Tue.May 17, 2022

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A Mid-Season Look at 2022 Shareholder Proposals

Harvard Corporate Governance

Posted by Michael Peregrine and Eric Orsic, McDermott Will & Emery LLP, on Tuesday, May 17, 2022 Editor's Note: Michael W. Peregrine and Eric Orsic are partners at McDermott Will & Emery LLP. This post is based on a NACD BoardTalk publication. As we sit squarely in the middle of proxy season, we have a useful vantage point from which to consider already announced shareholder proposals and anxiously await investor feedback on those matters presented for shareholder votes.

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Deal Structures: Wisely Negotiating More Than Price When Selling a Business

Viking Mergers

When selling a business, there is much more up for negotiation than just the purchase price. We believe that a well-informed seller is better equipped to make the right choices for themselves and their business. This is the first in a series of blogs dissecting the structure of business deals. When a buyer wants to purchase your business, they will present an offer document.

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The Most Curious Rule Proposal in Securities and Exchange Commission History

Harvard Corporate Governance

Posted by Joseph Grundfest (Stanford University), on Tuesday, May 17, 2022 Editor's Note: Joseph A. Grundfest is William A. Franke Professor of Law and Business at Stanford Law School. This post is based on his recent paper. I write this post in response to the release (the “Proposing Release”) regarding proposed rules (the “Proposed Rules”) under the Investment Advisers Act of 1940 (the “Advisers Act”).

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Advising Gig Workers: Form 1099-K and How to Minimize Tax Liability

ThomsonReuters

Do you have clients working full- or part-time in the gig economy? Self-employed workers who drive for Uber or deliver food for DoorDash, who sell crafts and merchandise on Etsy, or who hire out their services on TaskRabbit? These budding entrepreneurs often get paid through mobile payment services like Venmo, Paypal or CashApp or get paid directly through the Uber or Doordash app.

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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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California Court of Appeal Upholds Federal Forum Provision

Harvard Corporate Governance

Posted by Matthew Rawlinson, Melissa Arbus Sherry, and Nicholas Rosellini, Latham & Watkins LLP, on Tuesday, May 17, 2022 Editor's Note: Matthew Rawlinson and Melissa Arbus Sherry are partners and Nicholas Rosellini is an associate at Latham & Watkins LLP. This post is based on a Latham memorandum by Mr. Rawlinson, Ms. Sherry, Mr. Rosellini, and Daniel Gherardi.

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Get started on the Microsoft Cloud for Sustainability with new Avanade services

Avanade

Avanade is announcing two services to enable organizations to drive value from the Microsoft Cloud for Sustainability and their existing investments in digital technologies.

More Trending

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Innovative Industrial Properties Acquires Massachusetts Property And Enters Into Long-Term Lease With TILT

Benzinga

Innovative Industrial Properties, Inc. (NYSE: IIPR ) has closed on the acquisition of a property comprising approximately 104,000 square feet of industrial space in Taunton, Massachusetts. The purchase price for the property was $40.0 million , which is fully built out and operational as a regulated cannabis cultivation, processing and dispensing facility.

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Elon Musk: Twitter deal cannot progress without proof on bot numbers

The Guardian M&A

Tesla CEO and world’s richest person expressed concerns about presence of fake accounts on platform Elon Musk has cast further doubt over his $44bn (£35bn) takeover of Twitter after stating the deal “cannot move forward” until the social media company proves that less than 5% of its users are fake or spam accounts. The Tesla chief executive used his Twitter account to say the agreed deal would not progress until the firm showed proof that only a small proportion of its users were fake.

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Frivolous tax arguments – don’t make them

Henry Horne

The IRS has heard more excuses for why someone thinks they are exempt from paying taxes than your fourth-grade teacher for why another student’s homework was late (because it was never yours right?). We are a large populace with a government that taxes it’s citizens on their worldwide income. And who likes to pay taxes? … Keep Reading. The post Frivolous tax arguments – don’t make them appeared first on Henry+Horne.

