Fri.Sep 02, 2022

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Dealing with Activist Hedge Funds and Other Activist Investors

Harvard Corporate Governance

Posted by Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Friday, September 2, 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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The future of (hybrid) work

Mckinsey and Company

What does the future of work look like in Asia? How can leaders adapt to accommodate their employees’ wants and needs, attract new talent, and still ensure productivity?

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Trending Sources

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Separating Ownership and Information

Harvard Corporate Governance

Posted by Paul Voss (Central European University) and Marius Kulms (Continentale Versicherung), on Friday, September 2, 2022 Editor's Note: Paul Voss is Assistant Professor of Economics and Business at Central European University; and Marius Kulms is an Actuary at Continentale Versicherung. This post is based on their recent paper , forthcoming in the American Economic Review.

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Cramer Chats With Signet Jewelers About $360M Blue Nile Deal, Expanding Market Share

Benzinga

Signet Jewelers Ltd. (NYSE: SIG ) CEO Gina Drosos recently appeared on Jim Cramer ’s ‘Mad Money’ to discuss the company's recent $360-million acquisition of online jewelry retailer Blue Nile. The acquisition opens the Hamilton, Bermuda-based company up to "a new consumer cohort," Drosos explained. Blue Nile, which has been around for 20 years, recorded revenues of over $500 million in 2021 and is a pioneer of online engagement rings with.

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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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Appraiser Bias Allegations Unmask Debt Traps

Appraisers Blog

Claims of tainted appraisal unmask something else… the renewed “churning” of mortgages by nonbank lenders. Convinced racism torpedoed valuations in their home refinancings, the owners of three properties in the San Francisco Bay Area told their stories to Julian Glover, a reporter who covers the race, culture and social justice beat for ABC’s San Francisco affiliate.

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Hollysys Shares Soar As Management-Led Consortium Reportedly Weighs Offer At 71% Premium

Benzinga

A consortium led by China's Hollysys Automation Technologies, Ltd's (NASDAQ: HOLI ) management aims to take the U.S.-listed automation and control system maker private in a deal at a $1.8 billion valuation, Reuters reports. The consortium plans to offer about $29 per share, representing a premium of 71% to the firm's September 1 closing price of $16.96.

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Update On Cannabis M&A: Aurora, TerrAscend, SNDL, Curaleaf, And… A Costly Preferred Stock Raise?

Benzinga

On Thursday, analyst Pablo Zuanic from Cantor Fitzgerald offered an industry update on four recent M&A deals and Glasshouse Series B Preferred stock issuance. Highlights. Zuanic said the deal between Curaleaf Holdings Inc. (NASDAQ: CRBLF) and Four20 Pharma stands out from the rest, because it could have the greatest long term strategic implications “especially if Curaleaf international goes for a NASDAQ listing (in the event US MSOs do not have a line of sight on listing themselves).

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Harsh Market Limits IPO Prospects For Autumn Listings

Law 360 M&A

More companies are gearing up for potential initial public offerings this autumn, albeit at a restrained pace compared with the traditional post-Labor Day surge given the choppy market conditions that have delayed many IPO timetables until 2023.

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Author Talks: How to remove unconscious bias from the workplace

Mckinsey and Company

When it comes to job performance, unconscious bias can be more harmful than explicit discrimination—and everyone at work suffers for it.

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The Law and Economics of Blacklisting

Reynolds Holding

The crackdown on Tornado Cash , a crypto mixing service, continues a recent trend of regulators using blacklisting as a key enforcement tool. Tornado Cash was blacklisted by the Treasury Department for allegedly helping to launder over $7 billion in cryptocurrencies, some of which are believed to be the proceeds of cybercrimes, and Americans can no longer legally use Tornado Cash as a result.

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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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The Ethical Risks For Lawyers Accepting Payments In Crypto

Law 360 M&A

Ohio recently became the fifth jurisdiction to provide attorneys guidance on accepting cryptocurrency as payment or holding cryptocurrency in escrow, but lawyers should beware the ethics rules such payments may implicate, and consider three practical steps to minimize the risks, say Hilary Gerzhoy and Jared Marx at HWG.

