Sat.May 21, 2022 - Fri.May 27, 2022

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Private Company Boards Need Outside Directors

Harvard Corporate Governance

Posted by Maria Moats, Shawn Panson, and Carin Robinson, PricewaterhouseCoopers LLP, on Monday, May 23, 2022 Editor's Note: Maria Moats is the leader of PricewaterhouseCoopers LLP Governance Insights Center, Shawn Panson is the US Private Company Services Leader for PricewaterhouseCoopers LLP, and Carin Robinson is a Director at PricewaterhouseCoopers LLP.

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IVSC AGM 2022, 14-16 September, Fort Lauderdale (FL), U.S.

IVSC

The IVSC AGM is an opportunity to connect with valuation leaders and stakeholders from around the world. Our last in-person AGM took place in Singapore in 2019 and we are delighted that after such a long time, and with thanks to our AGM 2022 sponsors – the American Society of Appraisers , the Appraisal Foundation , HypZert and Taqeem – we will have the opportunity to assemble again later this year in Fort Lauderdale, Florida, USA.

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Trending Sources

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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. We created this four-part series of blogs to pull pack the curtain on business deal structures and provide helpful information to entrepreneurs like you. This article is Part Two.

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Supply chains: To build resilience, manage proactively

Mckinsey and Company

Supply chain upheavals show little sign of abating. Companies can address them by reconsidering outdated, short-term strategies and beginning the hard work of building structural resilience.

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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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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. Related research from the Program on Corporate Governance includes The Perils and Questionable Promise of ESG-Based Compensation by Lucian A.

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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.

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More Trending

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Transformation and ‘the more things change’: A conversation with Seth Goldstrom

Mckinsey and Company

The definition of transformation has evolved over the years. McKinsey senior partner Seth Goldstrom discusses that evolution and some of the core elements that remain essential to transformation success.

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Mutual Fund Directors Governance Survey

Harvard Corporate Governance

Posted by Bernadette Geis, PricewaterhouseCoopers LLP, on Saturday, May 21, 2022 Editor's Note: Bernadette Geis is Asset and Wealth Management Leader at PricewaterhouseCoopers LLP. This post is based on her PwC memorandum. 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

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Strategic Planning Tips: 17 Expert Tips for Planning

Rhythm Systems

So, you had a great planning session with your team. Everybody left the 3-day session pumped up and ready to hit your targets for the year and move the company one step closer to achieving your Big Hairy Audacious Goal (BHAG) and other long term strategic goals. You've done the strategy work extremely well? What could possibly go wrong? Unfortunately, even with everyone’s good intentions, running the day-to-day business can get in the way of making progress on your annual and quarterly rocks if

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Here's Why Quantum Computing Shares Are Trading Higher Today

Benzinga

Quantum Computing Inc (NASDAQ: QUBT ) agreed to acquire QPhoton, a quantum photonics innovation company. QPhoton developed a series of quantum photonic systems (QPS). QCI will issue to QPhoton's stockholders aggregate merger consideration consisting of 5.8 million shares, 2.4 million preferred shares convertible into 23.8 million shares, and warrants.

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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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Antitrust Enforcers' Fourth and Final "Listening Forum" On Merger Reform Highlights Issues In Technology

National Law Review M&A

Arindam Kar Jurisdiction: All Federal Type of Law: Antitrust & Trade Regulation Communications, Media & Internet Mergers & Acquisitions Administrative & Regulatory

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Nosedive: Boeing and the Corruption of the Deferred Prosecution Agreement

Harvard Corporate Governance

Posted by John C. Coffee (Columbia University), on Wednesday, May 25, 2022 Editor's Note: John C. Coffee Jr. is the Adolf A. Berle Professor of Law at Columbia University Law School. This post is based on his recent paper. For public corporations, the deferred prosecution agreement (or “DPA”) has become the default rule. Whatever the crisis or scandal—foreign corrupt practices, securities fraud, opioids—the response of the public corporation is to cut a deal with the U.S.

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Sports-Focused SPAC Leads 2 IPO Filings Totaling $350M

Law 360 M&A

A sports and entertainment focused blank-check firm, whose board of directors includes former NBA star Magic Johnson and a former Disney executive, was among two special-purpose acquisition companies to file initial public offerings Thursday for a combined $350 million.