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Benchmark International Successfully Facilitated the Transaction Between LaddersFree Ltd and REACT Group PLC

Benchmark Report

Benchmark International is pleased to announce the transaction between Topsham-based LaddersFree and AIM listed REACT, in a deal worth up to £8.5m. Established for 20 years, LaddersFree is a commercial window cleaning business serving independent, regional, and national customers across the UK. With an established network of over 300 approved service partners, LaddersFree utilises local window cleaning companies to offer its services to all areas of mainland UK.

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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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Leading from the heart: How Freshworks’ CEO built a global tech unicorn

Mckinsey and Company

Girish Mathrubootham, CEO of the India-born, US-headquartered software-as-a-service start-up believes that this is the decade for India as a product nation.

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FDIC to Banks Considering Crypto: Ask for Permission, Not Forgiveness

N Contracts

Interest in cryptocurrency is surging. Sixteen percent of Americans report having invested in, traded, or used cryptocurrency—including 43 percent of men between the ages of 18 and 29, according to the Pew Research Center.

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Does the Threat of Securities Class Actions Add Value for Shareholders? Evidence from China

Reynolds Holding

Securities class actions (SCA) are an important governance mechanism in the U.S. securities market, but there is a significant debate about their costs and benefits to investors. SCA are intended to serve two key functions in investor protection: disciplining and deterring fraud and compensating aggrieved investors. On the one hand, SCA are more efficient and powerful than individual securities suits and, thus, can enhance investor protection.

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Trying to boost corporate travel sales? Five questions for airline executives

Mckinsey and Company

As airlines try to hasten the recovery of the highly profitable business travel segment, they should steer clear of five common sales pitfalls.

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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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Elon Musk Says Twitter Deal ‘Cannot Move Forward’ in Current State

NYT M&A

Mr. Musk called on Twitter to provide more data about the number of spam and fake accounts on the social media site.

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Ask an Instructor: Is It Permissible to Include Hyperlinks to Comparables in a Digital Appraisal Report?

ISA

5/17/2022 12:00:00 AM. ISA members are invited to send in their questions on all things appraising and education to ISA's instructors. One of ISA's instructors will share answers on the ISA Now Blog. Please send questions to directorofeducation@isa-appraisers.org. Question: When I am writing an appraisal report that is being sent digitally is it permissible to just include the hyperlinks to my comparables in the report?

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Musk Threatens To Halt Twitter Deal Over 'Bots' Dispute

Law 360 M&A

Tesla Inc. CEO Elon Musk said Tuesday his prospective $44 billion acquisition of Twitter Inc. will not proceed unless the social media platform's CEO can prove that "bots" represent less than 5% of Twitter users.

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How Women are Overcoming Bias in Bookkeeping

Accounting Web

Bookkeeping How Women are Overcoming Bias in Bookkeeping.

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Dear Mr Musk, stop bleating about Twitter bots and get on with it

The Guardian M&A

The tycoon’s behaviour over the $44bn takeover is disgraceful – but it may prove effective too What are Elon Musk’s options in the Twitter takeover deal? Elon Musk: ‘Deal can’t progress without proof on bots ’ You’re on the hook, Elon, so stop bleating about bots and cease speculating about a lower takeover price. When we agreed a bid at $54.20 a share, in cash, you waived your right to conduct due diligence.

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Shipping group CMA CGM to take Air France-KLM stake under cargo tie-up

Financial Times M&A

Container company seeks to expand its reach after business soared during pandemic

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Elder fraud – A sad state of affairs

Henry Horne

The FBI recently released the 2021 IC3 Elder Fraud Annual Report. Along with the Department of Justice Elder Fraud Initiative and the Internet Crime Complaint Center (IC3), the FBI is committed to identifying, investigating and prosecuting criminals who target seniors. I commend this effort having an elderly grandmother who was a victim of a fraud … Keep Reading.

