Wed.Apr 27, 2022

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The Perils and Promise of ESG-Based Compensation: A Response to Bebchuk and Tallarita

Harvard Corporate Governance

Posted by Ira Kay, Pay Governance LLC, on Wednesday, April 27, 2022 Editor's Note: Ira T. Kay is managing partner/founder of Pay Governance LLC. This post relates to The Perils and Questionable Promise of ESG-Based Compensation by Lucian A. Bebchuk and Roberto Tallarita (discussed on the Forum here ). Evolution of Environmental, Social, and Governance (ESG) metrics-based incentive programs within large corporations: What impact will they have on the companies themselves and broader society?

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Social media as a service differentiator: How to win

Mckinsey and Company

With customers increasingly moving their service interactions onto social media, companies have an opportunity to leverage these channels to differentiate their service experience.

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ESG and Climate Change Blind Spots: Turning the Corner on SEC Disclosure

Harvard Corporate Governance

Posted by Donna M. Nagy (Indiana University) and Cynthia A. Williams (York University), on Wednesday, April 27, 2022 Editor's Note: Donna M. Nagy is the C. Ben Dutton Professor of Law and Executive Associate Dean at Indiana University Maurer School of Law–Bloomington; and Cynthia A. Williams is the Osler Chair in Business Law at Osgoode Hall Law School at York University.

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Building a green business: Lessons from sustainability start-ups

Mckinsey and Company

Green tech and climate technology companies are rapidly altering the competitive landscape. With sustainability now a business imperative, incumbents need to move quickly—or risk being left behind.

Start-ups 110
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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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Creditor Deemed a Controller by Dint of Its Voting Power

Harvard Corporate Governance

Posted by Lynn Neuner, Jonathan Youngwood, Janet Gochman, Simpson Thacher & Bartlett LLP, on Wednesday, April 27, 2022 Editor's Note: Lynn K. Neuner and Jonathan K. Youngwood are partners and Janet Gochman is senior counsel at Simpson Thacher & Bartlett LLP. This post is based on their Simpson Thacher memorandum, and is part of the Delaware law series ; links to other posts in the series are available here.

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Top Takeaways From the Digital Risk Maturity Report 2022

Audit Board

Digital risk has become one of the fastest-growing, most pervasive risks in any organization. The 2022 World Economic Forum Global Risks Report estimates digital commerce will be worth $800 billion by 2024, while a recent Gartner survey reveals that digital risk is the number one strategic business priority for corporate directors in 2022 and 2023. Gartner defines “ digital risk ” as the set of risks inherent in digital products, services, and supporting processes.

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11 Largest Leveraged Buyouts Of All Time

Benzinga

A leveraged buyout is simply defined as the purchase of a controlling share in a company by its management using outside capital. Tesla Inc (NASDAQ: TSLA ) CEO Elon Musk took billions in leveraged loans to take control of Twitter Inc (NYSE: TWTR ) with funding from banks such as Barclays PLC (NYSE: BCS ) and Bank of America Corp (NYSE: BAC ), marking the transaction — Full story available on Benzinga.com.

Banking 98
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To Whom Should Internal Audit Leaders Report?

Internal Audit 360

L et me start by saying, this is a touchy subject. While there is very little debate that the head of internal audit, usually the chief audit executive (CAE), should report functionally to the board (usually the audit committee of the board), there are some strong opinions on where it should report for administrative purposes. This is what the Institute of Internal Auditors’ Professional Standards have to say (with my emphasis): “The chief audit executive must report to a level within the organi

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Trulieve Acquires Greenhouse Wellness West Virginia, Gains Its 10th Cannabis Dispensary Permit In The State

Benzinga

Trulieve Cannabis Corp. (OTCQX: TCNNF ) (CSE:TRUL) closed the acquisition of Greenhouse Wellness West Virginia Dispensaries LLC, holder of a West Virginia dispensary permit. Trulieve paid an immaterial amount of cash consideration for the transaction. Greenhouse was awarded the dispensary permit in Martinsburg, West Virginia, in January 2021. This location, combined with Trulieve's nine other dispensary permits, are spread across many of the most populous areas in the state.

