August, 2022

Back to Basics: Board Committees

Harvard Corporate Governance

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What you need to know about small business valuations

Chris Curtain

Prepare your business for a business appraisal Small Business Valuation Steps Operating a small business can be extremely rewarding. For some individuals, doing so represents the opportunity to create an enterprise with growth potential.

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The New Corporate Governance

Reynolds Holding

In the last few years, there has been a dramatic increase in shareholder engagement on environmental and social issues. Consider two examples from 2021.

Saudi Aramco to buy Valvoline’s products arm for $2.65bn

Financial Times M&A

World’s biggest oil producer says deal will help it expand its downstream activities

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Using Valuation To Modernize and Grow Your Firm’s Services

Biz Equity

Benchmark International Successfully Facilitated the Transaction Between Andidrain Limited and Denholm Energy Services Limited

Benchmark Report

Benchmark International is pleased to announce the acquisition of Carlisle-based AndiDrain by Glasgow-headquartered Denholm Energy.

SEC Expects to Issue Final Clawback Regulations by October ’22

Harvard Corporate Governance

Posted by Mike Kesner and John Ellerman, Pay Governance LLC, on Friday, August 5, 2022 Editor's Note: Mike Kesner and John Ellerman are partners at Pay Governance LLC. This post is based on their Pay Governance memorandum. Related research from the Program on Corporate Governance includes Rationalizing the Dodd-Frank Clawback (discussed on the Forum here ) by Jesse Fried. Introduction and Background. The U.S.

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More Trending

Revisiting Corporate Bylaws for the Universal Proxy Era

Reynolds Holding

On August 31, 2022, the universal proxy rules adopted last year by the Securities and Exchange Commission (SEC) will go into effect.

Celebrity authors and pro golfers provide a test case for the labour market

Financial Times M&A

Biden administration argues even the elite need the protection of antitrust laws

The Importance of Conducting a Business Valuation Prior to Impactful Life Events

Biz Equity

Family-owned companies represent roughly 90% of all U.S business. Life events can impact not only your family, but also your business - and vice versa

Benchmark International Successfully Facilitated the Transaction Between Keyhouse Computing Limited and Dye & Durham Limited

Benchmark Report

Benchmark International is pleased to announce the acquisition of Dublin-based Keyhouse by Toronto-based Dye & Durham, one of the world’s most trusted providers of mission-critical software for legal, financial and business professionals with operations in Canada, Australia, the U.K. and Ireland.

The Expanded Role of the Compensation Committee

Harvard Corporate Governance

Posted by Ani Huang, and Richard Floersch, HR Policy Association, on Wednesday, August 3, 2022 Editor's Note: Ani Huang is President and CEO; and Richard R. Floersch is Senior Strategic Advisor at the HR Policy Association. This post is based on their HR Policy Association memorandum.

Equity 183

What You Need to Know about the IRS Business Valuation Guidelines

Chris Curtain

Certified Business Valuation for IRS Purposes All businesses eventually require a business appraisal to determine their current economic value. Often, such valuations are conducted at the onset of a financing or tax event within the business lifecycle.

How to Move from Local to Global Regulation of Crypto-Assets

Reynolds Holding

On July 7, 2022, the U.S. Department of Treasury (USDT) published a fact-sheet on the regulation of digital assets (a.k.a. crypto-assets) in which it emphasized the need for global cooperation.

Nikola/Romeo Power: auto tech stars forced into distressed consolidation

Financial Times M&A

Electric truckmaker’s deal for battery group is a measured bet on buying and operating a supplier

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Organizational Performance in Business

Rhythm Systems Growth

Organizational performance is an essential aspect of any business. Being a growing business is great for attracting and keeping talented employees. It affects how well companies perform and whether they can compete in their industries.

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How many years to forecast for startup fundraising?

Equidam

TLDR: For startups, 3 years is the most common. 5 years if you are in a later stage (Series B+) or if your business is more predictable, or if your startup potential can only be expressed in a longer time horizon.

Does ESG Negative Screening Work?

Harvard Corporate Governance

Posted by Robert Eccles (Oxford University), Shivaram Rajgopal (Columbia University), and Jing Xie (Hong Kong Polytechnic University), on Monday, August 8, 2022 Editor's Note: Robert Eccles is Visiting Professor of Management Practice at Oxford University Said Business School; Shivaram Rajgopal is Roy Bernard Kester and T.W.

Is Your Business Required to Report Employee Health Coverage?

Machen McChesney

As you’re aware, certain employers are required to report information related to their employees’ health coverage. Does your business have to comply, and if so, what must be done? Business Tax

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How Private Shareholder Engagements on Material ESG Issues Affect Companies

Reynolds Holding

Shareholders have increasingly taken the lead in pushing for corporate sustainability. In 2021, for example, 20 percent of U.S.

ValueAct takes 7% stake in New York Times with call for new approach

Financial Times M&A

Activist investor says news publisher should promote higher-priced bundles to subscribers

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Section 1031 Like-Kind Exchanges Help Defer Capital Gains & Build Wealth

Gross Mendelsohn

The like-kind exchange is one of the most money-savvy ways to defer capital gains taxes while building your long-term wealth. A 1031 exchange, which gets its name from Section 1031 of the Internal Revenue Code, can help you swap one investment property for another and defer capital gains taxes.

