Fri.Jun 03, 2022

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CEO Pay Proposals Face Growing Investor Disapproval

Harvard Corporate Governance

Posted by Subodh Mishra, Institutional Shareholder Services, Inc., on Friday, June 3, 2022 Editor's Note: Subodh Mishra is Global Head of Communications at Institutional Shareholder Services, Inc. This post is based on an ISS memorandum by Brian Johnson, Executive Director at ISS Corporate Solutions. Related research from the Program on Corporate Governance includes Paying for Long-Term Performance by Lucian Bebchuk and Jesse Fried (discussed on the Forum here ); and The CEO Pay Slice by Lucia

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Fear factor: Overcoming human barriers to innovation

Mckinsey and Company

Worries about failure, criticism, and career impact hold back many people from embracing innovation. Here’s how to create a culture that accounts for the human side of innovation.

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Weekly Roundup: May 27-June 2, 2022

Harvard Corporate Governance

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, June 3, 2022 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of May 27-June 2, 2022. Statement by Commissioner Peirce on Proposed Updates to Names Rule. Posted by Hester M. Peirce, U.S. Securities and Exchange Commission, on Friday, May 27, 2022.

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Author Talks: Think digital

Mckinsey and Company

People have long worried about being replaced by machines, but Tsedal Neeley says the true threat to job security in the digital age is other humans—namely those who know how to use digital tools.

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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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The SEC’s Cyber Disclosures

Harvard Corporate Governance

Posted by Shiva Rajgopal (Columbia University) and Alex Sharpe (Sharpe Consulting LLC), on Friday, June 3, 2022 Editor's Note: Shiva Rajgopal is Roy Bernard Kester and T.W. Byrnes Professor of Accounting and Auditing at Columbia Business School, and Alex Sharpe is founder of Sharpe Consulting LLC. This post is based on their recent comment letter to the U.S.

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How banks can minimize risk: Lessons from a leading European bank

Avanade

Learn how banks can stay ahead of multiple, always-evolving risks that can impact their business with Avanade’s risk management solution on the Databricks Lakehouse platform.

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Twitter-Musk Deal Clears US Antitrust Hurdle

Law 360 M&A

Twitter Inc. said Friday that a federal waiting period governing the antitrust review of Elon Musk's $44 billion offer to acquire the social media giant has expired, enabling the deal to proceed with one fewer hurdle.

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How to be a great 21st-century CEO

Mckinsey and Company

What do CEOs do? Why do they do it that way? And what matters most?

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Stockholders Settle Pivotal-VMware Merger Suit For $42.5M

Law 360 M&A

Shareholders in a Delaware Chancery Court class action challenging Pivotal Software Inc.'s $2.7 billion sale to VMware Inc. in 2019 have agreed to settle their case for $42.5 million in a deal that would permanently end claims that the sales negotiations were not protected from controller interests and conflicts.

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Understanding the SEC’s proposed climate risk disclosure rule

Mckinsey and Company

A new rule proposed by the SEC would require companies to significantly increase their reporting on climate risk. We look at the implications for senior executives.

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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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Texas Justices To Decide Fate Of Ex-Astros Owner Fraud Suit

Law 360 M&A

The Texas Supreme Court on Friday agreed to decide whether a billionaire former owner of baseball's Houston Astros must face a lawsuit alleging that he lied to get a better price for the team and its stake in a now-bankrupt regional sports network.

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The Importance of a Quality of Earnings Study

Auto Dealer Valuation Insights

As we’ve been writing in recent blog posts, consolidation efforts in the RIA space are facing multiple headwinds. Among them, market conditions and inflation are motivating buyers to scrutinize profit estimates more than ever. In that light, we thought our readers would appreciate this guest post by our colleague, Jay D. Wilson, Jr., CFA, ASA, CBA, who works with banks and FinTechs.

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FTC Sues To Block Hospital Mergers In NJ, Utah

Law 360 M&A

The U.S. Federal Trade Commission announced Thursday that it plans to file two separate antitrust lawsuits in federal courts seeking to block recently announced hospital mergers in Utah and New Jersey, claiming that the deals will drive up health care prices for consumers.

