Thu.May 19, 2022

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Stewardship Activity Report

Harvard Corporate Governance

Posted by Benjamin Colton and Robert Walker, State Street Global Advisors, on Thursday, May 19, 2022 Editor's Note: Benjamin Colton is Global Head of Asset Stewardship (Voting & Engagement), and Robert Walker is the Global Head of Asset Stewardship (Strategy), at State Street Global Advisors. This post is based on their SSgA memorandum. Stewardship Activity Report.

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What is an Earnout? What is a Seller Note? Protections to Consider When Selling a Business

Viking Mergers

When selling a business, the purchase price can be paid in several ways. Receiving the entire purchase price in cash at closing is, of course, the most straightforward and preferred option for the Seller. But there are business transaction structures where only part of the purchase price will be paid in cash, and the remainder will be paid via a Seller Note and/or an Earnout.

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Modernization of Beneficial Ownership Reporting

Harvard Corporate Governance

Posted by Robert Eccles (Oxford University), and Charlie Penner, on Thursday, May 19, 2022 Editor's Note: Robert G. Eccles is Visiting Professor of Management Practice at Oxford University Said Business School, and Charlie Penner is former head of impact engagement at JANA Partners and former head of active engagement at Engine No. 1. This post is based on their recent comment letter to the U.S.

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Quantum computing just might save the planet

Mckinsey and Company

Exponentially more powerful machines could make possible major reductions in emissions, putting the goal of limiting global warming within reach.

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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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Annual Meetings and Activism in the Era of ESG and TSR

Harvard Corporate Governance

Posted by Edward D. Herlihy, and Martin Lipton, Wachtell, Lipton, Rosen & Katz, on Thursday, May 19, 2022 Editor's Note: Edward D. Herlihy is partner and Martin Lipton is a founding partner at Wachtell, Lipton, Rosen & Katz. This post is based on a Wachtell memorandum by Mr. Herlihy and Mr. Lipton. Related research from the Program on Corporate Governance includes The Illusory Promise of Stakeholder Governance by Lucian A.

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Financial inclusion and sustainable, inclusive growth in action

Mckinsey and Company

Access to financial services remains a significant barrier to prosperity for millions of Americans. How can businesses promote financial inclusion and support sustainable, inclusive growth more broadly?

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More Trending

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The net-zero transition in the wake of the war in Ukraine: A detour, a derailment, or a different path?

Mckinsey and Company

The invasion of Ukraine will, at least initially, complicate the transition path to a net-zero economy, but this tragic development could still prove to be a turning point in accelerating progress in the medium run.

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Could Terra's Stablecoin Struggles Affect The Circle SPAC Deal And Valuation?

Benzinga

Stablecoins have dominated the headlines in the world of cryptocurrency this week with the crash of several coins. The downward moves and negative connotations building for stablecoins could spell trouble for a SPAC deal that involves a leading stablecoin company. What Happened: A SPAC deal could face hurdles getting approved given the current climate on stablecoins.

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How economic-development organizations can seize funding opportunities

Mckinsey and Company

By harnessing funds from the American Rescue Plan Act, economic-development organizations have an opportunity to effect significant change in their communities—if they can organize themselves first.

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Del. Chancery Cracks Down On Non-Bankruptcy Bankruptcies

Law 360 M&A

A vice chancellor's swift denial of an unusual request that a company winding down in a state liquidation get a stay of litigation comparable to that in the federal Bankruptcy Code is a signal to companies seeking bankruptcy alternatives in Delaware that Chancery Court may have had enough.

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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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Fifth Circuit Stays Proceedings in Case Vacating Portions of No Surprises Act’s IDR Regulations

ThomsonReuters

Texas Med. Assoc. v. HHS, 2022 WL 542879 (E.D. Tex. 2022); on appeal to 5th Cir., No. 22-40264, Doc. 00516304229 (May 3, 2022). At the request of the IRS, DOL, and HHS, the Fifth Circuit has put a hold on the agencies’ appeal of the trial court case vacating key portions of the interim final regulations implementing the independent dispute resolution (IDR) provisions of the No Surprises Act, enacted as part of the Consolidated Appropriations Act, 2021 (CAA).