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AbbVie's Humira Patent Settlement Not a Violation of Sherman Antitrust Act, Seventh Circuit Affirms

Mogin Rubin M&A

AbbVie Inc., which owns the patent on the global blockbuster drug, Humira, has again defeated a pair of claims by welfare-health plans that the company violated Sections 1 and 2 of the Sherman Antitrust Act. On Aug. 1 the Seventh Circuit U.S.

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Emerging Fraud Risks to Consider: ESG

Harvard Corporate Governance

Posted by Michael Brodsky and Amy Edwards, Deloitte, on Tuesday, August 9, 2022 Editor's Note: Michael Brodsky is Managing Director and Amy Edwards is Audit & Assurance Senior Manager of the Fraud Risk Center, Deloitte & Touche LLP. This post is based on a Deloitte memorandum by Mr. Brodsky, Ms. Edwards, Krista Parsons , Maureen Bujno , and Kimia Clemente.

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Senate Approves Inflation Reduction Act With Changes to Tax Provisions

Machen McChesney

Twelve days after Sens. Joe Manchin (D-WV) and Charles Schumer (D-NY) announced that they had reached agreement on a healthcare, climate, and tax bill, the U.S.

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The Corporation as Trinity

Reynolds Holding

In Adolf Berle’s famous 1954 essay, “Corporate Capitalism and The City of God, ” certain passages that once seemed musty and redolent of a bygone era are now eerily timely.

Musk sells $7bn of Tesla stock ahead of court fight with Twitter

Financial Times M&A

Billionaire seeks to avoid ‘emergency sale’ of shares if social media company forces $44bn deal to close

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How to make ESG real

McKinsey Public & Social Sector Insights

While ESG is likely to evolve both in substance and name in the coming years, its underlying impulse is here to say. Here’s how companies can take a more systematic and rewarding approach to ESG. Insights on Sustainability Strategy Sustainability

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New Lease Standard: Tips for Implementation

Gross Mendelsohn

The new lease standard is finally here and effective for all private companies and nonprofits for years beginning after December 15, 2021. After years of discussion and several delays, it’s important for private companies and nonprofits to start preparing for the new lease standard.

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Sale of Portfolio Company is Subjected to Entire Fairness Review

Harvard Corporate Governance

Posted by Gail Weinstein, Steven J. Steinman, and Brian T. Mangino, Fried, Frank, Harris, Shriver & Jacobson LLP, on Tuesday, August 2, 2022 Editor's Note: Gail Weinstein is Senior Counsel, and Steven J. Steinman and Brian T. Mangino are Partners at Fried, Frank, Harris, Shriver & Jacobson LLP. This post is based on a Fried Frank memorandum by Ms. Weinstein, Mr. Steinman, Mr. Mangino, Matthew V. Soran , Randi Lally , and Mark H.

USPAP Third Exposure Draft

Appraisers Blog

…the Ethics Rule has been expanded with a new highly detailed Nondiscrimination section, which also affects the Competency Rule. Folks, the Appraisal Foundation’s Appraisal Standards Board released the THIRD Exposure Draft to USPAP on July 26, 2022.

How the Balance of Power Is Changing in the Resolution of Corporate Financial Distress

Reynolds Holding

Among those who study corporate financial distress and reorganization, the notion that senior lenders are in control is deeply ingrained. Celebrated papers in the law and corporate finance literatures attribute lender influence during periods of distress to blue-sky contracting practices. [1]

Nigeria’s president drops support for ExxonMobil deal

Financial Times M&A

Sudden reversal comes just three days after president approves sale of the oil company’s Niger Delta business

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The Ultimate Angel Investors Checklist

Startup Valuation Blog

The Ultimate Angel Investors Checklist. An angel investor is an individual who provides financial backing for small startups or entrepreneurs, typically in exchange for ownership equity in the company. Have you wondered What angel investors want from a startup? They will be happy to invest in a company that has 4 characteristics: 1.Return on investment. The first thing angel investors are looking for is a company with a potential of a high rate of return on their initial investment. . .

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Small Business Goals: Long Term Key Employee Retention

BV Specialists

One of the biggest challenges facing small businesses today is the ability to attract and retain key employees over the long term.

The Single-Owner Standard and the Public-Private Choice

Harvard Corporate Governance

Posted by Charles Korsmo (Case Western Reserve University) and Minor Myers (University of Connecticut), on Monday, August 1, 2022 Editor's Note: Charles Korsmo is Professor of Law at Case Western Reserve University School of Law and Minor Myers is Professor of Law at the University of Connecticut School of Law. This post is based on their recent paper , forthcoming in the Journal of Corporation Law, and is part of the Delaware law series ; links to other posts in the series are available here.

How External Confirmations Are Used During an Audit

Machen McChesney

Auditors commonly use confirmations to verify such items as cash, accounts receivable, accounts payable, employee benefit plans, and pending litigation. Under U.S.

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