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Bristol-Myers Squibb to acquire cancer drugmaker Turning Point for $4.1bn

Financial Times M&A

Deal is latest in a series of bolt-on acquisitions by pharmaceutical companies

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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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Foley Reps Hospitality REIT In $260M Buy Of Texas Property

Law 360 M&A

Foley & Lardner LLP said it has represented real estate investment trust Ryman Hospitality Properties Inc. in its $260 million acquisition of the Block 21 mixed-use development complex that occupies an entire city block in downtown Austin, Texas.

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FCF Life Sciences co-organized “ACCESS CHINA Biotech Forum – Sommer Showcase 2022”

Fox Corporate Finance

FCF co-organized, together with its partner YAFO Capital, the “ACCESS CHINA Biotech Forum” which was held online on June 21st & 24th, 2022. ACCESS CHINA Biotech Forum is a quarterly corporate access event series between. Read more. The post FCF Life Sciences co-organized “ACCESS CHINA Biotech Forum – Sommer Showcase 2022” appeared first on FCF Fox Corporate Finance GmbH.

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Attorneys Should Tread Carefully On Job Counteroffers

Law 360 M&A

Promises of more compensation to keep attorneys from leaving their jobs have become commonplace in today's hot job market, but lawyers should weigh their options carefully as accepting a counteroffer can negatively affect reputation, says Leeron Molloy at VOYlegal.

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FCF Life Sciences co-organized “ACCESS CHINA Biotech Forum – Sommer Showcase 2022”

Fox Corporate Finance

FCF co-organized, together with its partner YAFO Capital, the “ACCESS CHINA Biotech Forum” which was held online on June 21st & 24th, 2022. ACCESS CHINA Biotech Forum is a quarterly corporate access event series between. Read more. The post FCF Life Sciences co-organized “ACCESS CHINA Biotech Forum – Sommer Showcase 2022” appeared first on FCF Fox Corporate Finance GmbH.

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Carlyle Must Face Chancery Suit Over Authentix Sale

Law 360 M&A

Private equity firm The Carlyle Group Inc. and three directors of authentication provider Authentix Inc. must face claims in Delaware's Chancery Court that they breached their fiduciary duties in 2017 when they approved the company's $77.5 million sale to private equity firm Blue Water Energy LLP.

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Mineral Aggregator Valuation Multiples Study Released

Auto Dealer Valuation Insights

Mercer Capital has its finger on the pulse of the minerals market. An important trend has been the rise of mineral aggregators, which have largely supplanted the trusts as the primary method of publicly traded minerals ownership. Due to a variety of corporate structures (including master limited partnerships and Up-Cs) and complex capital structures (including preferred equity and non-traded.

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AuditBoard Named Top Performer in Capterra Shortlist Report for Risk Management and Compliance Software

Audit Board

Customer reviews rank AuditBoard’s modern connected audit, risk and compliance platform as a top performer. LOS ANGELES, CA — June 3 , 2022 — AuditBoard , the leading cloud-based platform transforming audit, risk, and compliance management, today announced that it has been named a top risk management and compliance software product by Capterra, a free online service that helps organizations find the right software.

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7 Types of Auto Loans You Should Know About

Financial Analyst Insider

If you are looking to buy a car on loan, know that different auto loan types can be different for different situations. For example, if. The post 7 Types of Auto Loans You Should Know About appeared first on Financial Analyst Insider.

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MSC Industrial Supply Acquires Engman-Taylor To Enhance Position In Metalworking

Benzinga

MSC Industrial Direct Co Inc. (NYSE: MSM ) has acquired Engman-Taylor , a Menomonee Falls, Wisconsin-based distributor of metalworking tools and supplies. Financial terms were not disclosed. MSC Industrial expects the acquisition to be roughly. Full story available on Benzinga.com.

