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SEC Proposes to Narrow Three Substantive Exclusions in the Shareholder Proposal Rule

Harvard Corporate Governance

Rule 14a-8(i)(11), the “substantial duplication” exclusion, would be amended to provide that a shareholder proposal substantially duplicates another proposal previously submitted by another proponent for a vote at the same meeting if it “addresses the same subject matter and seeks the same objective by the same means.” more…).

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EXCLUSIVE: Game-Changer In Cannabinoid Market? OBX Acquires Nucl3o

Benzinga

Open Book Extracts (OBX), a cannabinoid product manufacturer, has inked a term sheet to acquire Nucl3o, a processor of high-purity cannabinoid isolates, Benzinga Cannabis has learned exclusively.

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Federal Gift Tax Exclusion and Lifetime Estate Tax Exemption

Biz Equity

Advisors and business owners should be aware of current policies that could impact their exit strategies, including upcoming changes to policies involving annual gift tax exclusions and lifetime gift and estate tax exemptions. The annual lifetime gift exclusion is set to sunset after 2025 and return to its inflation-adjusted pre-TCJA level.

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EXCLUSIVE: Janover Expands Fintech Frontier With Acquisition Of Groundbreaker Technologies, Bolstering SaaS Offerings in Real Estate

Benzinga

Also Read: EXCLUSIVE: Janover's Q3 Shows Strong Sales Growth but Increased Net Loss, Focuses on AI and Strategic Partnerships What Happened? Janover Inc (NASDAQ: JNVR ), a B2B fintech marketplace connecting commercial property borrowers and lenders, announced that it has acquired Groundbreaker Technologies, Inc.,

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Ninth Circuit Enforces Exclusive Forum Bylaw, Creating Split with Seventh Circuit

Harvard Corporate Governance

Lee argued that the forum bylaw requiring adjudication in Delaware state court could not be enforced against her because federal courts have exclusive jurisdiction over Section 14(a) claims under the Exchange Act. Therefore, enforcing the bylaw would prevent her from bringing a derivative Section 14(a) claim in any court.

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Ithaca Energy in exclusive talks for Eni’s UK upstream assets

Financial Times M&A

London-listed company given four-week exclusivity period by Italian oil major to make bid

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D&O Insurance: Check Your Bump-Up Exclusion

John Jenkins

This D&O Diary blog from Kevin LaCroix discusses an early March decision by the Eastern District of Virginia that a bump-up exclusion precluded D&O coverage for the $90 million paid by Towers Watson in settlement of claims relating to its January 2016 merger with Willis Group Holdings.

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