Thu.Dec 22, 2022

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Proxy Advisors Update Voting Guidelines for 2023

Harvard Corporate Governance

Posted by David A. Bell, Dean Kristy, and Julia Forbess, Fenwick & West LLP, on Thursday, December 22, 2022 Editor's Note: David A. Bell , Dean Kristy , and Julia Forbess are Partners at Fenwick & West LLP. This post is based on a Fenwick memorandum by Mr. Bell, Mr. Kristy, Ms. Forbess, Ryan Mitteness , and Ron C. Llewellyn. Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy advisors in the United States, have announced updates and clarifications for their votin

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HR’s new operating model

Mckinsey and Company

Interviews with more than 100 chief human resources officers and people leaders reveal how the HR operating model is changing to drive value in a volatile business environment.

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New DOL Guidance on ESG and Proxy Voting

Harvard Corporate Governance

Posted by Michael Albano, and Elizabeth Dyer, Cleary Gottlieb Steen & Hamilton LLP, on Thursday, December 22, 2022 Editor's Note: Michael Albano and Elizabeth Dyer are partners at Cleary Gottlieb Steen & Hamilton LLP. This post is based on their Cleary memorandum. Related research from the Program on Corporate Governance includes The Illusory Promise of Stakeholder Governance (discussed on the Forum here ) by Lucian A.

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Author Talks: A toolbox for social change

Mckinsey and Company

Cofounder of Candid and former GuideStar CEO Jacob Harold details the tools—from design thinking to game theory—that organizations can use to optimize their social-impact work.

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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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Overseeing internal investigations

Harvard Corporate Governance

Posted by Maria Castañón Moats, Kristin Rivera, and Stephen G. Parker, PricewaterhouseCoopers LLP, on Thursday, December 22, 2022 Editor's Note: Maria Moats is a Leader and Stephen Parker is a Partner at the Governance Insights Center, PricewaterhouseCoopers LLP. Kristin Rivera is a Partner and the Global Forensics Leader at PricewaterhouseCoopers LLP.

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What Do All Those Employee Benefits Acronyms Stand For? (Part 3 of 3)

ThomsonReuters

QUESTION: Everybody in the employee benefits field uses acronyms like ALE, MLR, and ACA. What do these and other employee benefits acronyms stand for? ANSWER: Here’s an explanatory list of common acronyms primarily used in our Health Care Reform manual. (Last week’s Checkpoint Question of the Week included acronyms primarily used in our COBRA, HIPAA, and Group Health Plan Mandates manuals, and the Checkpoint Question of the Week from the week before included acronyms from the ERISA Complia

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SEC Urges 2nd Circ. To Uphold 2018 Deal With Elon Musk

Law 360 M&A

The U.S. Securities and Exchange Commission on Thursday urged the Second Circuit to leave in place a years-old consent decree requiring Elon Musk to get Tesla's authorization before tweeting about the company, arguing that Musk knowingly and willingly entered into that agreement, and nothing has significantly changed since.

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Owner Compensation Made Easy

BVR

Learn how RCReports can help you find owner compensation figures quickly and easily.

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Microsoft Tells FTC That $69B Activision Deal Benefits Gamers

Law 360 M&A

Microsoft Corp. told the Federal Trade Commission on Thursday that it should not block the planned $68.7 billion buyout of rival game developer Activision Blizzard because the deal will provide gamers with access to Activision games for less money and on new platforms.

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Peter Thiel-Backed Crypto Exchange Bullish Exits SPAC Deal Over New SEC Practices

Benzinga

Peter Thiel -backed cryptocurrency exchange Bullish has decided to put its plans of going public on hold. What Happened : Bullish said on Thursday that it had come to a mutual agreement with Far Peak Acquisition to no longer pursue a merger that would have seen it listed on the New York Stock Exchange. "Our quest to become a public company is taking longer than expected, but.

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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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What 3 Legal Industry Trends From 2022 Mean For Next Year

Law 360 M&A

Kate Reder Sheikh at Major Lindsey & Africa looks back on the year in legal recruiting, including practice areas that saw the most movement, which regions seemed most ripe for new office openings and who was promoted to partner, and makes some look-ahead predictions for 2023.

