Sat.May 14, 2022 - Fri.May 20, 2022

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.

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.

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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.

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.

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.

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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.

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.

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More Trending

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.

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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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.

McDonald’s to sell its Russian business over Ukraine war

Financial Times M&A

Fast-food chain expected to book non-cash charge of up to $1.4bn for exit

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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.

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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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

Musk raises prospect of lower price for Twitter deal

Financial Times M&A

Tesla chief executive pushes bot concerns amid speculation he is trying to reopen or walk away from deal

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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. This post is based on their recent comment letter to the U.S. Securities and Exchange Commission.

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How Peer Executive Groups Uses BizEquity to Drive Better Results for Business Owners

Biz Equity

Dan Crowley, CEO and Founder of Peer Executive Groups , is no stranger to business valuation

Benchmark International Successfully Facilitated the Transaction Between LaddersFree Ltd and REACT Group PLC

Benchmark Report

Benchmark International is pleased to announce the transaction between Topsham-based LaddersFree and AIM listed REACT, in a deal worth up to £8.5m. Established for 20 years, LaddersFree is a commercial window cleaning business serving independent, regional, and national customers across the UK.

Shipping group CMA CGM to take Air France-KLM stake under cargo tie-up

Financial Times M&A

Container company seeks to expand its reach after business soared during pandemic

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Addressing Market Volatility and Risk in M&A Agreements

Harvard Corporate Governance

Posted by Edward D. Herlihy, Wachtell, Lipton, Rosen & Katz, on Sunday, May 15, 2022 Editor's Note: Edward D. Herlihy is partner at Wachtell, Lipton, Rosen & Katz. This post is based on a Wachtell memorandum by Mr. Herlihy and Jacob A. Kling. Related research from the Program on Corporate Governance includes Are M&A Contract Clauses Value Relevant to Target and Bidder Shareholders? by John C.

Quantum computing just might save the planet

McKinsey

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

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How Inflation Could Affect Your Financial Statements

Machen McChesney

Business owners and investors are understandably concerned about skyrocketing inflation. Over the last year, consumer prices have increased 8.3%, according to the latest data from the U.S. Bureau of Labor Statistics.

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Siemens Energy considers full takeover of Siemens Gamesa

Financial Times M&A

German group weighs offer for all outstanding shares in beleaguered Spanish wind subsidiary

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ESG Task Force Brings First Case

Harvard Corporate Governance

Posted by Cydney Posner, Cooley LLP, on Wednesday, May 18, 2022 Editor's Note: Cydney S. Posner is special counsel at Cooley LLP. This post is based on her Cooley memorandum. As described in this press release , the SEC has filed a complaint against Vale S.A.,

Envestnet Yodlee Acquires Truelytics

Truelytics

Author Talks: Make anxiety your ally

McKinsey

How can we reclaim our relationship with anxiety, so it works for, and not against, us? McKinsey on Books Health Care Health care services Personal effectiveness

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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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SEC Files Fraud Complaint over False Safety Claims

Harvard Corporate Governance

Posted by Jason Halper, Mark Beardsworth, and Duncan Grieve, Cadwalader, Wickersham & Taft LLP, on Friday, May 20, 2022 Editor's Note: Jason Halper and Mark Beardsworth are partners and Duncan Grieve is special counsel at Cadwalader, Wickersham & Taft LLP. This post is based on a Cadwalader memorandum by Mr. Halper, Mr. Beardsworth, Mr. Grieve, Kevin Roberts , Sara Bussiere, and Elizabeth Moore.

Biased Appraisers? I Don’t Think So

Appraisers Blog

To judge an entire profession by anecdotal evidence is equally both stupid and harmful… The entire emphasis was on “anecdotal evidence” which is not documented or supported. Story after story was told about how appraisers had produced a “biased” report.

For many Americans, economic opportunity seems increasingly out of reach

McKinsey

Low unemployment doesn’t seem to dispel the gloom about inflation, the McKinsey American Opportunity Survey shows. Public & Social Sector Insights Public & Social Sector Labor markets

Adani buys Holcim’s Indian businesses for $10.5bn

Financial Times M&A

Cement deal is biggest acquisition yet for Asia’s richest man

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Testimony by Chair Gensler at Hearing before the Subcommittee on Financial Services and General Government, U.S. House Appropriations Committee

Harvard Corporate Governance

Posted by Gary Gensler, U.S. Securities and Exchange Commission, on Wednesday, May 18, 2022 Editor's Note: Gary Gensler is Chair of the U.S. Securities and Exchange Commission. This post is based on his testimony before the U.S.

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?

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.

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M&C Saatchi agrees £310mn takeover by Next Fifteen

Financial Times M&A

Deal comes after UK ad agency rejects lower offer from largest shareholder

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A Mid-Season Look at 2022 Shareholder Proposals

Harvard Corporate Governance

Posted by Michael Peregrine and Eric Orsic, McDermott Will & Emery LLP, on Tuesday, May 17, 2022 Editor's Note: Michael W. Peregrine and Eric Orsic are partners at McDermott Will & Emery LLP. This post is based on a NACD BoardTalk publication. As we sit squarely in the middle of proxy season, we have a useful vantage point from which to consider already announced shareholder proposals and anxiously await investor feedback on those matters presented for shareholder votes.

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Financial inclusion and sustainable, inclusive growth in action

McKinsey

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? Future of America Financial inclusion United States Sustainability

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