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Employee Engagement Ideas for Manufacturing Industry: 11 Actionable Tips from our Experts

Rhythm Systems

I grew up in a manufacturing family. My grandmother had her own manufacturing company, and my father was a partner in a local manufacturing company. I still have very fond memories working in and running the business. It was like one big happy family - most of the time, that is. We had employees that stayed with us pretty much from the beginning and that would be close to forty years in some cases.

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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 Daily Biotech Pulse: Molecular Partners Plunges On Double Bad News, Pfizer/BioNTech Seek Nod For COVID-19 Shot In Kids, Pfizer Invests In Zentalis

Benzinga

Here's a roundup of top developments in the biotech space over the last 24 hours. Stocks In Focus. Pfizer, BioNTech Seeks Emergency Use Nod For COVID-19 Vaccine For Kids 5-11 Years. Pfizer Inc (NYSE: PFE ) and BioNTech SE (NASDAQ: BNTX ) have submitted an FDA Emergency Use Authorization (EUA) application for a 10-µg booster dose of COVID-19 Vaccine for children 5 through 11 years of age.

Finance 97
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4 Reasons Gender Diversity Makes Your Board Stronger

N Contracts

Is Your Board Providing a Credible Challenge? Boards are required to provide a credible challenge to management. They are not there to rubber stamp management’s wishes, but to evaluate information and ask thoughtful questions. It’s a system of checks and balances.

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Musk’s Twitter financing tests Wall Street’s mettle: ‘What could go wrong?’

Financial Times M&A

Volatile moves in Tesla stock underline deal’s risks as billionaire’s plan for $21bn equity portion remains a mystery

Finance 98
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Leveraging Internal Audits

Machen McChesney

Many companies have an internal audit department that tests whether the organization is accurately reporting financial results and complying with U.S. Generally Accepted Accounting Principles (GAAP). But it’s important for internal auditors to think beyond compliance.

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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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Smile Telecoms – Second Restructuring Plan Sanctioned

National Law Review M&A

Mark Prior Jurisdiction: United Kingdom Type of Law: Financial Institutions & Banking Corporate & Business Organizations Mergers & Acquisitions Global

Banking 77
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Musk Faces A Few More Hurdles Before Acquiring Twitter

Law 360 M&A

Tesla Inc. CEO Elon Musk's agreement to acquire Twitter Inc. for $44 billion faces several obstacles before it can become reality, though lawyers told Law360 on Wednesday these are unlikely to derail the deal.

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What Does CEO Turnover Data Tell Us about Succession Planning?

Reynolds Holding

Over the past several decades, researchers have taken a serious look at the quality of CEO succession planning at publicly traded corporations. The results have not been encouraging. The evidence suggests that many companies are slow to terminate an under-performing CEO, are caught flat-footed in the event of a sudden CEO departure, and are often unprepared to identify a viable or permanent successor.

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Lessons On Avoiding E-Discovery Violations And Sanctions

Law 360 M&A

Michael Fox and David Cohen at Reed Smith discuss how counsel can assist their clients in meeting preservation obligations for electronically stored information in light of recent federal rulings on spoliation sanctions motions for possible violations of this duty.

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Apollo and Mukesh Ambani’s Reliance plan joint bid for Boots

Financial Times M&A

Private equity giant teams up with India’s largest company in attempt to buy UK pharmacy chain

Equity 98
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Nursing Home Biz Wins Court Approval Of Bankruptcy Plan

Law 360 M&A

American Eagle Delaware Holding Co. LLC won court approval Wednesday of a Chapter 11 plan to eliminate $40 million of debt and allow the bankrupt nursing home chain to keep operating, overcoming the dissent of one class of bondholders that voted to reject the plan.

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Elon Musk Got Twitter Because He Gets Twitter

NYT M&A

Elon Musk reveals what he wants Twitter to be by how he acts on it.

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BREAKING: 1st, 2nd Circ Picks Among Latest Biden Judicial Nominations

Law 360 M&A

President Joe Biden tapped two women with experience as public defenders to serve on federal appellate courts Wednesday, nominating a U.S. District Court judge from Connecticut to the Second Circuit and the public defender of Rhode Island to a vacancy on the First Circuit, according to a White House announcement.

