Thu.Apr 14, 2022

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Private Companies, Brown-Spinning, and Climate-Related Disclosures in the U.S.

Harvard Corporate Governance

Posted by Wolf-Georg Ringe (University of Hamburg) and Alperen A. Gözlügöl (Leibniz Institute for Financial Research), on Thursday, April 14, 2022 Editor's Note: Wolf-Georg Ringe is Director of the Institute of Law & Economics at the University of Hamburg and Visiting Professor at the University of Oxford Faculty of Law; Alperen A. Gözlügöl is Assistant Professor at the Law & Finance cluster of the Leibniz Institute for Financial Research SAFE.

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Tech talent tectonics: Ten new realities for finding, keeping, and developing talent

Mckinsey and Company

Large incumbents can compete successfully for tech talent—but only if they’re ready to completely rethink their entire HR approach. Tech talent think and act differently.

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Corwin Cleanse Clarified: Key Lessons for Interested Directors

Harvard Corporate Governance

Posted by Robert Velevis and Natalie Piazza, Sidley Austin LLP, on Thursday, April 14, 2022 Editor's Note: Robert Velevis is partner and Natalie Piazza is an associate at Sidley Austin LLP. This post is based on their Sidley memorandum, and is part of the Delaware law series ; links to other posts in the series are available here. Related research from the Program on Corporate Governance includes Independent Directors and Controlling Shareholders by Lucian Bebchuk and Assaf Hamdani (discussed

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Elon Musk offers to buy Twitter for more than $40bn

The Guardian M&A

Tech entrepreneur makes offer of $54.20 a share in cash to ‘unlock potential’ of social media site • How ‘free speech absolutist’ Elon Musk would transform Twitter Elon Musk has launched an audacious bid to buy Twitter for $43.4bn (£33bn), saying he wants to release its “extraordinary potential” to boost free speech and democracy across the world. The Tesla chief executive and world’s richest person revealed in a regulatory filing on Thursday that he had launched a hostile takeover of Twitter.

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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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Comment Letter on Modernizing Section 13(d) and (g) Beneficial Ownership Reporting

Harvard Corporate Governance

Posted by Theodore N. Mirvis, Adam O. Emmerich, and David A. Katz, Wachtell, Lipton, Rosen & Katz, on Thursday, April 14, 2022 Editor's Note: Theodore N. Mirvis , Adam O. Emmerich , and David A. Katz are partners at Wachtell, Lipton, Rosen & Katz. This post is based on a comment letter to the U.S. Securities and Exchange Commission by Mr. Mirvis, Mr.

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Navigating inflation: A new playbook for CEOs

Mckinsey and Company

Few chief executives have faced the challenge of leading a company through an inflationary spike like today’s. Lessons from strong leaders and bold action can help CEOs make the decisions that only they can make.

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How Internal Audit at Telepass Devised Its Approach to Auditing Change Management

Internal Audit 360

T he recent evolution of the Three Lines model underscores the idea that internal audit must work to create and protect business value. This requires strategic thinking, especially in this rapidly changing business environment. Whilst change is a factor in every business, some organizations may be going through profound transformation, implying a major exposure to change risks.

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Does Elon Musk Actually Want To Buy Twitter? 'Maybe This Is All A Joke'

Benzinga

Tesla Inc (NASDAQ: TSLA ) CEO Elon Musk is showing active interest in Twitter Inc (NYSE: TWTR ) again, but this time he wants to buy the whole company. What Happened: Musk on Thursday announced an offer to buy Twitter. According to a 13D filing with the U.S. Securities and Exchange Commission, Musk made a proposal to acquire all outstanding shares of the social media company for $54.20 per share, which has caused some to question the seriousness of the offer, given his use of "420," a

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Full Ninth Circuit Removes Unwarranted Hurdles to Class Certification in Big Tuna Antitrust Case

