Fri.Dec 23, 2022

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ISS Issues Benchmark Policy Updates for 2023

Harvard Corporate Governance

Posted by Cydney S. Posner, Cooley LLP, on Friday, December 23, 2022 Editor's Note: Cydney S. Posner is special counsel at Cooley LLP. This post is based on her Cooley memorandum. At the end of last week, ISS announced its benchmark policy updates for 2023. The policy changes will apply to shareholder meetings held on or after February 1, 2023, except for those with one-year transition periods.

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Data and analytics innovations to address emerging challenges in credit portfolio management

Mckinsey and Company

Results from a new survey by McKinsey and IACPM reveal challenges and opportunities in new data techniques for credit portfolio management.

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Weekly Roundup: December 16-22, 2022

Harvard Corporate Governance

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, December 23, 2022 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of December 16-22, 2022. Corporate Governance Evolves Amid Increasing Sustainability Awareness. Posted by Subodh Mishra, Institutional Shareholder Services, Inc., on Friday, December 16, 2022.

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EY cuts costs to boost profits ahead of planned spin-off

Financial Times M&A

Big Four firm explores whether to force partners to reinvest their cash windfalls following the break-up

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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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Tesla, Mission Produce And 3 Stocks To Watch Heading Into Friday

Benzinga

With US stock futures trading mixed this morning on Friday, some of the stocks that may grab investor focus today are as follows: Wall Street expects Eve Holding, Inc. (NYSE: EVEX ) to report a quarterly loss at $0.08 per share before the opening bell. Eve Holding shares gained 3.1% to $7.65 in after-hours trading. Seadrill Limited (NYSE: SDRL ) reported an agreement to acquire.

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The Most-Read Legal Industry Law360 Guest Articles Of 2022

Law 360 M&A

A range of legal industry topics drew readers' attention in Law360's Expert Analysis section this year, from the "great resignation" to potential expansion of attorney-client privilege.

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Congress Overhauls Merger Filing Fees and Thresholds

National Law Review M&A

Graham J. Hyman Jon B. Dubrow Gregory E.

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Internal audit and risk management

Norman Marks

The results from my recent survey (thanks to the 75 internal audit practitioners who responded) are interesting. (You can see the results of the earlier survey here.) First, I will review the answers about auditing risk management. Q1: Does your internal audit function audit the organization’s management of risk? 62 (83%) indicated that they do, […].

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5 Steps to Attaining Financial Freedom

Financial Analyst Insider

Financial freedom is the ultimate goal for many people. It is a promise of a life without worry or debt. With financial freedom, you can. The post 5 Steps to Attaining Financial Freedom appeared first on Financial Analyst Insider.

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Bloomberg Shows Acquisition Interest in Dow Jones, Washington Post

Benzinga

Media tycoon Michael Bloomberg has reportedly shown interest in acquiring either Wall Street Journal's parent company, Dow Jones , or The Washington Post as he finds Dow Jones an ideal fit for expanding the media business. He is also targeting the Washington Post if Jeff Bezos is ready to sell it, which he acquired in 2013. Full story available on Benzinga.com.

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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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Don't Miss It: Latham, Wachtell Guide Week's Hot Deals

Law 360 M&A

READY FOR SECOND EDIT -- SUM BOX: 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 from the very end of 2022, including transactions helmed by Latham & Watkins and Wachtell Lipton.

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Universal Proxy: Lessons From the First Proxy Contest

John Jenkins

This recent memo from Goodwin’s Sean Donahue takes a look at some of the lessons learned from the first proxy contest conducted after the effective date for the universal proxy rules. The contest pitted activist investor Land & Buildings against Apartment Invesment and Management. L&B nominated two directors, and one was elected to the Aimco board.

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MCAPM, LP and Michael Mork Enter Agreement to Acquire Common Shares of NXT Energy Solutions Inc.

Benzinga

CALGARY, Alberta, Dec. 23, 2022 (GLOBE NEWSWIRE) -- MCAPM, LP and Michael Mork ("the Morks ") announced today that they have entered into subscription agreements (the " Subscription Agreements ") with NXT Energy Solutions Inc. TSX: SFD) (" NXT ") pursuant to which the Morks have agreed to subscribe for an aggregate of 8,750,000 common shares (" Common Shares ") of NXT in a non-brokered private placement (the " Private Placement ") at a price of CAD$0.195 per Common Share for tota

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Hertz Denied Tax Credit Carryforward By Mich. Appeals Court

Law 360 M&A

The Michigan Court of Appeals upheld a ruling that blocked Hertz Corp. from seeking review of the state tax agency's disallowance of investment tax credits that a different entity attempted to claim before merging with the company.

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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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Metacrine and Equillium Mutually Agree to Terminate Definitive Merger Agreement

Benzinga

LA JOLLA, Calif., Dec. 23, 2022 (GLOBE NEWSWIRE) -- Metacrine, Inc. (NASDAQ: MTCR ) and Equillium, Inc. today announced the mutual termination of their previously announced definitive merger agreement. Metacrine is continuing to evaluate all strategic opportunities. Additional information regarding the termination of the definitive merger agreement is provided set forth in a Current Report on Form 8-K filed by Metacrine with the U.S.

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Congress Sends $1.7T Spending Deal To Biden

Law 360 M&A

The U.S. House of Representatives voted 225-201 on Friday to pass a $1.7 trillion spending package funding the government through September and approving a number of last-minute policy agreements at the end of the congressional session.

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The Juniata Valley Bank and Orrstown Bank Announce Definitive Agreement for Sale of Orrstown's Path Valley Branch to Juniata

Benzinga

MIFFLINTOWN, Pa. and SHIPPENSBURG, Pa., Dec. 23, 2022 (GLOBE NEWSWIRE) -- The Juniata Valley Bank, a wholly-owned subsidiary of Juniata Valley Financial Corp. (OTCQX: JUVF ) ("Juniata"), and Orrstown Bank, a wholly-owned subsidiary of Orrstown Financial Services, Inc. (NASDAQ: ORRF ) ("Orrstown"), jointly announced today that they have entered into a Purchase and Assumption Agreement (the "Agreement") providing for the sale of Orrstown's Path Valley branch, located at 16400 Path Valley Road

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SportsTek Acquisition Corp. Announces Termination of Letter of Intent and Liquidation

Benzinga

NEW YORK, Dec. 23, 2022 (GLOBE NEWSWIRE) -- SportsTek Acquisition Corp. (the "Company") (NASDAQ: SPTK , SPTKU, and SPTKW)) announced today that the non-binding letter of intent with Metavisio (d/b/a Thomson Computing), a French company specializing in building, marketing, and selling laptops, whose securities are listed on Euronext Growth in Paris, with respect to a proposed business combination transaction, has been mutually terminated by the parties.

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Quality Gold, Inc. Announces Filing of Registration Statement on Form S-4 in Connection with Its Proposed Business Combination with Tastemaker Acquisition Corp.

Benzinga

FAIRFIELD, Ohio and NEW YORK, Dec. 23, 2022 (GLOBE NEWSWIRE) -- Quality Gold, Inc. and certain of its affiliates and subsidiaries ("Quality Gold" or the "Company"), a leading vertically integrated specialty logistics and jewelry distributor, and Tastemaker Acquisition Corp. (NASDAQ: TMKR ) ("TMKR" or "Tastemaker"), a publicly traded special purpose acquisition company, announces the filing by Quality Gold Holdings, Inc.

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