Tue.May 21, 2024

article thumbnail

Proposed DGCL § 122(18), Long-term Investors, and the Hollowing Out of DGCL § 141(a)

Harvard Corporate Governance

Posted by Marcel Kahan and Edward Rock (New York University School of Law), on Tuesday, May 21, 2024 Editor's Note: Marcel Kahan is the George T. Lowy Professor of Law and Edward B. Rock is the Martin Lipton Professor of Law at New York University School of Law. This post is part of the Delaware law series ; links to other posts in the series are available here.

143
143
article thumbnail

Strategic Hiring Was The New Normal For BigLaw In 2023

Law 360 M&A

The 400 largest law firms by headcount in the U.S. grew more slowly in 2023 than in the previous two years, while Kirkland & Ellis LLP surpassed the 3,000-attorney threshold, according to the latest Law360 ranking.

98
Insiders

Sign Up for our Newsletter

This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.

Trending Sources

article thumbnail

The Perils of Governance by Stockholder Agreements

Harvard Corporate Governance

Posted by Lucian A. Bebchuk (Harvard Law School), on Tuesday, May 21, 2024 Editor's Note: Lucian Bebchuk is the James Barr Ames Professor of Law, Economics, and Finance, and Director of the Program on Corporate Governance at Harvard Law School. This post is part of the Delaware law series ; links to other posts in the series are available here. The Delaware State Bar Association (“DSBA”) and the Council of the DSBA’s Corporation Law Section recently approved a proposal (“the proposal”) to make

Finance 138
article thumbnail

The Law360 400: Tracking The Largest US Law Firms

Law 360 M&A

The legal market expanded more tentatively in 2023 than in previous years amid a slowdown in demand for legal services, especially in transactions, an area that has been sluggish but is expected to quicken in the latter half of the coming year.

article thumbnail

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.

article thumbnail

Controller’s Ability to Appoint and Remove Directors Insufficient to Establish Demand Futility

Harvard Corporate Governance

Posted by Robin E. Wechkin, Sidley Austin LLP, on Tuesday, May 21, 2024 Editor's Note: Robin E. Wechkin is Counsel at Sidley Austin LLP. This post is based on her Sidley memorandum and is part of the Delaware law series ; links to other posts in the series are available here. In Harrison Metal Capital , an investment fund with an 18% stake in a privately held company called MixMax, Inc. believed the CEO was committing financial improprieties, but found no legal recourse for its complaint.

Equity 131
article thumbnail

US Steel, Cleveland-Cliffs Spar Over Merits Of Nippon Deal

Law 360 M&A

U. S. Steel sought to "correct the record" regarding its planned $14.9 billion sale to Nippon Steel on Tuesday, highlighting its continued faith in the deal while blasting what it called a "misinformation campaign" from rival Cleveland-Cliffs.

97

More Trending

article thumbnail

Jeff Buettner featured on WGN Radio 720 John Williams Show

Butcher Joseph & Co.

Managing Director Jeff Buettner joins WGN Radio 720’s John Williams to discuss the benefits of employee stock owner plans (ESOPs) as an ownership su. The post Jeff Buettner featured on WGN Radio 720 John Williams Show appeared first on ButcherJoseph & Co.

81
article thumbnail

Comment on Fannie, Freddie’s Offshore Gambit Imperils Privacy of Millions by Zee

Appraisers Blog

Another article stated the AI would be used to confirm condition/quality ratings. Any discrepancy between the report & AI decision results in an automatic violation/complaint letter to licensing board in appraiser’s state.

97
article thumbnail

Award-winning agtech and fintech entrepreneur shares insights

JPAbusiness

AgriDigital CEO and co-founder Emma Weston is a unique talent on Australia’s corporate stage. The recipient of numerous titles and awards for her leading role in the agtech and fintech sectors – including the Pearcey Foundation NSW 2023 Entrepreneur of the Year – Emma is a highly sought-after expert speaker and advisor to start-ups. I have known Emma for 25 years and was delighted that she found time to sit down with me for an episode of the Let’s Talk Business podcast.

article thumbnail

Comment on Fannie Mae to Maryland: DROP DEAD by Spencer Paul

Appraisers Blog

Mortgage giant Fannie Mae and her twin, Freddie Mac, have a message for the State of Maryland: Kindly disintegrate.

