Wed.Jun 08, 2022

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The Quest for Legitimacy in Corporate Law

Harvard Corporate Governance

Posted by Stavros Gadinis (University of California at Berkeley) and Christophe Havasy (Harvard Law School), on Wednesday, June 8, 2022 Editor's Note: Stavros Gadinis is Professor of Law at the University of California at Berkeley School of Law and Christophe Havsay is a Ph.D Candidate at Harvard University. This post is based on their recent paper.

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The future of African oil and gas: Positioning for the energy transition

Mckinsey and Company

With momentum for sustainability building, Africa’s oil and gas producing nations have a unique opportunity to embark on an inclusive energy transition and chart a course toward a sustainable future.

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Four Traps Boards Should Avoid

Harvard Corporate Governance

Posted by David Brown, National Association of Corporate Directors (NACD), on Wednesday, June 8, 2022 Editor's Note: David Brown is managing director of Alvarez & Marsal. This post is based on a NACD BoardTalk publication. The COVID-19 pandemic required directors to immerse themselves in the weeds of day-to-day decision-making. Small decisions, such as who came into the office and how often, became big decisions as the disruption’s massive shock waves impacted almost every aspect of operatio

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Ten ways to accelerate the benefits of digital health in Saudi Arabia

Mckinsey and Company

Saudi Arabia has already taken steps to digitize its healthcare system and fast-track improvements in patient experience, quality of care, and efficiency.

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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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Policy Insights: Say on Climate

Harvard Corporate Governance

Posted by John Galloway, Vanguard, Inc., on Wednesday, June 8, 2022 Editor's Note: John Galloway is Global Head of Investment Stewardship at Vanguard, Inc. This post is based on a publication by Vanguard Investment Stewardship. Executive summary. At this time, Vanguard does not proactively encourage companies to hold a “Say on Climate” vote given the lack of established standards or widely accepted market norms that govern these votes.

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Deal Structures: Negotiating Your Post Closing Agreement

Viking Mergers

At Viking, we firmly believe that one of the best ways to make the right decisions about selling your business (and most anything, really) is to be well-informed. So, we set out to create this four-part series as a practical resource for business owners like you. In Part One, we discussed negotiating payment terms ; Part Two covered how to negotiate assets conveyed ; and in Part Three, we dove into legalities to negotiate in a business sale.

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Climenko Fellow at Harvard Law School and Ph.D. Candidate at Harvard University

Harvard Corporate Governance

Posted by Stavros Gadinis (University of California at Berkeley) and Christopher Havasy (Harvard Law School), on Wednesday, June 8, 2022 Editor's Note: Stavros Gadinis is Professor of Law at the University of California at Berkeley School of Law and Christopher Havsay is Climenko Fellow at Harvard Law School and a Ph.D. Candidate at Harvard University in the Government Department.

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UPDATE: Is Twitter Calling Elon Musk's Bluff? What You Need To Know

Benzinga

On Monday, the lawyers that represent Tesla Inc (NASDAQ: TSLA ) CEO Elon Musk sent a letter to Twitter Inc (NYSE: TWTR ) Chief Legal Officer Vijaya Gadde with a note from Musk accusing the platform of refusing “to provide the information that Mr. Musk has repeatedly requested since May 9, 2022, to facilitate his evaluation of spam and fake accounts on the company’s platform.

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Author Talks: We need to talk about Asian American mental health

Mckinsey and Company

Dr. Jenny Wang created the Instagram account @asiansformentalhealth in fall 2019. As the pandemic—and anti-Asian hate—spread, it became a haven for Asian Americans seeking mental-health resources.

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Twitter Said to Agree to Give Elon Musk Access to Stream of Tweets

NYT M&A

The move may make it tougher for Mr. Musk, who has said he is not getting enough information from the company, to end the $44 billion acquisition.

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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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Congratulating ISA’s 2022 Award Winners

ISA

6/8/2022 12:00:00 AM. The ISA Annual Awards Program gives us the opportunity to recognize individuals who have gone above and beyond to help strengthen the mission of ISA and the personal property appraising profession. In addition to bestowing more than 15 awards this year, ISA would like to give a huge thank you to the board, committee members, members, and staff for their hard work in keeping ISA running smoothly throughout such a difficult year.

