ThomsonReuters

FAQs About Affordable Care Act Implementation Part 53 (Apr. 19, 2022). Available at [link]. The DOL, HHS, and IRS have issued FAQ guidance (Part 53) adopting an enforcement safe harbor for health plans and insurers reporting certain types of in-network rates under the transparency in coverage (TiC) regulations. As background, TiC final regulations issued in November 2020 include requirements for health plans and insurers to publicly disclose price information in machine-readable files for plan

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Cloud foundations: Ten commandments for faster—and more profitable—cloud migrations

Mckinsey and Company

Cloud migrations founder quickly unless organizations invest in building the right cloud foundations.

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Agencies Revise Process Guides and Open Portal for Surprise Billing Independent Dispute Resolution

ThomsonReuters

Federal Independent Dispute Resolution (IDR) Process Guidance for Disputing Parties (Apr. 2022); Federal Independent Dispute Resolution (IDR) Process Guidance for Certified IDR Entities (Apr. 2022). Disputing Parties Process Guide. IDRE Process Guide. The DOL, IRS, and HHS have jointly issued revised process guides for independent dispute resolution (IDR) under the No Surprises Act, enacted as part of the Consolidated Appropriations Act, 2021 (CAA) (see our Checkpoint article ).

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Strengthsfinder for Teams: Engage Your Team By Focusing on Their Strengths

Rhythm Systems

In order to live our Core Value to Keep Smart , our team does company-wide training each year (in addition to the department-specific training we do on an ongoing basis). This year, we all took Gallup’s StrengthsFinder 2.0 assessment and had a day of learning together about our strengths. Our partner at Gallup, Patrick Mieritz, kicked us off with a great introduction to strengths, and our team spent the rest of the day learning about each other’s strengths and how we prefer to work.

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THG rejects takeover bids as revenues jump by 35%

The Guardian M&A

Online shopping group describes ‘multiple’ attempts to buy company as ‘unacceptable’ Online shopping group THG has dismissed “numerous” takeover approaches as “unacceptable”, saying they undervalued the company. Manchester-based THG (formerly known as The Hut Group), which runs beauty and nutrition websites including Lookfantastic, Cult Beauty and Myprotein, confirmed there had been interest from third parties, but said the company was not currently involved in any talks.

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B2B growth is where it’s green

Mckinsey and Company

Two authors of an upcoming article on sustainability opportunities share their views on how this imperative goes beyond ethics.

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Twitter board in a bind as Elon Musk makes his move

Financial Times M&A

Billionaire’s bid has exposed the social media company’s chequered performance

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Deals Rumor Mill: Twitter, Zendesk, Hitachi

Law 360 M&A

Elon Musk isn’t the only one interested in a Twitter takeover, Zendesk has hired an adviser as it considers a sale, and Hitachi is looking to sell a $1.56 billion stake in its transport business. Here, Law360 breaks down these and other deal rumors from the past week that you need to be aware of.

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Adler and Aggregate’s Azeri triangle comes full circle

Financial Times M&A

That pesky former Soviet republic just keeps popping up at the German real estate group eh?

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Icahn Blasts McDonald's, Wall Street Cos. For ESG 'Cover-Up'

Law 360 M&A

Billionaire investor Carl Icahn called out McDonald's and its "hollow" environmental, social and governance agenda Thursday, blasting the fast food giant's animal welfare practices to illustrate a broader ESG "hypocrisy" among Wall Street firms and their backers.

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Elon Musk’s bid for Twitter: secured financing is secured

Financial Times M&A

Plus, Bill Ackman’s $400mn Netflix loss is Carl Icahn’s gain and the CEO of Goldman Sachs takes a trip to the Caribbean

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ARR Multiples Benchmark: 10 SaaS Verticals Compared [2022]

Sharp Sheets

There’s a lot of confusion on how to value SaaS companies, and especially ARR multiples. Whilst we won’t discuss here how to value yours (check out our tutorial on SaaS valuation), in this article we are looking at the ARR multiples of 12 different SaaS verticals to identify patterns you can use for your own valuation. This article is based on the thorough analysis of 120 publicly-listed comparables which we are listing below.