98
article thumbnail

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

article thumbnail

Ropes & Gray Discusses Labor Department’s Final Fiduciary Rule

Reynolds Holding

On April 23, 2024, the U.S. Department of Labor (“DOL” or “Department”) released its final fiduciary rule, marking the completion of its third attempt since 2010 to update the definition of what it means to be an investment advice fiduciary to IRAs and ERISA Plans. Entitled the “Retirement Security Rule,” the release revises regulation the DOL first adopted in 1975 defining what it means to be a fiduciary in the context of providing advice to retirement investors (the “Final Rule”) and amends va

article thumbnail

Nintendo Acquires Hogwarts Legacy Port Developer Shiver Entertainment Ahead Of Switch 2 Launch

Benzinga

Nintendo ADR (OTC: NTDOY ) has announced the acquisition of Shiver Entertainment, the team responsible for the Nintendo Switch ports of popular games like “Hogwarts Legacy” and “Mortal Kombat 1.” According to a press release, Nintendo has agreed with Embracer Group Unsponsored ADR (OTC: EBCRY ) to buy 100% of Shiver's shares, turning the Miami-based company into a wholly owned subsidiary.

59
article thumbnail

Equidam Startup Valuation – What’s in the report?

Equidam

In this guide, we’ll cover our video walkthrough of Equidam’s startup valuation report in more detail — breaking it down into the key points. We will highlight the important considerations within each section, offering detailed explanations on how these elements collectively contribute to a thorough and equitable valuation process. Our aim is to provide you with a clear picture of what’s included in the report, and how that reflects on the principles underpinning valuation, ensuring

article thumbnail

Pipeline Power Play: Phillips 66 Makes $550M Gas Grab In The Permian Basin

Benzinga

Phillips 66 (NYSE: PSX ) inked a deal to acquire Pinnacle Midland Parent LLC from Energy Spectrum Capital for a cash consideration of $550 million. The strategic move reflects the expansion of its natural gas gathering and processing footprint in the Midland Basin. Pinnacle’s assets include the recently built Dos Picos natural gas gathering and processing system.

Equity 59
article thumbnail

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.

article thumbnail

What is Compulsory Convertible Debentures?

RNC

When raising funds, the primary question is whether to opt for equity or debt financing. Equity financing risks diluting ownership stakes in the company, while debt financing entails hefty interest rates. As a viable alternative, Compulsory Convertible Debentures (CCDs) offer a solution by initially functioning as debt instruments that must convert into equity at a predetermined time or upon specific events.

article thumbnail

Feds Can't Show Autonomy Jury Report Showing Audit Issues

Law 360 M&A

The California federal judge overseeing a criminal trial over claims Autonomy's former CEO conned HP into buying the U.K. company for $11.7 billion denied prosecutors' bid Tuesday to show jurors a British accounting watchdog's findings that Deloitte failed to catch misleading information in Autonomy's books.

52
article thumbnail

How Should Family Businesses Respond to an Acquisition Offer?

Auto Dealer Valuation Insights

Following our latest update on the M&A market for family businesses, we’re resharing one of our most popular posts on how to respond when you receive an acquisition offer. We hope you find this helpful. Successful businesses don’t have to go looking for potential acquirers—potential acquirers are likely to come looking for them.

article thumbnail

FTC Chair Khan Says Corporate Concentration Creates Fear

Law 360 M&A

Federal Trade Commission Chair Lina Khan said Tuesday that corporate concentration creates fear for many Americans, including small businesses that rely on digital gatekeepers like Google and Amazon.

52
article thumbnail

Exit Strategies Group Advises Amick Brown in Strategic Sale

Exit Strategy

Amick Brown LLC, a respected and long-established technology staffing and consulting firm in San Ramon, CA, was recently acquired by Zest LLC, an international technology staffing firm. Exit Strategies Group, Inc. advised the seller in the transaction. Terms of the transaction are confidential. Amick Brown was founded in San Ramon in 2010. The Company provides […] The post Exit Strategies Group Advises Amick Brown in Strategic Sale appeared first on Exit Strategies Group, Inc.

article thumbnail

SEC Gives Ex-BF Borgers Clients Reporting Deadline Reprieve

Law 360 M&A

The U.S. Securities and Exchange Commission says it will give former clients of suspended auditor BF Borgers CPA PC more time to file their first-quarter financial statements in acknowledgment of issuers' need to scramble to find new accountants after the agency unveiled an enforcement action over the alleged "massive fraud" at the firm earlier this month.

52
article thumbnail

CPP Announces Acquisition of Corinthian House Affordable Development in San Jose, California

Benzinga

SAN JOSE, Calif., May 21, 2024 (GLOBE NEWSWIRE) -- CPP (Community Preservation Partners), a mission-driven affordable housing preservation developer, has announced the acquisition and planned renovation of Corinthian House, a senior development in southwest San Jose, Calif. This is the fourth community in the Bay Area for CPP, joining Franco Center in Stockton, and El Rancho Verde and Lenzen Square Apartments in San Jose.