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Microsoft Gambles on ‘Nice Guy’ Strategy to Close Activision Megadeal

NYT M&A

Federal regulators have sued to block the $69 billion acquisition, but the company has settled on a path forward and is preparing to force the issue.

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FTC's Sole GOP Member Urges Movement On Meta-Within

Law 360 M&A

Federal Trade Commission member Christine S. Wilson wants a vote on Meta Platform's bid to delay a challenge to its purchase of fitness app company Within Unlimited and suggested her colleagues are using Meta's related bid to force FTC Chair Lina Kahn's recusal as an excuse not to act.

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The Value of Executive Visibility

Reynolds Holding

In a new paper, we examine how the visibility of executives affects the value of their firms. We define executive visibility as the ubiquity of the executive’s public profile, separate from that of the firm. Communications and public relations professionals increasingly advocate for executive visibility to make the executive appear more relatable, personable, and trustworthy to stakeholders. [1] A global survey of 1,700 non-CEO executives conducted by the communications agency Weber Shandwick (2

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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 fresh legal action brought against PrivatBank's former owner Bogolyubov over sham transactions, law firm Farrer & Co launch commercial fraud claims against five major banks, and the U.K. government's PPE supplier sued over its £122 million contract. Here, Law360 looks at these and other new claims in the U.K.

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Bridging the gap: Transversal technologies to boost Romania’s resilience

Mckinsey and Company

Romania is facing a widening technological gap compared with the rest of Europe. Huge value is at stake—as is the country’s long-term prosperity. What can turn the tide?

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Bolt-on takeovers are better than betting the ranch

Financial Times M&A

Small family-run businesses prove lucrative for consolidation into Bunzl

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Value Drivers for Lumber and Building Material Stores

Peak Business Valuation

The value of lumber and building materials stores has been changing recently. Recent market forces have had positive effects on the industry which have altered the industry’s landscape. For example, as home improvement activities by consumers increased the demand for lumber and other home improvement goods increased. During this surge in demand, prices for key inputs such as lumber also increased.

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Michael Rubin & SBF’s Bahamas bromance

Financial Times M&A

Plus, the FT digs into Adidas’ internal issues

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No year-end tax package leaves businesses with unfavorable changes

LaPorte

(authored by RSM US LLP) Businesses must deal with several unfavorable tax changes now that Congress has not addressed key tax issues in a year-end omnibus package. The post No year-end tax package leaves businesses with unfavorable changes first appeared on LaPorte.

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Budgeting Ideas for Small Businesses

Financial Analyst Insider

No company can afford to waste money, but if you have a small business, you know that every penny counts. Many small businesses operate on. The post Budgeting Ideas for Small Businesses appeared first on Financial Analyst Insider.

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Crypto Exchange Bullish Pulls Plug On $9B SPAC Merger

Law 360 M&A

Bullish, a cryptocurrency exchange backed by venture capital investor Peter Thiel, and special purpose acquisition company Far Peak Acquisition Corp. canceled their $9 billion merger on Thursday amid tighter market and regulatory conditions facing the crypto and SPAC markets.

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Surety Bond Execs Share Insights for Coming Year

LaPorte

The National Association of Surety Bond Producers (NASBP) recently published insights on the year ahead from surety executives. Check out this useful supplement to NASBP’s… The post Surety Bond Execs Share Insights for Coming Year first appeared on LaPorte.

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Ncontracts’ Top Risk & Compliance Management Blogs of 2022

N Contracts

It’s the quietest week of the year for those logging into work. Few co-workers and even fewer meetings finally give you time to take a breath, catch up on reading, and get ready for the year ahead. (At least we hope it does.).

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Final Instructions for IRS’s 2022 ACA Reporting Forms Available

ThomsonReuters

2022 Instructions for Forms 1094-B and 1095-B; 2022 Instructions for Forms 1094-C and 1095-C. B Form Instructions. C Form Instructions. The IRS has released final instructions for the Affordable Care Act (ACA) information reporting forms for 2022. (The final forms and draft instructions were released in October—see our Checkpoint article ). As a reminder, Forms 1094-B and 1095-B are filed by minimum essential coverage providers (such as health insurers and employers sponsoring self-insured heal

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The B Corp trend: what startups need to do to become a B Corp

Vested

Meeting environmental, social, and governance (ESG) goals is no longer a box-ticking exercise. Studies show that high ESG-rated businesses often outpace competitors in terms of value and growth. However, there is much debate surrounding what ESG even is, and who or what judges the ESG credibility of a business.