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Internal Auditors Are Uniquely Suited to Be Great at RPA

Audit Board

Internal auditors are in the midst of a transformation. The bots aren’t coming — they’re here. Robotic process automation, or RPA, is happening in our space. It’s not only a bellwether of what’s to come. It’s also an opportunity for internal audit to lead. I’ve spent the past several years immersed in training myself and others in RPA, both as the head of an internal audit team and in my current role as a professor and Director of the Center for Intelligent Process Automation at Nichols Colleg

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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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How big banks are responding to sustainability: BBVA and ABN AMRO

Avanade

In this blog post, Peter Barrett writes about Avanade’s research with Efma, a global financial services trade association, on what he learnt from executives at two major banks, ABN AMRO and BBVA.

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Will Corporations Deliver Value to All Stakeholders?

Harvard Corporate Governance

Posted by Lucian Bebchuk and Roberto Tallarita (Harvard Law School), on Monday, May 23, 2022 Editor's Note: Lucian Bebchuk is the James Barr Ames Professor of Law, Economics, and Finance and Director of the Program on Corporate Governance at Harvard Law School; and Roberto Tallarita is a Lecturer on Law and Associate Director of the Program on Corporate Governance at Harvard Law School.

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Altaba Says Canada Rulings Back Cutting $800M Suit Reserve

Law 360 M&A

Attorneys for Yahoo's former parent told a Delaware vice chancellor on Friday that recent events in two Canadian courts support drastically reducing an $800 million holdback for future court settlements with Canadian subscriber victims of privacy breaches between 2013 and 2016.

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Musk's 5 Billion Dollar Exit From Twitter

Benzinga

Elon Musk, the wealthiest person in the world, appears to be playing a game of Monopoly in real life as he leads a number of companies in the tech space, and builds stakes in other companies and cryptocurrencies. However, his recent acquisition of twitter (NYSE: TWTR ) may not pass go and perhaps sets him up to be liable for at least 5 billion dollars.

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Four pitfalls to avoid in transforming the patient experience in healthcare

Avanade

There are several pitfalls healthcare providers must avoid while trying to strike a balance between elevating the patient experience and maintaining their duty to a patient’s wellbeing.

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Banking’s Climate Conundrum

Harvard Corporate Governance

Posted by Jeremy C. Kress (University of Michigan), on Tuesday, May 24, 2022 Editor's Note: Jeremy Kress is Assistant Professor of Business Law at the Stephen M. Ross School of Business at the University of Michigan and Co-Faculty Director of the University of Michigan’s Center on Finance, Law & Policy. This post is based on his recent paper , forthcoming in the American Business Law Journal.

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FCC Seeks Public Input On Telecom Merger Compliance

Law 360 M&A

The Federal Communications Commission has opened a trio of public dockets to track how well Verizon is meeting its commitments after merging with TracFone and for two other high-profile deals involving T-Mobile and Dish.

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Dexcom In Talks To Acquire Insulet, Create a Giant In Diabetes Devices: Bloomberg

Benzinga

Dexcom Inc (NYSE: DXCM ) is reportedly in talks to acquire medical-device company Insulet Corporation (NASDAQ: PODD ) to create a giant in diabetes devices, according to people with knowledge of the matter. According to Bloomberg, talks between the companies are ongoing, and an agreement could be reached in the coming weeks. Discussions could still be delayed or fall apart, the people said.

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Applying EBITDA Multiples To Your Company Valuation

Benchmark Report

If you are considering selling your business, you undoubtedly need to understand its value. Unfortunately, arriving at that answer can entail many different methodologies, and it often involves the familiar valuation formula of applying a multiple of Earnings Before Interest, Tax, Depreciation, and Amortization ( EBTIDA ). For example, if a company boasts EBITDA of $1 million, and a five times EBITDA multiple is applied, the company’s estimated value is $5 million.

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The Cost of Proxy Contests

Harvard Corporate Governance

Posted by Michael R. Levin, The Activist Investor, on Wednesday, May 25, 2022 Editor's Note: Michael R. Levin is founder and editor of The Activist Investor. Related research from the Program on Corporate Governance includes Universal Proxies by Scott Hirst (discussed on the Forum here ); The Long-Term Effects of Hedge Fund Activism by Lucian Bebchuk, Alon Brav, and Wei Jiang (discussed on the Forum here ); Dancing with Activists by Lucian Bebchuk, Alon Brav, Wei Jiang, and Thomas Keusch (dis

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Photo Co. Founder Sues Merger Partner For Post-Deal Purge

Law 360 M&A

The founder of Collage.com, an e-commerce business that lets customers create photo-centered gifts, sued the site's merger partner and a private equity backer in Delaware's Court of Chancery, saying he had been promised a post-merger executive position but instead was fired just weeks after the deal closed.

