May, 2022

How to Identify Top ESG Priorities

Harvard Corporate Governance

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Perspectives Paper: Human Capital

IVSC

In Part 1 of our series , we examined the Case for Realigning Reporting Standards with Modern Value Creation. While long acknowledged as a challenge of common accounting frameworks and related financial reporting regimes, a tipping point has seemingly been reached.

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Deal Structures: How to Negotiate Assets Conveyed

Viking Mergers

Selling a business includes many opportunities for negotiation – but you can only benefit from these opportunities if you are familiar with the different components of a business deal.

The DealStats Value Index: A Value-Added Proposition

BVR

BVR’s DealStats platform is one of the best ways to discover complete financials for public- and private-company transactions. But one aspect that adds substantial value to a DealStats subscription is the DealStats Value Index. Get a sneak peek at some of the 4th quarter 2021 issue’s insights.

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Decentralized Finance, Crypto Funds, and Value Creation in Tokenized Firms

Reynolds Holding

Decentralized Finance (DeFi) employs blockchain technology and smart contracts with the goal of enabling perfectly disintermediated financial markets.

Chipmaker Broadcom to buy software group VMware for $69bn

Financial Times M&A

Takeover would help transform acquisitive semiconductor company into diversified tech business

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103

Private Company Boards Need Outside Directors

Harvard Corporate Governance

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More Trending

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.

A Look at the Income Approach

BVR

The Cost of Capital Professional platform provides you with a comprehensive range of tools that enable you to compute cost of equity and WACC estimates easily and effectively allowing you to determine your cost of capital with minimal fuss. The income approach is one such way to approach these valuations. What follows is a selection from a comprehensive article on the topic written by Jim Alerding. cost of capital

Equity 109

The Twitter Board Bears Personal Responsibility for a Bad Outcome in the Twitter Sale

Reynolds Holding

Let’s be clear about this: The Twitter board was under no legal compulsion to accept Elon Musk’s offer for the company and, from a corporate governance structural point of view, was in an unassailable position until the 2024 shareholders meeting.

Shares in second-largest Spac target sink by half in trading debut

Financial Times M&A

Healthcare litigation group MSP Recovery had claimed a $33bn valuation despite losses

87

A Tale of Two Networks: Common Ownership and Product Market Rivalry

Harvard Corporate Governance

Posted by Florian Ederer (Yale) and Bruno Pellegrino (University of Maryland), on Friday, May 20, 2022 Editor's Note: Florian Ederer is Associate Professor of Economics at the Yale University School of Management, and Bruno Pellegrino is Assistant Professor of Finance at the University of Maryland’s Smith School of Business.

Applying EBITDA Multiples To Your Company Valuation

Benchmark Report

If you are considering selling your business, you undoubtedly need to understand its value.

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.

Proposal to Eliminate the VA Fee Panel

Appraisers Blog

VA Fee Panel – The Appraisal Institute does not believe that a move to a lender select program, such as those found in the conventional or FHA mortgage markets, would improve timeliness, nor would it be in the best interests of veterans.

Dual Class Shares in the Age of Common Ownership

Reynolds Holding

Mark Zuckerberg has virtually all his personal wealth invested in Meta Platforms (formerly Facebook). His incentives as controller of Meta are thus clear: Maximize firm value and private benefits of control, irrespective of the effect that might have on other firms.

Why is Elon Musk really putting his Twitter deal ‘on hold’?

Financial Times M&A

Tesla chief executive blames bots, but some think he is looking for a better deal — or an excuse to walk away

87

Key Themes of Human Capital Management Disclosure

Harvard Corporate Governance

Posted by Pam Greene, David Kritz, and Anna Barrera, Aon plc, on Monday, May 16, 2022 Editor's Note: Pam Greene is Partner, David Kritz is Associate Partner, and Anna Barrera is Senior ESG Consultant at Aon plc. This post is based on an Aon memorandum by Ms. Greene, Mr. Kritz, Ms.

Equity 220

How Can A Buyer Claw Back Purchase Price?

Benchmark Report

Sellers often focus on the purchase price when considering a sale. Most sellers aim to maximize the proceeds realized through the sale of their business. This mindset makes total sense. They are monetizing their life’s work. Many have lived frugally, diverting money into rather than out of business.

