Sat.Apr 09, 2022 - Fri.Apr 15, 2022

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Back to Basics: Board Meetings

Harvard Corporate Governance

Posted by Natalie Cooper and Robert Lamm (Deloitte LLP), and Randi Val Morrison (Society for Corporate Governance), on Monday, April 11, 2022 Editor's Note: Natalie Cooper is Senior Manager and Robert Lamm is an independent senior advisor, both at the Center for Board Effectiveness, Deloitte LLP; and Randi Val Morrison is Vice President, Reporting & Member Support at the Society for Corporate Governance.

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What Happens to My Employees If I Sell My Business?

Viking Mergers

One of the most common questions I hear from business owners as they consider selling their business is, “What will happen to my employees?” or “How do I take care of my staff?” Small business owners in particular have a special loyalty with their staff and management, and that weighs heavily on an owner when it’s time to sell. Here at Viking, we have closed sales on more than 700 businesses over the past 25 years, the vast majority of which (96%) are still in business today.

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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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Twitter Takes The Poison Pill: Here's What It Means For Elon Musk And Shareholders

Benzinga

When Tesla Inc (NASDAQ: TSLA ) CEO Elon Musk on Thursday entered his unsolicited $43 billion bid to acquire and take Twitter Inc (NYSE: TWTR ) private, the company scrambled. Unpleased with the offer, the board of directors were reportedly debating imposing a method called a “ poison pill” to prevent Musk from acquiring the company. The maneuver, known as the “poison pill” or the “Rights Plan” is a defense tactic used to avoid takeovers by diluting a sharehold

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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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Proposed SEC Cyber Rules: A Game Changer for Public Companies

Harvard Corporate Governance

Posted by Paul Ferrillo (Seyfarth Shaw LLP), Bob Zukis (USC Marshall School of Business), and Christophe Veltsos (Minnesota State University), on Monday, April 11, 2022 Editor's Note: Paul Ferrillo is partner at Seyfarth Shaw LLP; Bob Zukis is Adjunct Professor of Management and Organization at the USC Marshall School of Business; and Christophe Veltsos is a Professor at Minnesota State University.

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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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Understanding your restaurant’s chart of accounts

Henry Horne

A restaurant’s chart of accounts is the foundation for all financial recordkeeping. It’s a coded list of all of the assets, liabilities, income and expenses that flow in and out of your business. Have you ever looked at your P&L and wondered what made up each line item? Having a solid chart of accounts will … Keep Reading. The post Understanding your restaurant’s chart of accounts appeared first on Henry+Horne.

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Remarks by Chair Gensler Before the FBIIC and FSSCC

Harvard Corporate Governance

Posted by Gary Gensler, U.S. Securities and Exchange Commission, on Friday, April 15, 2022 Editor's Note: Gary Gensler is Chair of the U.S. Securities and Exchange Commission. This post is based on his recent remarks before the Joint Meeting of the Financial and Banking Information Infrastructure Committee (FBIIC) and the Financial Services Sector Coordinating Council (FSSCC).

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New Era Begins at Warner Bros., Back Toward Its Entertainment Roots

NYT M&A

With a new owner, the 99-year-old movie studio appears headed back to its traditional sweet spot as an entertainment company. But the business of Hollywood is no longer the same.

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Lessons For Elon Musk: 5 Notorious Failed Hostile Takeovers

Benzinga

As any student of industry knows, Elon Musk is hardly the first person to attempt a hostile takeover. But while the Tesla (NASDAQ: TSLA ) chieftain’s $54.20 per share bid for Twitter (NYSE: TWTR ) continues to resonate, let’s pause to consider earlier attempts at hostile takeovers by well-respected and well-financed entities and individuals that — to ransack some Musk-worthy clichés — took off like a rocket ship but eventually vanished like a wisp of blunt smoke.

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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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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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Disclosing Corporate Diversity

Harvard Corporate Governance

Posted by Atinuke O. Adediran (Fordham University), on Wednesday, April 13, 2022 Editor's Note: Atinuke O. Adediran is Associate Professor of Law at Fordham University School of Law. This post is based on her recent paper , forthcoming in the Virginia Law Review. Related research from the Program on Corporate Governance includes Politics and Gender in the Executive Suite by Alma Cohen, Moshe Hazan, and David Weiss (discussed on the Forum here ); Will Nasdaq’s Diversity Rules Harm Investors?

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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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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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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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Get to Know Your Third Parties Better: Key Questions to Ask

Audit Board

With rising inflation and supply chain bottlenecks, companies are looking for ways to manage risks and expenses. An important strategy in such a disruptive environment is to review your company’s third-party relationships. Relationships with third parties who are vital to supplying goods, materials, and services is an evergreen risk that has become even more critical during the COVID-19 era.

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The Capitalist and the Activist

Harvard Corporate Governance

Posted by Tom C.W. Lin (Temple University), on Tuesday, April 12, 2022 Editor's Note: Tom C.W. Lin is the Feinberg Chair Professor of Law at Temple University Beasley School of Law. This post is based on his recent book. Related research from the Program on Corporate Governance includes The Illusory Promise of Stakeholder Governance by Lucian A. Bebchuk and Roberto Tallarita (discussed on the Forum here ); Companies Should Maximize Shareholder Welfare Not Market Value by Oliver Hart and Luigi Z

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Benchmark International Ranked in Mergermarket’s Global League Tables Q1 2022

Benchmark Report

Benchmark International is pleased to announce that it has been ranked in the top 10 by Mergermarket for the number of deals it has conducted in Ireland. Bank of America, PwC and JPMorgan are amongst the companies to also rank in the top 10. An Acuris company, Mergermarket delivers M&A intelligence, data and research. To qualify in its league tables, transactions must be over 5m USD in value and publicly available.