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Big River shareholders vote in favour of acquisition by Aura

Benzinga

ROAD TOWN, British Virgin Islands, Sept. 02, 2022 (GLOBE NEWSWIRE) -- Aura Minerals Inc. (TSX: ORA , B3:AURA33)) (" Aura " or the " Company ") is pleased to inform that Big River Gold Limited (ASX:BRV) (" Big River ") announced today in a Press Release that the requisite majorities of each class of shareholders voted in favour of the proposed scheme of arrangement (" Scheme "), pursuant to which Borborema LLC, an indirect wholly-owned subsidiary of Aura (" BidCo ") will acquire all of the shares

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Musk Ally's Twitter Subpoena Protest Flushed In Del.

Law 360 M&A

A Delaware Chancery Court chancellor rejected on Friday Elon Musk ally David Sacks' bid to quash Twitter's cross-country subpoena for details on Sacks' potential investment in Musk's $44 billion offer to buy the social media giant, noting in part his "unusual" responses to an earlier subpoena in California.

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HTEC Group acquires Mistral Technologies to Expand its Engineering Base in Southeast Europe to Over 2,000 Professionals

Benzinga

SAN FRANCISCO, Sept. 02, 2022 (GLOBE NEWSWIRE) -- HTEC Group ("HTEC") ( www.htecgroup.com ), a global consulting, software engineering and digital product development company based in San Francisco, today announced that it has acquired Sarajevo-based Mistral Technologies. Joining forces with Mistral's team of 300, HTEC is now the largest technology company in Bosnia and Herzegovina employing close to 600 experts in the country.

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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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UK Litigation Roundup: Here's What You Missed In London

Law 360 M&A

The past week in London has seen blockchain fintech blackfridge launch an intellectual property claim against rival crypto company Tether, Thames Valley Eggs crack open a competition claim against its former director, and Dechert’s former head of white-collar crime face fresh legal action after he lied about leaking clients’ confidential information.

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UBS scraps $1.4bn takeover of robo-adviser Wealthfront

Financial Times M&A

Deal announced in January would have grown Swiss bank’s presence in US wealth management

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Four front-foot strategies to help create value in the net-zero transition

Mckinsey and Company

Companies can identify green growth opportunities and move boldly to take advantage of them.

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USPAP Standards Rule 9-4 Creates a Problem for Business Appraisers

Chris Mercer

There Is a Problem in Business Appraisal Land. There were significant changes in Standards Rule 9-4 of the Uniform Standards of Professional Appraisal Practice regarding the development of business appraisals between 2005 USPAP and 2006 USPAP. The changes relate to moving from following procedures and considering approaches to a focus on developing “credible appraisal results” and analyzing “the effect on value, if any” or a number of quite specific valuation factors.

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RIAs Are a Value Investment in a Growth Obsessed World

Auto Dealer Valuation Insights

The holy grail for automotive producers is a high-margin (i.e., high priced) product that they can sell in volume. After watching Porsche revive its failing fortunes with a pair of sport SUVs, Lamborghini jumped into the fray with the Urus. Despite an unfortunate name and a face only a Lamborghini driver could love, the Urus has a top speed of 200 miles an hour, seats four comfortably.

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Veterans File Lawsuit To Block 3M Healthcare Spinoff: Report

Benzinga

Two U.S. military veterans have reportedly sued 3M Co (NYSE: MMM ) to block the planned spinoff of its healthcare business, calling it an illegal attempt to not compensate veterans for hearing damage caused by the company's military-issue earplugs. The veterans' lawsuits allege that the earplugs failed to protect their hearing in combat or training.

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Themes from Q2 2022 Earnings Calls

Auto Dealer Valuation Insights

In the post Upstream Reviews of Q1 2022 Earnings Calls, the common themes among the earning calls of both E&P operators and mineral aggregators included the role of U.S. production in the European market, industry confidence in continued favorable pricing, and the trend of increasing completions. This week, we focus on the key takeaways from the Q2 2022 Upstream earnings calls including strong.

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MoFo Guides Nikon's €622M Purchase Of Germany's SLM

Law 360 M&A

Nikon said on Friday that it has made an offer to buy SLM Solutions, a German maker of three-dimensional metal printers, for €622 million ($621 million), as the Japanese camera-maker focuses on mass-producing complex parts.

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Kevin O'Leary-Backed WonderFi Buys Blockchain Foundry, Bolsters Web3 Capabilities

Benzinga

WonderFi Technoloies Inc. (OTCQB: WONDF ) agreed to acquire Blockchain Foundry Inc. (OTCPK: BLFDF), a blockchain development firm, in an all-stock deal. The transaction is reportedly valued at about C$12.6 million (US$9.5 million), according to Beta Kit. The deal comes one week after WonderFi, which is backed by "Shark Tank" host Kevin O'Leary , applied to list on the Nasdaq Inc (NASDAQ: NASDAQ ), and less than six months after its Coinberry acquisition.