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SinglePoint Says Boston Solar Acquisition Is First Of Many Planned For 2022

Benzinga

Image provided by Pexels. This post contains sponsored advertising content. This content is for informational purposes only and is not intended to be investing advice. Last month, SinglePoint Inc. (OTCQB: SING ) announced the closing of the long-anticipated acquisition of Boston Solar , a Massachusetts-based solar installer with a market presence across New England.

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What Employees Are Counted for Purposes of COBRA’s Small Employer Exception?

ThomsonReuters

QUESTION: We understand there is a small employer exception to COBRA for employers with fewer than 20 employees. What employees should we count for purposes of this exception? ANSWER: A group health plan is not subject to COBRA for any year if all employers maintaining the plan together employed fewer than 20 employees on a typical business day during the preceding year.

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Multiple Bidders, Key Executives Departure, Mixed Q1 Earnings - Lots Going On With Kohl's

Benzinga

Kohl's Corp (NYSE: KSS ) reported a first-quarter FY22 sales decline of 4.4% year-on-year to $3.71 billion, beating the consensus of $3.68 billion. Gross margin for the quarter contracted by 69 basis points to 38.3%. The operating margin was 2.2%, and operating income for the quarter declined 70% Y/Y to $82 million. Selling, general and administrative expenses increased 10.5% Y/Y to $1.3 billion.

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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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Consumer Welfare A 'Catchphrase,' DOJ Antitrust Chief Says

Law 360 M&A

U.S. Department of Justice antitrust chief Jonathan Kanter delivered his sharpest critique to date of the dominant standard enforcers and courts use to assess the competitive impact of mergers and of marketplace conduct, assailing the consumer welfare standard as full of blind spots and too focused on wealth rather than "economic liberty.

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McDonald's Exits Russia - Read The Latest Update

Benzinga

McDonald's Corp (NYSE: MCD ) has entered into a sale and purchase agreement with its existing licensee Alexander Govor to sell its Russian business. The financial terms were not disclosed. Under this agreement, Govor will acquire McDonald's restaurant portfolio. Full story available on Benzinga.com.

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CFO perspectives on leading agile change

Mckinsey and Company

CFOs across industries and regions came together virtually to discuss the impact and the challenge of leading an agile transformation journey.

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Harborside Acquires Full Ownership Of Seaside Cannabis Store

Benzinga

Harborside Inc. (OTCQX: HBORF ) (CSE:HBOR) reached an agreement on May 18 to acquire a further 50% ownership interest in its Seaside, California store. The acquisition will result in the company owning all of the issued and outstanding securities of 680 Broadway Master, LLC , which owns the Seaside Store. This brings the company's interest in the Seaside Store to 100%.

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Procurement, early warning systems, and the next disruption

Mckinsey and Company

A pandemic, inflation, and geopolitical conflict are affecting global supply chains. We offer an approach companies can use to avoid product shortages and mitigate the effects of price volatility.

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Fine Cannabis Goods Enters Into Agreement To Acquire Michigan's Green Diamond Farms

Benzinga

First Columbia Gold Corp (OTCPK:FCGD) operating as Fine Cannabis Goods , entered into an agreement to acquire Green Diamond Farms LLC of southwest Michigan. Green Diamond Farms is currently working on licensing and setting up growing facilities in different areas of Michigan where permitted in partnership with FCGD. Each location should gross up to $2.5 million in the first year and $6 million by year two.

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The “Silver Tsunami” and its Effect on the M&A Landscape

Butcher Joseph & Co.

There are record numbers of Baby Boomers seeking to sell their business, and many are facing a common problem: their would-be heirs would rather have. The post The “Silver Tsunami” and its Effect on the M&A Landscape appeared first on ButcherJoseph & Co.

