Sat.Dec 17, 2022 - Fri.Dec 23, 2022

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Proxy Advisors Update Voting Guidelines for 2023

Harvard Corporate Governance

Posted by David A. Bell, Dean Kristy, and Julia Forbess, Fenwick & West LLP, on Thursday, December 22, 2022 Editor's Note: David A. Bell , Dean Kristy , and Julia Forbess are Partners at Fenwick & West LLP. This post is based on a Fenwick memorandum by Mr. Bell, Mr. Kristy, Ms. Forbess, Ryan Mitteness , and Ron C. Llewellyn. Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy advisors in the United States, have announced updates and clarifications for their votin

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Generative AI is here: How tools like ChatGPT could change your business

Mckinsey and Company

Generative AI and other foundation models are changing the AI game, taking assistive technology to a new level, reducing application development time, and bringing powerful capabilities to nontechnical users.

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Can Corporate ESG Reports Clear Up ESG Ratings Confusion?

Reynolds Holding

Investors are increasingly incorporating assessments of companies’ performance on environmental, social, and governance (ESG) issues in their portfolio decisions. The global assets under management of the signatories to the United Nations Principles for Responsible Investment (PRI) have grown from about $20 trillion in 2010 to about $121 trillion in 2021. [1].

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Why sustainable retail will never go out of fashion

Avanade

Rasmus Hyltegard, Retail Lead in Avanade’s Data & AI Centre of Excellence, discusses barriers facing fashion retailers as they seek to drive sustainable circular agendas.

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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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Audit committee effectiveness: practical tips for the chair

Harvard Corporate Governance

Posted by Maria Castañón Moats, Stephen G. Parker, Tracey-Lee Brown, PricewaterhouseCoopers LLP, on Wednesday, December 21, 2022 Editor's Note: Maria Castañón Moats is a Leader; Stephen Parker is a Partner; and Tracey-Lee Brown is a Director at the Governance Insights Center, PricewaterhouseCoopers LLP. This post is based on their PwC memorandum. Today’s boards are increasingly being asked to up their game—by regulators, investors, and proxy advisors.

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The future of banks: A $20 trillion breakup opportunity

Mckinsey and Company

Banking is radically transforming. Many banks can thrive by fundamentally changing the way that financial services are embedded into daily life.

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What Do All Those Employee Benefits Acronyms Stand For? (Part 3 of 3)

ThomsonReuters

QUESTION: Everybody in the employee benefits field uses acronyms like ALE, MLR, and ACA. What do these and other employee benefits acronyms stand for? ANSWER: Here’s an explanatory list of common acronyms primarily used in our Health Care Reform manual. (Last week’s Checkpoint Question of the Week included acronyms primarily used in our COBRA, HIPAA, and Group Health Plan Mandates manuals, and the Checkpoint Question of the Week from the week before included acronyms from the ERISA Complia

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New DOL Guidance on ESG and Proxy Voting

Harvard Corporate Governance

Posted by Michael Albano, and Elizabeth Dyer, Cleary Gottlieb Steen & Hamilton LLP, on Thursday, December 22, 2022 Editor's Note: Michael Albano and Elizabeth Dyer are partners at Cleary Gottlieb Steen & Hamilton LLP. This post is based on their Cleary memorandum. Related research from the Program on Corporate Governance includes The Illusory Promise of Stakeholder Governance (discussed on the Forum here ) by Lucian A.

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The secret to great health? Escaping the healthcare matrix

Mckinsey and Company

The blueprint to achieve a lifetime of great health is increasingly clear and within our control. But unlocking it requires challenging the orthodoxies currently guiding individuals and institutions.

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The Top Internal Audit Articles of 2022

Internal Audit 360

I n many ways, 2022 was a year of instability. Many individuals and organizations spent the year trying to put the pandemic, which had dominated every aspect of life in 2020 and 2021, behind them, even while still dealing with its lasting effects. Yet, the dark days that COVID-19 brought failed to recede. The face coverings, testing, and closed offices gave way to Inflation, economic upheaval, and political discord.

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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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Video Gamers Prosecuted Microsoft Over Activision Deal Citing Antitrust Elements

Benzinga

A private consumer lawsuit alleged Microsoft Corp (NASDAQ: MSFT ) - Activision Blizzard, Inc (NASDAQ: ATVI ) deal of unlawfully stifling competition in the video game industry. The California federal court lawsuit followed the U.S. Federal Trade Commission suit seeking to stop Microsoft, owner of the Xbox console, from completing the largest-ever acquisition in the video-gaming market, Reuters Full story available on Benzinga.com.