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IRS Announces Indexing Factor to Calculate No Surprises Act’s Qualifying Payment Amount for 2023

ThomsonReuters

IRS Notice 2023-4 (Dec. 20, 2022). Available at [link]. The IRS has issued Notice 2023-4, which provides the indexing factor to be used by group health plans and insurers to calculate the qualifying payment amount (QPA) under the No Surprises Act for items or services provided on or after January 1, 2023, and before January 1, 2024. As background, the No Surprises Act, enacted as part of the Consolidated Appropriations Act, 2021 (CAA, 2021), expanded patient protections to shield individuals fr

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Berkeley Lights Scoops Up IsoPlexis, Creating A Premier Functional Cell Biology Company

Benzinga

Berkeley Lights Inc (NASDAQ: BLI ) has agreed to acquire IsoPlexis Corp (NASDAQ: ISO ) in an all-stock transaction valued at $57.8 million. The combined company, which will be named PhenomeX, will be an operating cell biology company that provides live cell biology research tools. Under the terms of the agreement, IsoPlexis shareholders will receive 0.612 shares.

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HHS Issues Proposed 2024 Benefit and Payment Parameters, Announces Adjusted Annual Limitation on Cost-Sharing for 2024 Benefit Year

ThomsonReuters

Proposed Rule: PPACA, HHS Notice of Benefit and Payment Parameters for 2024, 45 CFR Parts 153, 155 and 156, 87 Fed. Reg. 78206 (Dec. 21, 2022); Premium Adjustment Percentage, Maximum Annual Limitation on Cost Sharing, Reduced Maximum Annual Limitation on Cost Sharing, and Required Contribution Percentage for the 2024 Benefit Year (Dec. 12, 2022); Fact Sheet: HHS Notice of Benefit and Payment Parameters for 2024 Proposed Rule.

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MediPharm Labs To Acquire VIVO Cannabis

Benzinga

MediPharm Labs Corp. (OTCQX: MEDIF ) (TSX:LABS) (FSE: MLZ) and VIVO Cannabis Inc. (OTCQX: VVCIF ) (TSX:VIVO) have entered into a definitive arrangement agreement whereby MediPharm has agreed to acquire VIVO in an all-equity business combination transaction. Upon the completion of the transaction, existing MediPharm shareholders are expected to own between 65% and 79% of the combined company resulting from the transaction and VIVO shareholders are expected to own between 35% and 21% of the combin

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Global HVAC Industry Report 2022

Benchmark Report

In 2021, the global heating, ventilation, and air conditioning (HVAC) market was valued at $156.44 billion. The market is expected to be valued at $231.11 billion by 2027, expanding at a compound annual growth rate (CAGR) of 6.72% between 2022 and 2027.

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Was Buying Activision Stock A 'Call Of Arbitrage Duty' For A Congressman — Or Will He Play 'Overwatch' With Regulators?

Benzinga

A member of Congress bought a stock that is being targeted by the Federal Trade Commission (FTC). Here’s a look at the purchase and what it could mean. What Happened: One of the big storylines in 2023 could be the case between the FTC and Microsoft Corp (NASDAQ: MSFT ). The issue revolves around a planned acquisition by Microsoft of video game giant Activision Blizzard (NASDAQ: ATVI ) worth $68.7 billion.

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New EV entrants disrupt Europe’s automotive market

Mckinsey and Company

Asian EV players are entering Europe at high speed, with widely different strategies—and consumers are interested.

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Bearing Lithium Announces Closing of Maricunga Project Consolidation

Benzinga

VANCOUVER, British Columbia, Dec. 22, 2022 (GLOBE NEWSWIRE) -- (TSXV: BRZ ) Bearing Lithium Corp. (" Bearing " or the " Corporation ") is pleased to announce that effective today it has closed the previously announced plan of arrangement (the " Arrangement ") with Lithium Power International Limited (" LPI ") (ASX:LPI) and LPI Canada Holdings Ltd. (" AcquireCo "). .

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