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How The Tables Have Turned: Could Elon Musk Be 'Forced' To Buy Twitter?

Benzinga

The uncertainty around the Twitter, Inc. (NYSE: TWTR ) deal has intensified ever since Elon Musk announced on the company's namesake platform that the deal had been put on hold. A Wall Street Journal report, quoting lawyers, suggests it might be difficult for the Tesla, Inc. (NASDAQ: TSLA ) CEO to backtrack at this juncture. What Happened: Musk negotiated the agreement with several seller-friendly features and the most notable is one legally called "special performance," the Journa

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Avanade’s tech trends and R&D focus: Navigating the future with trust

Avanade

Our Trendlines report explores the relationship between tech and trust and five trends that will shape the next decade.

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THG rejects £2bn bid as Candy weighs up online retailer

Financial Times M&A

Approach from Belerion and King Street rebuffed but Nick Candy’s venture capital firm explores options for struggling Matthew Moulding group

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Do You Know the Signs of Financial Distress in a Business?

Machen McChesney

Financial statements tell only part of the story. Investors, lenders, and other stakeholders who know how to identify red flags of impending problems can protect their own financial interests. Additional due diligence may be needed to uncover these issues. For instance, stakeholders might need to talk to management, visit the company’s website and compute financial benchmarks using the company’s most recent financial statement.

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Alpine SPAC To Merge With Two Bit, Buy Hotels In $115M Play

Law 360 M&A

Special purpose acquisition company Alpine, guided by Hodges Ward Elliot, said Thursday that it will combine with Two Bit Circus Inc. and buy two hotels in transactions worth a combined $115 million.

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Smart Connected Cars, OTAs, and Their Impact on Auto Dealers

Auto Dealer Valuation Insights

Lost in all of the headlines surrounding electric vehicles is another trend that has emerged in automobiles over the last several years: Connected Cars. The presence of connected features transitions the car (or light-weight truck) from just a vehicle getting you from point A to point B to a computer-like device with customizable technology features, making the trip an experience.

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Machine Learning and the Future of Tax Valuation

Reynolds Holding

The tax law handles many computational issues with extraordinary efficiency. Need to compute employment taxes? The Internal Revenue Code (“Code”) lays out the rate for doing so. Need to ascertain the dollar amount deductible for business mileage expenses? Treasury regulations provide a formula based upon the number of miles driven. But the same computational efficiencies do not routinely extend to asset valuations.

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Brookfield strikes £4bn deal for UK’s Homeserve

Financial Times M&A

Founder Richard Harpin to reap £300mn windfall from takeover by Canadian group

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Accounting Technology Is at an Inflection Point

Accounting Web

Trends Accounting Technology Is at an Inflection Point.

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Under pressure Vodafone chief given ‘breathing space’ by new investor

Financial Times M&A

Nick Read says he is pursuing deals but shareholders are pushing for turnround at telecoms group

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Do You Know the Signs of Financial Distress in a Business?

Machen McChesney

Financial statements tell only part of the story. Investors, lenders, and other stakeholders who know how to identify red flags of impending problems can protect their own financial interests. Additional due diligence may be needed to uncover these issues. For instance, stakeholders might need to talk to management, visit the company’s website and compute financial benchmarks using the company’s most recent financial statement.

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How Internal Auditors Can Think Like a Prosecutor and Lay the Foundation for Justice

Audit Board

In the 23 years that I have been a prosecutor, I’ve learned that you can rob more money with a pen and a checkbook — or a mouse and computer screen — than you can with a gun and a ski mask. Sadly, the vast majority of these crimes go unreported and unpunished. Internal auditors play a key role in bringing these individuals to justice and are often our expert witnesses.

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Kirkland-Led Tech Startup Going Public Via $1B SPAC Merger

Law 360 M&A

Consumer data gatherer Near Intelligence Holdings Inc. plans to merge with special purpose acquisition company KludeIn I Acquisition, creating a publicly traded software startup valued at nearly $1 billion, the parties said Thursday.

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