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Monthly Merger Review Snapshot

Law 360 M&A

Canada's competition enforcer moved to block the $20 billion merger of Rogers Communications Inc. and Shaw Communications Inc. in May, while authorities in the U.S. and U.K. induced the abandonment of deals for a wall panel supplier and an auction services outfit, respectively. Here, Law360 looks at the biggest developments in merger reviews from last month.

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Sycamore, Franchise Group Submit Bids for Kohl's: WSJ

Benzinga

Kohl’s Corp (NYSE: KSS ) has received takeover bids form from private-equity firm Sycamore Partners and retail holding company Franchise Group, Inc (NASDAQ: FRG ), the Wall Street Journal reported. Sycamore proposed $50 a. Full story available on Benzinga.com.

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Rising Star: Paul Weiss' Laura Turano

Law 360 M&A

Laura Turano of Paul Weiss Rifkind Wharton & Garrison LLP worked on a range of multibillion-dollar transactions, including Teladoc Health's $18.5 billion acquisition of Livongo Health and Carrier Global's $3.1 billion sale of its Chubb Fire & Security business, making her one of the mergers and acquisitions attorneys under age 40 honored by Law360 as Rising Stars.

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Frontier, Spirit Airlines Amend Merger Agreement - See What's The Change

Benzinga

Spirit Airlines Inc (NYSE: SAVE ) and Frontier Group Holdings Inc (NASDAQ: ULCC ), the parent company of Frontier Airlines, Inc., amended their previously announced merger agreement. In the unlikely event the combination is not consummated for antitrust reasons, Frontier would pay a reverse termination fee of $250 million , or $2.23 per share, to Spirit under the provisions of the amended merger agreement.

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What Is A 338(H)(10) Election And Why It Is Important To Me?

Benchmark Report

Knowing the structure of a transaction you are involved in is key to optimizing the composition of a deal. If you enter a proposed transaction thinking you understand the offer, you may be blindsided by various structures that may affect your net cash position. A critical aspect of a transaction is understanding the structure and what it means for you as a buyer or seller.

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Here's Why Society Pass Shares Are Trading Higher Premarket

Benzinga

Society Pass Inc (NASDAQ: SOPA ) has acquired Singapore-based Gorilla Networks Pte Ltd, a leading next-generation Web3-enabled MVNO. The financial terms of the transaction remain undisclosed. Gorilla offers a full suite of mobile communication services like local calls, international roaming, data, and SMS texting. Gorilla. Full story available on Benzinga.com.

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McKinsey Africa podcast with Mukuru CEO Andy Jury

Mckinsey and Company

In Africa, fintechs are helping to drive forward key strategic priorities such as financial inclusion - as well as make the established banking players reinvigorate innovation. We talk to Andy Jury, the CEO of Mukuru about the potential of this sector.

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Bowman Expands In Gulf Coast Through Fabre Engineering Acquisition - Read More For Details

Benzinga

Bowman Consulting Group Ltd (NASDAQ: BWMN ) has purchased Fabre Engineering, Inc., a provider of civil engineering and land surveying in Florida, Alabama, and Mississippi. Financial terms were not disclosed. Pensacola, Florida-based Fabre Engineering was founded in 1981 by Frank Fabre. It specializes in water, stormwater, Full story available on Benzinga.com.

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Golden shares: a tarnished solution that smacks of protectionism

Financial Times M&A

State shares take a toll in terms of performance and free markets

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Mohawk Acquires Vitromex Ceramic Tile Business For $293M Cash

Benzinga

Mohawk Industries Inc (NYSE: MHK ) has agreed to acquire the Vitromex ceramic tile business from Grupo Industrial Saltillo (GIS) for about $293 million in cash. Vitromex was founded in 1967 and includes four manufacturing facilities strategically located throughout Mexico. Mohawk expects the acquisition to enhance its customer base, manufacturing efficiencies, and logistical capabilities.

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Investor Tells Del. Court Ex-Friend Usurped $30M Stock Right

Law 360 M&A

An investor who accused a former friend of first managing and then hijacking his shares after a subsidiary spinoff now worth $30 million told a Delaware vice chancellor on Friday that the friend abruptly stopped acknowledging the ownership after the big gain.

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