Mogin Rubin M&A

There was reason for optimism in August 2021, when the Ninth Circuit Court of Appeals granted rehearing en banc of a 2-1 decision that would have made it more difficult for antitrust claimants to secure class certification. The three-judge panel in Olean Wholesale Grocery Coop., Inc. v. Bumble Bee Foods LLC , 993 F.3d 774 (9th Cir. 2021) had determined that Federal Rule of Civil Procedure 23(b)(3) required a district court to find that no more than a de minimis number of class members are uninju

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AJP To Acquire Stake In Sonim At 20% Premium To Drive Growth, Addressable Market

Benzinga

AJP Holding Company, LLC agreed to purchase 20.8 million Sonim Technologies Inc (NASDAQ: SONM ) shares at $0.84 per share for $17.5 million under a subscription agreement. Sonim shares closed at $0.70 on Wednesday. Sonim is a U.S. provider of ultra-rugged mobile devices, accessories, and. 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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Elon Musk Launches $43B Takeover Bid For Twitter

Law 360 M&A

Elon Musk, advised by McDermott Will & Emery, has made a takeover bid for Twitter that values the social media company at more than $43 billion, and the target's board of directors said Thursday it will "carefully" mull Musk's offer.

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TerrAscend Accelerates Michigan Retail Expansion Through Acquisition of Pinnacle

Benzinga

TerrAscend Corp. (CSE: TER)(OTCQX: TRSSF ), a leading North American cannabis operator has entered into a definitive agreement to acquire KISA Enterprises MI, LLC and KISA Holdings, LLC ("A.k.a. Pinnacle "), a dispensary operator in Michigan, and related real estate, for $28.5 million. “The Transaction is expected to be immediately accretive to TerrAscend on both Sales and EBITDA basis,” noted TerrAscend in a press release.

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IRS Suspends Issuance of Delinquent Filing Notices for Form 5500 and Certain Other Returns

ThomsonReuters

IRS Employee Plans News (Mar. 25, 2022). Available at [link]. The IRS has announced that, due to COVID-19-related backlogs, it is suspending the issuance of certain delinquent filing notices relating to returns filed by tax-exempt or governmental entities, including employee benefit plans. Suspended notices include reminder notices about Form 5500-EZ and 5500-SF filing requirements, first delinquency notices for Form 5500 and 5500-SF, and second delinquency notices for Form 5500.

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Marijuana REIT Innovative Industrial Properties Acquires Maryland Property For $25M

Benzinga

Innovative Industrial Properties, Inc. (NYSE: IIPR ) real estate company focused on the regulated U.S. cannabis industry, closed the acquisition of a Maryland property comprising approximately 84,000 square feet of industrial and greenhouse space. The purchase price for the property was $25.0 million. Concurrent with the closing of the purchase, IIP entered into a long-term, triple-net lease agreement for the property with a subsidiary of Maryland Cultivation and Processing, LLC (MCP), which int

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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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How ‘free speech absolutist’ Elon Musk would transform Twitter

The Guardian M&A

Analysis: Musk’s past musings about Twitter show desire to reshape essence of its business model Elon Musk offers to buy Twitter for more than $40bn It turns out he wasn’t in “goblin mode” after all. Last week Elon Musk, in his characteristically antic manner, tweeted a series of suggestions for improving Twitter after he was revealed to have become its largest individual shareholder.

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Benettons-Blackstone Buyout Deal Values Atlantia At 24.4% Premium

Benzinga

Italy's Benetton family and Blackstone Inc (NYSE: BX ) have proposed a buyout offer for Atlantia (OTC: ATASF ) that values the airport and motorway operator at €58 billion ($63 billion) and intends to take it private, reports Reuters. The bid also marks the beginning of a new era for Atlantia, which is selling its domestic motorway company to end a political conflict sparked by a catastrophic.

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Elon Musk, After Toying With Twitter, Now Wants It All

NYT M&A

The billionaire executive recently became one of the company’s largest shareholders. Now he says he wants to buy the whole thing and change how it handles speech.

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How advanced analytics can address agricultural supply chain shocks

Mckinsey and Company

Building automated supply chain planning systems to address global shocks could lead to significant cost savings for agricultural organizations.

