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

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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. This post is based on their recent paper.

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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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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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Client Service: How Did Your Firm Score This Tax Season?

ThomsonReuters

Unfortunately, businesses often make assumptions about what their clients want. Sometimes they miss the mark, which can lead to misunderstandings, unmet expectations, and potentially dissatisfied clients who eventually take their business elsewhere. “When a firm, or any other business, has been doing things the same way for 10, 20, or 30 years — and it has worked for 10, 20, or 30 years — there are blind spots,” said Greg Pope, Vice President of Marketing at SurePrep.

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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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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. Barrera, and Grant Hinrichsen. Related research from the Program on Corporate Governance includes Stakeholder Capitalism in the Time of COVID , by Lucian Bebchuk, Kobi Kastiel, and Roberto Tallarita (discussed on the

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Get started on the Microsoft Cloud for Sustainability with new Avanade services

Avanade

Avanade is announcing two services to enable organizations to drive value from the Microsoft Cloud for Sustainability and their existing investments in digital technologies.

More Trending

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Advising Gig Workers: Form 1099-K and How to Minimize Tax Liability

ThomsonReuters

Do you have clients working full- or part-time in the gig economy? Self-employed workers who drive for Uber or deliver food for DoorDash, who sell crafts and merchandise on Etsy, or who hire out their services on TaskRabbit? These budding entrepreneurs often get paid through mobile payment services like Venmo, Paypal or CashApp or get paid directly through the Uber or Doordash app.

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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 Happened to The Believer?

NYT M&A

The magazine, bought by a marketing company, briefly hosted clickbait content. Scandal ensued. After a flurry of negotiation, it is now back with its first publisher, McSweeney’s.

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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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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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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. On May 18, the Subcommittee on Economic Opportunity held a legislative hearing on the Discussion Draft of H.R. 7735, Improving Access to the VA Home Loan Act of 2022.

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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. House Appropriations Committee, Subcommittee on Financial Services and General Government. 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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Ei.Ventures And Mycotopia To Merge Into New Psychedelic Mushroom Company

Benzinga

Two companies in the psychedelics space have signed a definitive agreement to merge. Mycotopia Therapies Inc. (OTCPink: TPIA ) and Ei.Ventures Inc. have executed a previously-announced agreement by which they’ll give birth to a new entity called PSLY.com , which will become the parent company for both. Both companies are are working on research, development and commercialziation of naturally-produced psychedelics like psilocybin mushrooms.

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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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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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Hannover Messe 2022 - Digitizing manufacturing for a sustainable future

Avanade

Avanade and Accenture are at the Microsoft booth (Hall 4 – Stand E34), 2022 Hannover Messe event, with experts and demos showcasing industry cloud solutions in the Build More Agile Factories Zone.

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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?

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Irwin Naturals Completes Acquisition Of Ketamine Health Centers

Benzinga

Irwin Naturals (OTCQB: IWINF) (FRA:97X) has completed the acquisition of KHC Capital Group, LLC. following the April acquisition agreement with KHC Capital and related entities (Ketamine Health Centers), which owns a chain of five ketamine treatment clinics in Florida with an additional partnership contract with an affiliate clinic in Mexico. "Our roll-up strategy of clinics is highly accretive, enabling us to fuel rapid growth of revenues and profitability.

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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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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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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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Genius Group Enhances Entrepreneurial Education Offering - Read How

Benzinga

Genius Group Limited (NYSE: GNS ) has acquired E-Squared Education Enterprises , a South Africa-based school and vocational college. The financial terms were not disclosed. E-Squared, situated in Nelson Mandela Bay, offers primary, secondary, and tertiary education to children and young adults from. Full story available on Benzinga.com.

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SWAP Chooses AuditBoard to Streamline and Strengthen Internal Audit Processes

Audit Board

AuditBoard empowers agile auditing, process efficiency, and improved client collaboration for leading UK-based internal audit consultancy. London, UK — May 18, 2022 — AuditBoard , the leading cloud-based platform transforming audit, risk, and compliance management, today announced that UK-based, not-for-profit SWAP Internal Audit Services has chosen AuditBoard to automate processes and improve execution, enabling them to deliver superior audit planning and risk assessment to their customers.

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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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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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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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What are Elon Musk’s options in the Twitter takeover deal?

The Guardian M&A

The Tesla chief says the deal cannot go ahead unless the platform proves that fewer than 5% of users are bots Elon Musk has said his $44bn (£35bn) planned takeover of Twitter cannot progress until the microblogging platform proves that fewer than 5% of its users are fake or spam accounts. There is a strong chance the world’s richest person could try to walk away from the deal or to negotiate a lower price than the agreed $54.20 a share.

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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. As such, the sale of the company truly is the time to monetize a lifetime of effort.

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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.

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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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Elon Musk: Twitter deal cannot progress without proof on bot numbers

The Guardian M&A

Tesla CEO and world’s richest person expressed concerns about presence of fake accounts on platform Elon Musk has cast further doubt over his $44bn (£35bn) takeover of Twitter after stating the deal “cannot move forward” until the social media company proves that less than 5% of its users are fake or spam accounts. The Tesla chief executive used his Twitter account to say the agreed deal would not progress until the firm showed proof that only a small proportion of its users were fake.

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Del. Plaintiffs Firms Pan Proposed Corporate Law Changes

Law 360 M&A

Several prominent plaintiffs firms in Delaware have voiced opposition to proposed changes in the state's vaunted corporation law that would grant officers more liability protections, arguing that the revisions are at best unnecessary and at worst could encourage unsavory or careless business behavior.

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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., a publicly traded (NYSE) Brazilian mining company and one of the world’s largest iron ore producers, charging that it made “false and misleading claims about the safety of its dams prior to the January 2019 collapse of its Brumadinho da

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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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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.

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