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Twitter to share data with Musk as it presses ahead with vote on $44bn deal

Financial Times M&A

Social media company says it expects shareholder vote by early August as it agrees to Tesla boss’s information demand

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Spirit Airlines Postpones Vote On Frontier Merger Following JetBlue's New Takeover Bid

Benzinga

Spirit Airlines Inc. (NYSE: SAVE ) has abruptly postponed its Friday stockholder vote on its merger with Frontier Group Holdings (NASDAQ: ULCC ) after JetBlue Airways (NASDAQ: JBLU ) expanded its unsolicited offer to buy the carrier. What Happened: Spirit and Frontier announced merger plans in February in a deal valued at $6.6 billion; the combined entity would become the nation’s fifth-largest airline.

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Walmart heir agrees to buy Denver Broncos American football franchise

Financial Times M&A

Reported sum of $4.

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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 Notus Heavy Lift Solutions Limited and British Engineering Services Limited

Benchmark Report

Benchmark International is delighted to announce the acquisition of Liverpool-based Notus by Warrington-based British Engineering Services. Notus is an engineering consultancy specialising in the delivery of heavy lift and transport consultancy services, lifting assurance, and the planning and execution of lifting operations. Services are delivered across the energy, rail, defence, and construction sectors throughout the UK and Europe.

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Walmart Heir Rob Walton Buys American Football Franchise Denver Broncos

Benzinga

Rob Walton, one of the heirs of Walmart Inc (NYSE: WMT ) fortune, has agreed to acquire the American football franchise, Denver Broncos. The deal was sealed for $4.65 billion, the Full story available on Benzinga.com.

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Top Benefits of Hiring Outsourced Accounting Services

Machen McChesney

Do you outsource HR and IT but feel squeamish about letting someone else get too close to your numbers? You probably have a fluctuating need for a bookkeeper, an accountant, a controller, and a chief financial officer. You could hire all these people, but outsourcing can provide these services when you need them at significant cost savings.

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Is Netflix Exploring Acquisition Opportunities? Why Roku Stock Is Surging

Benzinga

Roku Inc (NASDAQ: ROKU ) shares are trading higher Wednesday following a Business Insider report suggesting the company may be in talks to be acquired by Netflix Inc (NASDAQ: NFLX ). According to the report, citing people familiar with the matter, Roku has "abruptly" closed the employee window for trading and talks of. Full story available on Benzinga.com.

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Spirit delays vote on merger with Frontier, as bidding war with JetBlue heats up.

NYT M&A

A merger of Spirit with either Frontier or JetBlue would create the fifth-largest airline in the United States, which could better compete with the nation’s dominant carriers.

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June 2022 Food and Beverage Review: Mergers & Acquisitions

National Law Review M&A

Bryan S.

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$27M Settlement In Mindbody Suit Yields $7.89M Fee Award

Law 360 M&A

Friedlander & Gorris PA and Berstein Litowitz Berger & Grossmann LLP will collect $7.89 million from a $27 million settlement that Delaware's Chancery Court approved Wednesday in a consolidated stockholder class action over Mindbody Inc.'s $1.9 billion merger in 2018 with Vista Equity Partners.

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Buying and Selling a File Management, Storage and Transfer Business

Shephard Mullin M&A

Technology solutions for the transfer, storage and management of electronic files and other digital content is vitally important for organizations to meet compliance obligations, ensure adequate data security and to administer company data generally. Companies that provide solutions in this space – including in managed file transfer (MFT), file transfer protocol (FTP), cloud content storage and management and file sync-share, among others – are therefore very attractive targets for buyers in th

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Motivated Business Sellers

A Neumann & Associates

Quite often, motivated investors seeking to buy a business approach our firm directly. This request can take different forms. Investors might respond to a particular business we have advertised for sale (naturally without our firm disclosing the name or location of the company for sale). Another instance an investor might reach out is the desire for an investment in a specific geographical location or market segment/niche for acquisition – and hire us under our Preferred Investor Program (

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Top Benefits of Hiring Outsourced Accounting Services

Machen McChesney

Do you outsource HR and IT but feel squeamish about letting someone else get too close to your numbers? You probably have a fluctuating need for a bookkeeper, an accountant, a controller, and a chief financial officer. You could hire all these people, but outsourcing can provide these services when you need them at significant cost savings.