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Musk Says He Has the Means to Buy Twitter, but Investors Aren’t So Sure

NYT M&A

Elon Musk could pledge his Tesla shares, borrow from banks or team up with private equity to raise the funds. Each option comes with caveats.

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3 Lingering Questions About Musk's Twitter Takeover Bid

Law 360 M&A

Tesla CEO Elon Musk's proposal to take Twitter private for $43 billion, in the mercurial entrepreneur's boldest move yet to shake up the social media giant, raises big legal and practical questions for both regulators and corporate directors, experts told Law360.

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How industrial and aerospace and defense OEMs can win the obsolescence challenge

Mckinsey and Company

Complex equipment can last for decades, but internal components such as semiconductors have much shorter life cycles. Navigating that disparity requires a systematic approach.

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Elon Musk Wants All of Twitter

NYT M&A

The Tesla chief executive made an offer worth more than $40 billion to buy Twitter and take it private.

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First Known Racial Bias Court Case Against Appraiser

Appraisers Blog

It may mean that this will turn out to be the bellwether test case for other similar lawsuits against appraisers… Folks, a San Francisco, CA US District Court Judge has ruled that the bias suit against an appraiser can proceed. This link has the story: Judge finds plausible race discrimination in Black couple’s lawsuit over lowball appraisal | Courthouse News Service Appraiser Janette Miller with Miller and Perotti Real Estate Appraisers was hired by appraisal services company AMC Links to do th

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Twitter/Elon Musk: is funding secured this time?

Financial Times M&A

Do not expect shareholders to sell out at a price so far from its recent all-time high

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Viewing change as opportunity: An interview with Western Digital’s David Goeckeler

Mckinsey and Company

David Goeckeler took the reins at Western Digital days before COVID-19 was declared a pandemic—and helped the company rekindle its innovation road map in the face of massive change.

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Brookfield pips Macquarie in $2.7bn move to buy Australian telecoms group Uniti

Financial Times M&A

Canadian investment giant’s deal underlines mergers and acquisitions boom in country

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Cracking agile home loan origination – Part 2

Avanade

A pathway for large banks to regain their ground against digital natives.

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Regulatory Brief for March 2022

N Contracts

Happy Spring! We recorded this episode on April Fool’s Day, but as you’ll soon read, regulators were not fooling around in the month of March.

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Now That Elon Musk Has Offered to Buy Twitter, What Happens Next?

NYT M&A

The board will review the offer, but it doesn’t have the last word.

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How Elon Musk could fund his $43bn Twitter takeover

Financial Times M&A

Share pledges and finding a deep-pocketed partner are among the ways Tesla founder could pay for his latest scheme

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Carlyle strikes advisory deal with Fortitude Re

Private Debt Investor

In a move that will significantly increase the fee-related earnings and AUM of its global credit platform, Carlyle has struck a strategic advisory deal with reinsurer Fortitude Re.

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Tax Benefits from Converting from a C-Corp to an S-Corp

Quantive

The business structure of your company has a huge impact on the taxation of your firm’s profits. A C-corporation (C-corp) structure, for example, has several drawbacks that generate a higher tax on company profits over time. If your business was formed as a C-corp, you can convert to another form of ownership and reduce […].

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Goldwind Diversifies with $3 Billion Deep-Sea Wind Power Investment

Benzinga

Key Takeaways: Xinjiang Goldwind has announced a new tie-up worth nearly $3 billion with the city of Wenzhou involving deep-sea wind power. Move will allow the company to develop technology in a major new emerging area, and also help it diversify geographically beyond its controversial home base. By Doug Young. Buckle up for some deep-sea fishing! Wind energy equipment maker Xinjiang Goldwind Science & Technology Co.

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The Future of WealthTech and the Advisor-Business Owner Relationship

Biz Equity

Recently, Michael Carter, CEO of BizEquity, sat down with long-time friend Daniel Crosby, Chief Behavioral Officer at Orion Advisor Solutions, to discuss the evolution of WealthTech and its impact on the advisor-business owner relationship, where behavioral elements fit in to traditional WealthTech solutions, and which businesses in the WealthTech space are getting it right today.

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