52
article thumbnail

Red Lobster Gets OK To Tap $40M Ch. 11 Loan

Law 360 M&A

A Florida bankruptcy judge Tuesday gave seafood chain Red Lobster interim permission to draw on $40 million in Chapter 11 financing the company says is necessary to keep its restaurants running while it seeks a sale.

Finance 52
article thumbnail

How Equidam’s Valuation Report Enables Startup Investment

Equidam

In this guide, we’ll cover our video walkthrough of Equidam’s startup valuation report in more detail — breaking it down into the key points. We will highlight the important considerations within each section, offering detailed explanations on how these elements collectively contribute to a thorough and equitable valuation process. Our aim is to provide you with a clear picture of what’s included in the report, and how that reflects on the principles underpinning valuation, ensuring

article thumbnail

4th Circ. Told Justices' Ruling Dooms Bid To Delay $811M Fine

Law 360 M&A

The Consumer Financial Protection Bureau has pointed to the U.S. Supreme Court's recent decision finding the agency's funding structure constitutional to head off a bid by immigrant bond companies accused of abusive bonding practices to delay an $811 million judgment.

52
article thumbnail

Advanced Energy Discloses New Offer To Acquire XP Power; Is The Latest Proposal Enticing Enough?

Benzinga

Advanced Energy Industries, Inc. (NASDAQ: AEIS ) disclosed a possible offer to acquire the entire issued and to be issued shares of XP Power Ltd. (OTC: XPPLF ) for £19.50 per share in cash. The proposal reflects a 68% premium to XP Power’s closing share price of £11.64 as of May 20, 2024 (the last business day before this announcement) and an 82% premium to 30-trading day volume weighted average price of £10.74 as of May 20.

Equity 52
article thumbnail

SPAC Investor's Suit Changes Came Too Late, Chancery Rules

Law 360 M&A

A shareholder of a special-purpose acquisition company that merged with a now-defunct medical technology company in 2021 waited too long to amend his year-old proposed class action and must defend the case against a motion to dismiss in June, Delaware's Court of Chancery said Tuesday.

article thumbnail

Do Your Due Diligence Before Buying a Business

Gross Mendelsohn

Frankly, it was a disaster that could have been avoided. “Stan” the buyer was hell bent on making the purchase, the bank was pushing for the seller’s financials, and on the surface the deal and the business looked solid. So instead of a comprehensive and insightful due diligence process, all Stan wanted was a rubber stamp from the lawyers and accountants that would trigger the loan.

Banking 52
article thumbnail

Skadden Reps MasterBrand On $520M Supreme Cabinetry Buy

Law 360 M&A

Skadden Arps Slate Meagher & Flom LLP is guiding Ohio-based cabinetry company MasterBrand Inc. on a newly inked plan to buy Minnesota-based competitor Supreme Cabinetry Brands Inc. from private equity firm GHK Capital Partners LP for $520 million, MasterBrand said in a Tuesday statement.

article thumbnail

Business Valuation for Selling a Car Wash

Peak Business Valuation

Are you considering selling a car wash ? You may be ready to retire and enjoy the fruits of your labor. Or, you may be ready to pursue other opportunities. Either way, it is time to turn your hard work into a profitable exit. As such, a business valuation for selling a car wash can help you maximize your investment. Understanding a car wash’s value is crucial to successfully exiting.

article thumbnail

Carlyle Wraps 5th Japanese Buyout Fund With $2.8B In Capital

Law 360 M&A

Private equity giant Carlyle on Tuesday announced that it clinched its fifth Japanese buyout fund after securing 430 billion yen ($2.8 billion) from investors.

Equity 52
article thumbnail

UniCredit chief Orcel backs French president’s call for bank deals

Financial Times M&A

Executives at European lenders have long called for consolidation to compete with US and Asia rivals

Banking 72
article thumbnail

Data Breach Co. CyEx Acquires Legal Administrator Simpluris

Law 360 M&A

CyEx, a supplier of data breach solutions, announced Monday the acquisition of class action settlement administrator Simpluris Inc.

52
article thumbnail

The rumours are true: Orcel on European banking deals

Financial Times M&A

Plus, Adani faces new suspicions of fraud and a sit-down with Prada at the FT’s luxury summit in Venice

Banking 70
article thumbnail

Neon Bloom Finalizes Terms to Acquire Advanced Executive Sales, LLC

Benzinga

NEWPORT BEACH, Calif., May 21, 2024 (GLOBE NEWSWIRE) -- Neon Bloom, Inc. (OTC: NBCO ), announced today that it has finalized the terms of its acquisition of Advanced Executive Sales, LLC (AES), a leading financial services company specializing in electronic payment and card processing for all types of businesses. The two companies expect to close on the acquisition by May 31, 2024.