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20 Years After Passage of Sarbanes-Oxley Act, Companies Face Continuing Struggle to Moderate Compliance Costs, Finds New Protiviti Survey

Audit Board

Internal audit and finance leaders need to modernize their SOX compliance approaches to mitigate costs and retain talent. MENLO PARK, CA - June 9, 2022 – The thirteenth annual Sarbanes-Oxley (SOX) Compliance Survey , conducted by global consulting firm Protiviti, finds that hours devoted to SOX compliance increased for 53% of companies across most industries, company sizes and reporting types.

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Simply Better Says Market Woes Made $99M Soda Deal Fizzle

Law 360 M&A

Canadian consumer products company Simply Better Brands Corp. will not go ahead with an announced $99 million deal to acquire Seattle-based Jones Soda Co., which recently added some cannabis products to its line, the two companies have announced.

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Top Takeaways from the 2022 Protiviti SOX Survey Report

Audit Board

Protiviti’s 2022 SOX compliance survey reveals that SOX compliance hours and costs continue to climb across most company sizes, industries, and reporting types. The silver lining is that internal audit and SOX teams are ramping up efforts to automate and streamline their compliance efforts — paving the way for greater efficiencies and potential cost savings down the line.

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FTC Probe Into Rx Middlemen May Spark Industry Shakeup

Law 360 M&A

Concerns that pharmaceutical middlemen inflate drug prices and harm patients have led the Federal Trade Commission to launch a probe into the largely unregulated industry, and legal experts say the move could unwind long-settled mergers and open companies up to prosecution.

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Drowning in Debt? Tips on Being Financially Responsible

Financial Analyst Insider

Debt can be a huge burden, both emotionally and financially. If you are drowning in debt, you must take steps to become financially responsible, like. The post Drowning in Debt? Tips on Being Financially Responsible appeared first on Financial Analyst Insider.

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Analysis: Kohl's Downhill Road To Seeking A Buyer

Benzinga

The news from earlier this week that Kohl’s Corp. (NYSE: KSS ) was in advanced talks to be acquired by Franchise Group Inc. (NASDAQ: FRG ) marked the beginning of the end for a financially troubled department store chain whose leadership vainly attempted to ignore concerns that it was leading the company in the wrong direction. What Happened: Kohl’s operates 1,100 stores in every state except Hawaii.

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SEC Constitutionality Ruling May Embolden FTC Targets

Law 360 M&A

The Fifth Circuit's recent Jarkesy v. U.S. Securities and Exchange Commission decision — that restrictions insulating administrative law judges from removal, among other policies dictating agency procedures, are unconstitutional — may also apply to the Federal Trade Commission, giving companies strong procedural arguments to disrupt enforcement proceedings against them, say attorneys at Kirkland.

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Get state tax proactive – SALT credits, incentives and property taxes

Henry Horne

We’re mid-year, making now a great time to look at state tax items and take proactive steps to comply with and take full advantage of your state tax environment. Yesterday, we talked about reviewing income, net worth and gross receipts tax returns and indirect tax payments. Today, we’ll look at reviewing SALT credits, incentives and … Keep Reading.

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CohnReznick Pays $2M To End SEC's Flawed Audits Charges

Law 360 M&A

The New York-based accounting firm CohnReznick LLP has agreed to pay $1.9 million to resolve the U.S. Securities and Exchange Commission's charges that the firm and three partners violated professional rules of conduct leading two clients to file fraudulent financial statements in 2017, according to an SEC order published Wednesday.

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M&A Trends In The Lower And Middle Markets

Benchmark Report

In the first quarter of 2022, global middle-market M&A activity maintained the momentum that we saw in 2021. Last year, lower and middle-market companies played major roles in deal-making activity. Companies of all sizes enjoyed significant buyer interest in sectors ranging from tech, transportation, healthcare, manufacturing, and logistics. A notable imbalance in supply and demand in the lower and middle markets has been driving up the valuations of healthy companies in hot sectors.