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ISS Issues Benchmark Policy Updates for 2023

Harvard Corporate Governance

Posted by Cydney S. Posner, Cooley LLP, on Friday, December 23, 2022 Editor's Note: Cydney S. Posner is special counsel at Cooley LLP. This post is based on her Cooley memorandum. At the end of last week, ISS announced its benchmark policy updates for 2023. The policy changes will apply to shareholder meetings held on or after February 1, 2023, except for those with one-year transition periods.

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HR’s new operating model

Mckinsey and Company

Interviews with more than 100 chief human resources officers and people leaders reveal how the HR operating model is changing to drive value in a volatile business environment.

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SEC Urges 2nd Circ. To Uphold 2018 Deal With Elon Musk

Law 360 M&A

The U.S. Securities and Exchange Commission on Thursday urged the Second Circuit to leave in place a years-old consent decree requiring Elon Musk to get Tesla's authorization before tweeting about the company, arguing that Musk knowingly and willingly entered into that agreement, and nothing has significantly changed since.

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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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Binance Acquires Indonesia-Based Crypto Exchange Tokocrypto

Benzinga

In an apparent bid to expand its footprint across Asia, cryptocurrency exchange Binance (CRYPTO: BNB ) has completed the acquisition of the Indonesian exchange Tokocrypto. Following the resignation of Pang Xue Kai , the exchange's co-founder, Binance revealed that it had acquired a controlling stake in Tokocrypto and that it had appointed a new CEO.

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Exculpation of Personal Liability Expanded to Include Certain Corporate Officers

Harvard Corporate Governance

Posted by Richard J. Grossman, Allison L. Land and Marc S. Gerber, Skadden, Arps, Slate, Meagher & Flom LLP, on Tuesday, December 20, 2022 Editor's Note: Richard J. Grossman , Allison L. Land , and Marc S. Gerber are partners at Skadden, Arps, Slate, Meagher & Flom LLP. This post is based on a Skadden memorandum by Mr. Grossman, Ms. Land, Mr.

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Business building: The path to resilience in uncertain times

Mckinsey and Company

In an uncertain economy, executives’ first instinct might be to cut costs and shore up established holdings. A better way is to build new businesses.

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Microsoft Tells FTC That $69B Activision Deal Benefits Gamers

Law 360 M&A

Microsoft Corp. told the Federal Trade Commission on Thursday that it should not block the planned $68.7 billion buyout of rival game developer Activision Blizzard because the deal will provide gamers with access to Activision games for less money and on new platforms.

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Churchill Downs Acquires Exacta Systems for $250M Cash

Benzinga

Churchill Downs Inc (NASDAQ: CHDN ) has agreed to acquire all of the outstanding equity interests of Exacta Systems LLC for total consideration of $250 million in cash. The transaction will allow Churchill Downs to realize synergies related to its acquisition of Colonial Downs. Full story available on Benzinga.com.

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Weekly Roundup: December 16-22, 2022

Harvard Corporate Governance

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, December 23, 2022 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of December 16-22, 2022. Corporate Governance Evolves Amid Increasing Sustainability Awareness. Posted by Subodh Mishra, Institutional Shareholder Services, Inc., on Friday, December 16, 2022.

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Musk Asks Twitter Users If He Should Step Down After Fury Over His Policies

NYT M&A

Fury mounted over Mr. Musk’s moves to prevent Twitter users from sharing links to other social media platforms. The billionaire also asked whether he should remain as head of the service.

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To Find a Cybersecurity Solution for Everyone, We First Need to Admit Cybersecurity Is Everyone’s Problem

Audit Board

Cyber breaches and costs reached all-time highs in 2021, and the first half of 2022 saw a 42% global increase in attacks. Organizations want to better prepare for and defend against cyber attacks, but they’re not getting the information they need to do it. . In the U.S., there’s still no federal mandate for open disclosure of data breaches and other cyber attacks.

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L3Harris Technologies Acquires Aerojet Rocketdyne For $4.7B

Benzinga

L3Harris Technologies Inc (NYSE: LHX ) has agreed to acquire Aerojet Rocketdyne Holdings Inc (NYSE: AJRD ) for $58 per share in an all-cash transaction valued at $4.7 billion, including debt. The per-share value represents a premium of 6% from AJRD's closing price of $54.89 on Dec. 16, 2022. The deal. Full story available on Benzinga.com.

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Overseeing internal investigations

Harvard Corporate Governance

Posted by Maria Castañón Moats, Kristin Rivera, and Stephen G. Parker, PricewaterhouseCoopers LLP, on Thursday, December 22, 2022 Editor's Note: Maria Moats is a Leader and Stephen Parker is a Partner at the Governance Insights Center, PricewaterhouseCoopers LLP. Kristin Rivera is a Partner and the Global Forensics Leader at PricewaterhouseCoopers LLP.