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Euromoney Tells Shareholders To Accept £1.6B Offer

Law 360 M&A

Financial publisher Euromoney said Friday that it "unanimously recommends" that its shareholders vote in favor of a £1.6 billion ($1.8 billion) takeover bid from a private equity consortium.

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Benchmark International Successfully Facilitated the Transaction Between Doocey North East Limited and Netel Group

Benchmark Report

Benchmark International is pleased to announce the acquisition of Middlesbrough-based Doocey North East by Swedish group Netel. Doocey North East is a specialist utility services provider delivering contract services for telecommunications and fibre-optic networks. Works include the installation of ducts, micro-ducts, access chambers, street cabinets, fibre optic cable installation for local authorities and major private clients.

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Judge Issued Favorable Decision To Illumina In FTC Challenge Regarding $8B Grail Acquisition

Benzinga

Illumina Inc (NASDAQ: ILMN ) said it received a favorable initial decision from the judge overseeing the U.S. Federal Trade Commission's challenge to the Grail transaction. The company said Administrative Law Judge Michael Chappell "ruled for Illumina and rejected the FTC's position that the deal would adversely affect competition in a putative market for multi-cancer early detection (MCED) tests.

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Balanced and fair audit reports

Norman Marks

I think it’s fair to say that operating management doesn’t look forward to an internal audit report. However they may feel about the competence and professionalism of the auditors, they know from experience that the formal reports at the end of an audit won’t make them look good. The best they can hope for is […].

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The activist challenging Richemont’s ‘Godfather’ of luxury

Financial Times M&A

Plus, Italian politicians delay an airline deal and Bertelsmann’s chief fights antitrust regulators

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What is Seller's Discretionary Earnings, and How Does it Affect Valuation?

Equilest

What is Seller's Discretionary Earnings, and How Does it Affect Valuation? Equitest's business valuation team explains. . This blog post will discuss Seller's Discretionary Earnings and how it can help us evaluate companies. Let's dive right into it. . . Seller's Discretionary Earnings. A small business, usually private, would like to reduce the tax payment.

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FTC Appealing Judge's Ruling On Illumina's $8B Grail Deal

Law 360 M&A

The Federal Trade Commission said Friday it is appealing an administrative law judge's rejection of its challenge to Illumina's $8 billion reacquisition of cancer testing outfit Grail Inc.

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Proactive news headlines including Shell, Maverix Metals, Helix BioPharma, Wellteq Digital Health and Trees Corp

Benzinga

New York , Sept. 02, 2022 (GLOBE NEWSWIRE) -- Proactive, provider of real-time news and video interviews on growth companies listed in the US and Canada, has covered the following companies: Shell boss to step down next year - report click here. Jefferies instructs its staff to return to work on a regular basis click here. CleanSpark mines 395 Bitcoin in August as hashrate ramps up click here.

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Don't Miss It: Skadden, Chapman Guide Week's Hot Deals

Law 360 M&A

A lot can happen in the world of mergers and acquisitions over the course of a week, and it's difficult to keep up with all the deals. Here, Law360 recaps the ones you may have missed, including transactions helmed by Skadden Arps Slate Meagher & Flom LLP and Chapman and Cutler LLP.

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Kaltura Board Rejects K1 and Panopto's Unsolicited Acquisition Proposal

Benzinga

NEW YORK, Sept. 02, 2022 (GLOBE NEWSWIRE) -- Kaltura Inc. (NASDAQ: KLTR ) today announced that its Board of Directors (the "Board"), after a careful and thorough review conducted in consultation with its independent financial and legal advisors, has unanimously determined that the previously disclosed non-binding, unsolicited proposal received from Panopto, Inc., a private company owned by K1 Investment Management, LLC, in which Panopto would acquire all of the Company's outstanding common

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Howard Jonas Imperiled $3B Straight Path Sale, Director Says

Law 360 M&A

A former Straight Path Communications director testified Friday that board negotiators faced a "non-trivial risk" that controlling stockholder Howard Jonas would "blow up" what became a $3.1 billion sale of the company in order to block claims against its former parent IDT Corp., which he controlled.

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