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ISS Discusses Japanese Board Independence and Diversity

Reynolds Holding

A recent ISS analysis of Japanese board composition finds a marked uptick in board independence and female board representation. At the close of Japan’s March 2022 “mini-season”, ISS found a 13percentage point jump in companies with at least a one-third independent board (based on the Tokyo Stock Exchange (TSE) classification), and a 12-percentage point increase in boards with at least one female director for companies listed on TSE’s Prime (the former First) listing section, compared with the s

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Twitter's Top Atty Attacked, And Defended, After Musk Tweet

Law 360 M&A

A slew of Twitter users attacked the social media giant's top attorney Vijaya Gadde after prospective buyer Elon Musk highlighted a tweet Tuesday calling her "the top censorship advocate at Twitter," prompting the company's current and former CEOs and others to publicly defend her.

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WPP offloads Russian business as sales rise

Financial Times M&A

World’s largest advertising group beats expectations and raises forecasts for this year

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Zoom Icebreakers: 55 Pro Tips for 2022

Rhythm Systems

As I was scrolling through my social media feeds this week, I noticed a trend that more tech companies are announcing a permanent move to hybrid or even a “remote-first” approach for the indefinite future. As companies look to 2021 and make their make budgeting and resourcing decisions, it’s not a mystery why many are choosing to reduce investment in physical spaces and double down on the remote work infrastructure if their business model allows it.

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Court held fuel mixture credit reduces taxpayer’s excise tax liability

LaPorte

(authored by RSM US LLP) The Sixth Circuit affirmed that a taxpayer must reduce its tax deduction for fuel tax when claiming a credit against the fuel tax liability. The post Court held fuel mixture credit reduces taxpayer’s excise tax liability first appeared on LaPorte.

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Elon Musk Beats Chancery Suit Over Tesla's SolarCity Deal

Law 360 M&A

Tesla CEO Elon Musk won an epic Delaware Chancery Court battle Wednesday over a stockholder claim for $13 billion in damages tied to claims that he breached his fiduciary duty to the electric car company in an allegedly conflicted and unfair $2.6 billion purchase of rooftop solar company SolarCity.

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Tap into the educator expense deduction

Henry Horne

Teachers provide so much of their time, money and energy to make sure their students are taken care of. Still, most teachers are not reimbursed for the money they spend on teaching materials and classroom supplies. This is why the educator expense deduction was put in place and made permanent in 2015. Don’t miss: Tax … Keep Reading. The post Tap into the educator expense deduction appeared first on Henry+Horne.

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Dechert Expands Private Equity Practice With NC Partner

Law 360 M&A

Dechert LLP has announced the arrival of a new partner to the firm's corporate and securities practice group in Charlotte, North Carolina, as a part of its private equity expansion.

Equity 52
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Caladrius Biosciences To Merge With Privately-Held Cend Therapeutics

Benzinga

Caladrius Biosciences Inc (NASDAQ: CLBS ) and privately-held Cend Therapeutics Inc have agreed to merge in an all-stock approximate "merger of equals" transaction approved by the Boards of Directors of each company. The transaction values each company at $90 million, which for Caladrius represents a 136% premium to its market cap on April 26.

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Akin Gump Hires New Corporate Partner In NY

Law 360 M&A

Akin Gump has hired a new corporate partner to its New York office, the firm said earlier this month, describing the addition as "an excellent example" of the firm's "strategic growth.

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Wyndham Sells Wyndham Grand Orlando Bonnet Creek Hotel In Florida

Benzinga

Tishman Realty and Cross Lake Partners have acquired the Wyndham Grand Orlando Bonnet Creek hotel from Wyndham Hotels & Resorts Inc (NYSE: WH ). The financial terms of the deal were. Full story available on Benzinga.com.

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Value Gap: What Is It and How to Close It?

Quantive

If you were to sell your business tomorrow, do you know how much you could get out of it? Whether you plan to sell your business soon or much later, or even if you haven’t considered this option so far, knowing your company’s value is always a good place to start. You are never immune to […].