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Vodafone targets deals as it warns on inflation hit

Financial Times M&A

UK-listed telecoms group under pressure from shareholders to overhaul its businesses

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Building a “digital operating rhythm” with OKR software

Mckinsey and Company

As the pandemic has fueled the growth of remote work and the pace of strategic planning, more companies are looking for greater transparency around goals and execution. Deidre Paknad, the co-founder and CEO of Workboard, is growing a business that provides just that.

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Is Deutsche Bank’s doom spiral winding to a close?

Financial Times M&A

Plus, Elon Musk’s conflicting statements on Twitter threaten to land him in legal trouble and Trump’s media start-up nears its Spac debut

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Twitter Urges Shareholders to Move Forward With Elon Musk

NYT M&A

In a filing on Tuesday, Twitter said it was still committed to its agreement with Elon Musk and urged shareholders to vote in favor of it.

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Twitter/Elon Musk: board must hold wavering tycoon to his word

Financial Times M&A

Billionaire’s grievances provide little justification to walk away from deal

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Here's Why Q2 Holdings Shares Are Trading Up Today

Benzinga

Banking software provider Q2 Holdings, Inc (NYSE: QTWO ) explored options, including a sale after receiving takeover interest, Bloomberg reports. The Austin-based company fielded interest from potential private equity buyers. Cash-rich private equity firms have aggressively. Full story available on Benzinga.com.

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Single-Family Rental Investment Co. Inks $575M SPAC Deal

Law 360 M&A

The holding company of Renters Warehouse, a platform for managing and investing in single-family rental homes, said Tuesday it will go public at a $575 million valuation after combining with a special purpose acquisition company, in a deal shaped by four law firms.

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Voya To Partner With Allianz Global As Firm Settles SEC Charges For $1B

Benzinga

Voya Financial, Inc. (NYSE: VOYA ) has entered into a memorandum of understanding with Alliaz Global Investors, whose parent company is Allianz SE (OTC: ALIZY ). The agreement will involve Allianz transferring the majority of its U.S. business to Voya’s asset management business. What Happened: In Tuesday's announcement, Voya said the planned strategic partnership comes ahead of a definitive purchase agreement that will be finalized in the coming weeks.

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Door Makers To Work On Contract Ahead Of Divestiture

Law 360 M&A

The Virginia federal judge overseeing a landmark private merger challenge agreed to let rival door makers work out a long-term supply contract that could help streamline the coming court-ordered sale of a manufacturing plant.

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Fiore Cannabis: M&A In Colorado, Non-Binding Term Sheet For Financing Up To C$30M With Institutional Fund

Benzinga

Fiore Cannabis Ltd. (CSE: FIOR) (OTCQB: FIORF ) a company that intends to become a vertically integrated Canadian-American multi-state operator announced the closing of its Colorado merger with Unified Global on May 13, 2022. “This transaction enables the combined company to be a powerhouse platform for consolidating profitable operators with enhanced opportunities for cannabis entrepreneurs, investors, and stakeholders,” stated Fiore in a press release.

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Aerojet Chair Began CEO Hunt Without Approval, Probe Finds

Law 360 M&A

Aerojet Rocketdyne Holdings Inc.'s executive chairman began looking to replace the company's CEO amid disagreements over the now-abandoned merger with Lockheed Martin Corp., despite prior instructions from the board of directors to cease such discussions, a board committee's memo reprimanding the chair said.

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How Interest Rates, Inflation, and Geopolitical Uncertainty Influence TMT M&A Valuations

Trout CPA

Technology, media, and telecommunication (TMT) companies are keenly aware of rising inflation and interest rates. Their influence on valuations is an eagerly discussed topic for both companies and investors. The new uncertainties present novel challenges to management teams who have rarely been confronted with similar market conditions. Thankfully, existing tools, initiatives, and strategies can be repurposed and be part of the toolbox for mitigating these risks.

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7 Midyear Tax-Reduction Strategies for Manufacturers in 2022

Concannon Miller

As the midpoint of the year fast approaches, it's a good time for manufacturers to assess their tax status and plan appropriate strategies for reducing their 2022 tax liability. Although each situation is unique, here are seven general tax moves that could potentially lighten your manufacturing company's tax load this year.

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