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Guardforce AI Acquires Eight Companies In China For $30M

Benzinga

Guardforce AI Co Ltd (NASDAQ: GFAI ) (NASDAQ: GFAIW ) entered into two definitive agreements to acquire eight companies in China for $30 million. The deal will be paid in a combination of cash (10%) and restricted ordinary shares of GFAI (90%) at an agreed price of $2/share. As per the first agreement, GFAI will acquire Beijing Wanjia Security System Limited, Full story available on Benzinga.com.

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Kwasi Kwarteng to review French billionaire’s BT stake over security concerns

The Guardian M&A

Business secretary intervenes after biggest shareholder Patrick Drahi raised stake in UK telecom giant to 18% The business secretary has used new government powers on national security to intervene in a potential takeover of BT by its biggest shareholder, the French billionaire Patrick Drahi. BT said Kwasi Kwarteng would investigate the move by Drahi’s telecoms group Altice, after it increased its stake in BT from 12.1% to 18% in mid-December.

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Hell or High Water Provisions in Merger Agreements: A Practical Approach

Harvard Corporate Governance

Posted by Stephen Fraidin, Joel Mitnick, and Ross Steinberg, Cadwalader, Wickersham & Taft LLP, on Wednesday, May 25, 2022 Editor's Note: Stephen Fraidin and Joel Mitnick are partners and Ross Steinberg is a law clerk at Cadwalader, Wickersham & Taft LLP. This post is based on their Cadwalader memorandum. 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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Musk, Twitter Hit With Investor Suit Over Buyout Balk

Law 360 M&A

Elon Musk and Twitter Inc. have been hit with a proposed shareholder class action alleging that the billionaire tried to create doubt about his planned deal to buy the social media company in order to do so at a lower price, causing Twitter's valuation to drop by $8 billion.

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Could Apple, Amazon Or Disney Acquire A Gaming Company? Why Electronic Arts Stock Is Rising

Benzinga

Electronic Arts Inc (NASDAQ: EA ) shares are trading higher Monday following reports the company is exploring a sale. According to a Puck report , EA is actively looking for a buyer and has already held talks with several suitors including Apple Inc (NASDAQ: AAPL ), Amazon.com Inc (NASDAQ: AMZN ) and Walt Disney Co (NYSE: DIS ). EA is reportedly open to a complete buyout or a merger opportunity in which its.

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What we learned about the future of work at Microsoft Build

Avanade

At Microsoft Build, Avanade reflects on its work with GLP Investment Management and how combining business processes and automated workflows with collaborative apps can help create people-first experiences.

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Disclosures Pertaining to Russia’s Invasion of Ukraine

Harvard Corporate Governance

Posted by Catherine M. Clarkin, Robert W. Downes, and Sarah P. Payne, Sullivan & Cromwell LLP, on Sunday, May 22, 2022 Editor's Note: Catherine M. Clarkin , Robert W. Downes , and Sarah P. Payne are partners at Sullivan & Cromwell LLP. This post is based on a Sullivan & Cromwell memorandum by Ms. Clarkin, Mr. Downes, Ms. Payne, Elizabeth Lombard , and Cameron Teschuk.

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Elon Musk Plans $6.25B More In Equity For $44B Twitter Deal

Law 360 M&A

Elon Musk on Wednesday promised an additional $6.25 billion in equity financing to acquire Twitter Inc., according to a U.S. Securities and Exchange Commission disclosure, a move that comes just a week after the Tesla Inc. CEO threatened to abandon the deal if the social media giant couldn't prove that "bots" represent less than 5% of Twitter users.

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What's Going On With Kohl's Shares Today

Benzinga

Bidders seeking to acquire Kohl's Corp (NYSE: KSS ) are likely to make offers lower than their initial ones to reflect the market downturn, Reuters reported. The potential purchasers, including private equity firm Sycamore Partners, brand holding firm Franchise Group, J.C. Penney investors Simon Property Group, Inc. (NYSE: SPG ), and Brookfield Asset Management.