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Settlement Bid In Del. Cannabis Co. Suit Boosted To $39.9M

Law 360 M&A

Stockholders of Canadian cannabis venture Tilray Inc. and its special litigation committee disclosed an increased $39.9 million settlement proposal Wednesday for a Delaware Court of Chancery suit accusing controlling investors and key directors of lining up a merger that unfairly benefited the company's private equity founders.

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4 OKR Examples

Rhythm Systems

Often, founders and CEOs of small businesses get their hands dirty and engage in many aspects of the daily running of the business. They may own a sales quota or be on the hook for processing payroll. But, as the company grows and new team members are hired, the role of the CEO changes. You’re still head of the company, but your role becomes more strategic and less tactical; things like “promote company culture” can be hard to quantify as an OKR.

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Catalyst Pharma Acquires US Rights To Eisai's Epilepsy Drug

Benzinga

Catalyst Pharmaceuticals Inc (NASDAQ: CPRX ) agreed to acquire the U.S. rights to Eisai Co Ltd's (OTC: ESALY ) (OTC: ESALF ) Fycompa (perampanel) CIII and an exclusive option period to review, evaluate and negotiate to acquire a rare epilepsy asset currently in Eisai's pipeline. Eisai will receive an upfront payment of $160 million. The acquisition adds a highly complementary and.

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What Do Outside CEOs Really Do? Evidence from Plant-Level Data

Harvard Corporate Governance

Posted by John Bai (Northeastern University), Anya Mkrtchyan (UMass Amherst), on Tuesday, December 20, 2022 Editor's Note: John Bai is an Associate Professor at D’Amore-McKim School of Business, Northeastern University; and Anya Mkrtchyan is an Associate Professor at Isenberg School of Management, University of Massachusetts–Amherst. This post is based on their article forthcoming in the Journal of Financial Economics.

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The Most-Read Legal Industry Law360 Guest Articles Of 2022

Law 360 M&A

A range of legal industry topics drew readers' attention in Law360's Expert Analysis section this year, from the "great resignation" to potential expansion of attorney-client privilege.

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The Art of Manager Removal

Farrel Fritz

If there’s anything more contentious than a business divorce between co-owners of closely held firms, it’s a business divorce between a couple also going through or following a marital divorce. Case in point: the litigation in New York Supreme Court between William P. Stewart, the founding owner of an asset management firm, and his former wife Barbara Stewart, who have been embroiled for many years in lawsuits in Surrogate’s Court over control of family trusts beginning in 2005 and who finalized

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Avant Brands' GreenTec Holdings To Acquire 100% Of 3PL Ventures

Benzinga

Avant Brands Inc. (TSX:AVNT)(OTCQX: AVTBF )(FRA:1BU0) and its wholly-owned subsidiary GreenTec Holdings Ltd. , have entered into a binding share purchase agreement with F-20 Developments Corp. to acquire the remaining 50% equity stake in 3PL Ventures Inc. Pursuant to the terms of the agreement, the purchase price payable is equal to $15 million which will be satisfied by the following: $1.5 million cash payable upon the closing; $9.5 million payable by way of a convertible promissory note; $3 mi

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Good Corporate Citizenship We Can All Get Behind?: Toward A Principled, Non-Ideological Approach To Making Money The Right Way

Harvard Corporate Governance

Posted by Leo E. Strine, Jr. (University of Pennsylvania), on Wednesday, December 21, 2022 Editor's Note: Leo E. Strine, Jr. is the Michael L. Wachter Distinguished Fellow at the University of Pennsylvania Carey Law School; Senior Fellow, Harvard Program on Corporate Governance; Of Counsel, Wachtell, Lipton, Rosen & Katz; and former Chief Justice and Chancellor, the State of Delaware.

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Catching Up With Delaware's Chancery Court

Law 360 M&A

Delaware courts started getting ready for the holidays this week, gifting one of their top justices to the Third Circuit, putting a bow on a multimillion-dollar fee award, and wrapping up a cognac dispute for an arbitrator. Hope you enjoy the last wrap-up this year of last week's news from Delaware's Chancery Court.

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UK government pledges up to £4.5bn to fund Bulb takeover by Octopus

The Guardian M&A

Support comes on top of £1.1bn paid to handle collapsed energy firm’s administration costs The UK government has committed to provide up to £4.5bn to fund the takeover of the collapsed energy company Bulb by its rival Octopus. Bulb spent more than a year in a state-handled administration and its 1.5 million customers transferred to Octopus on Tuesday night.

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