83

Examples of Mergers & Acquisitions: 8 Factors for Success

Viking Mergers

Mergers and acquisitions are often discussed together, but the terms are not actually interchangeable. The term merger refers to a strategic process whereby two or more companies mutually enter a legal agreement to form a new business entity.

An update on the tax policy landscape against inflation backdrop

LaPorte

(authored by RSM US LLP) The tax policy landscape in Washington remains unsettled as we approach the summer months, while inflation remains the dominant economic issue. Within the context, we look at what’s currently on the legislative agenda for Congress.

82

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.

Elliott to sell Italy’s AC Milan football club to RedBird for €1.2bn

Financial Times M&A

Deal follows Serie A title win and caps turnround under activist investor’s ownership

83

How to Focus the Company Around ESG Priorities

Harvard Corporate Governance

Posted by Steven Rothstein and Yamika Ketu (Ceres), and Olivia Tay (Semler Brossy LLC), on Wednesday, May 4, 2022 Editor's Note: Steven Rothstein is managing director and Yamika Ketu is an associate at Ceres; and Olivia Tay is senior consultant at Semler Brossy LLC.

Equity 221

AMA: Estelle Keeber, founder of Immortal Monkey

Vested

What is a business without a social media presence nowadays? If you're new to social media, fear not. There are experts in this space helping small businesses establish their brand online. Founders

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Myths vs. Facts: What Do Private Equity Firms Do?

Viking Mergers

If you have ever looked into selling a business, you may have learned that there are many types of buyers and deal structures, from employee buyouts, strategic acquisitions, to private equity firms.

Benchmark International Successfully Facilitated the Transaction Between Complete Marketing Resources, Inc. and VIV

Benchmark Report

The seller, Complete Marketing Resources, is a leader in the web design, search engine optimization and online marketing space, specializing in the automotive industry. Established in 2008, CMR boosts an impressive portfolio of over 600 auto shops that benefit from their wide range of services.

Does Stakeholder Outrage Affect Executive Compensation?

Reynolds Holding

One-third of S&P 1500 CEOs reduced their base salary in 2020 as the onset of the coronavirus pandemic caused widespread economic disruption.

91

Forbes abandons plans to list via Spac

Financial Times M&A

Media group’s intention to go public falters amid dwindling enthusiasm for blank-cheque vehicles

83

Transparency Paves the Road to Net Zero

Harvard Corporate Governance

Posted by Subodh Mishra, Institutional Shareholder Services, Inc., on Monday, May 30, 2022 Editor's Note: Subodh Mishra is Global Head of Communications at Institutional Shareholder Services. This post is based on an ISS ESG memorandum by Viola Lutz.

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.

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What is an Exit Strategy? 7 Options for Business Owners

Viking Mergers

No matter your business goals, planning and preparing your exit strategy is essential. There are a variety of business exit strategy options, and the best option for you may not be the same as another person or business.

Tips to tackle loneliness in remote teams

Vested

In light of Mental Health Awareness Week and this year’s theme, we thought we’d share things we do as a remote team to tackle loneliness. In case it helps in any way. remote working wellbeing

83

2022 Digital Healthcare Industry Report

Benchmark Report

The global overall healthcare industry value is projected to reach $665.37 billion by 2028. Focusing on the global digital healthcare segment of the market, it was valued at $145.57 billion in 2021, and it is expected to reach $430.52

AGL scraps demerger as chief executive and chair quit after climate campaign

Financial Times M&A

Tech billionaire and climate activist Mike Cannon-Brookes forces energy group to cancel plan

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ESG Incentives and Executives

Harvard Corporate Governance

Posted by Ira T. Kay, Mike Kesner, and Joadi Oglesby, Pay Governance LLC, on Tuesday, May 24, 2022 Editor's Note: Ira T. Kay is Managing Partner, Mike Kesner is Partner, and Joadi Oglesby is a Consultant at Pay Governance LLC. This post is based on their Pay Governance memorandum.

Age and Investment Banking: When Is It Too Late to Break Into the Industry, and What Should You Do If You’re “Too Old”?

Brian DeChesare

There are few topics as heated as age and investment banking. But unlike other controversial topics – crypto, the CFA, or social media censorship – this one rarely generates long-running online arguments. Instead, it mostly produces comments such as: “Am I too old?