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Elon Musk Approaches Twitter Board With A Buyout Offer, Wants To Take It Private: All You Need To Know

Benzinga

After staying away from the spotlight for about a week, Tesla, Inc. (NASDAQ: TSLA ) CEO Elon Musk is back with a bang. What Happened: Musk has made a non-binding proposal to buy all outstanding shares of Twitter, Inc. (NYSE: TWTR ) for $54.20 per share, an amended 13D report filed with the SEC showed. This would represent a 38% premium over the stock price that was prevailing the day before Musk disclosed his passive stake in Twitter.

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Making innovation real at Microsoft Envision

Avanade

During this week's episode of Microsoft Envision presented with Accenture and Avanade, former Disney Chairman and CEO Bob Iger spoke with Julie Sweet, Chair and CEO of Accenture, about how companies can cultivate an entrepreneurial spirit and use technology to drive innovation.

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SPAC-Related Enforcement and Litigation: What to Expect in 2022

Harvard Corporate Governance

Posted by Alex Wyman, Colleen Smith, and Kristin Murphy, Latham & Watkins LLP, on Wednesday, April 13, 2022 Editor's Note: Alex Wyman , Colleen Smith , and Kristin Murphy are partners at Latham & Watkins LLP. This post is based on their Latham memorandum. Related research from the Program on Corporate Governance includes SPAC Law and Myths by John C.

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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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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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Benchmark International Successfully Facilitated the Transaction Between Real Regulatory Limited and Transcrip Partners LLP

Benchmark Report

Benchmark International is pleased to announce the acquisition of Dublin-based Real Regulatory by private equity-backed tranScrip. Real Regulatory is a consultancy firm specialising in European regulatory affairs, quality systems and compliance for products including medicines, medical devices, and drug device combinations. Headquartered in Dublin, the company also has offices in Cambridgeshire and Malta.

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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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How to Facilitate a Culture of Controls Compliance

Audit Board

Internal controls are sometimes seen as an activity that occurs after the monthly close. Accountants and IT professionals will perform their work and then complete internal control tasks once everything else is done. I have found that developing a culture of controls compliance — one that embeds control processes into the relevant daily work — is a more efficient and effective approach.

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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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The Pros & Cons Of Buying An Established Franchise

Benchmark Report

The franchise business model can offer a great way to own your own business without the risks that are proven to come with start-ups. But owning an existing franchise can undoubtedly come with its share of challenges. So before jumping into a franchise ownership, be sure to consider all the good and bad that you could face before deciding if it’s the right opportunity for. you.

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Remarks by Chair Gensler Before the Ceres Investor Briefing

Harvard Corporate Governance

Posted by Gary Gensler, U.S. Securities and Exchange Commission, on Wednesday, April 13, 2022 Editor's Note: Gary Gensler is Chair of the U.S. Securities and Exchange Commission. This post is based on his recent remarks before the Ceres Investor Briefing. The views expressed in the post are those of Chair Gensler, and do not necessarily reflect those of the Securities and Exchange Commission or the Staff.

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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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Twitter CEO Said To Tell Employees Amid Elon Musk Offer: Company Bigger Than 'One Human, Any Human'

Benzinga

Twitter Inc. (NYSE: TWTR ) CEO Parag Agrawal , addressing employees in a meeting on Thursday evening, said the social media company stood "for way more than one human, any human," according to a Reuters report. The meeting was held to discuss Tesla Inc. (NASDAQ: TSLA ) CEO Elon Musk's offer to purchase all shares. Full story available on Benzinga.com.

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Apple Smartwatch Antitrust Case Survives, Showing ‘Freedom of Design’ is Not Absolute

Mogin Rubin M&A

It’s a case that challenges the limits of the “freedom of design” usually enjoyed by companies accused of product design changes alleged to harm competition. Ordinarily, a design change is not the kind of conduct that runs afoul of the antitrust laws, but on March 21, U.S. Judge Jeffrey S. White from the Northern District of California denied Apple Inc.’s motion to dismiss an antitrust case brought against it by AliveCor Inc.

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How Investors are Assessing Directors on ESG Matters

Harvard Corporate Governance

Posted by Hannah Orowitz and Rajeev Kumar, Georgeson, on Monday, April 11, 2022 Editor's Note: Hannah Orowitz and Rajeev Kumar are Senior Managing Directors at Georgeson LLC. This post is based on their Georgeson memorandum. Related research from the Program on Corporate Governance includes The Illusory Promise of Stakeholder Governance by Lucian A.

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Advising clients to file Form 941-X for missed COVID-19 relief credits.

ThomsonReuters

Looking back at the last two years and the sprinter’s pace at which COVID-19 payroll tax credit relief was enacted, payroll accountants have earned a well-deserved pat on the back! While the rules were often complex and the substantiation requirements thorough, COVID-19 credits were well worth claiming and significantly helped companies stay financially afloat.

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AMC Acquires 7 Theaters From Bow Tie Cinemas

Benzinga

AMC Entertainment Holdings (NYSE: AMC ) is expanding its Northeast presence through the acquisition of seven theaters from the Bow Tie Cinemas chain. The financial terms of the transaction were not disclosed. What Happened: AMC will now own and operate five Bow Tie venues in Connecticut, one in Saratoga Springs, New York, and one in Annapolis, Maryland.

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