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The Quality of Earnings Information in Dual-Class Firms

Harvard Corporate Governance

When Google went public with a dual-class capital structure in which shares owned by the founders confer greater voting rights than shares issued to public investors, its cofounders, Larry Page and Sergey Brin, sent shareholders a letter promising to provide them with high-quality information about the company.

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How to Avoid Chapter 22 in Restructuring Work for Energy Companies

Value Scope

It came out of Chapter 11 in 2017 with nearly $3 billion in new debt. The cash flows we isolate are tested for their ability to support debt, the new capital structure of the restructured firm. Note that Ultra Petroleum is listed. We wonder what natural gas price assumptions were used at that time when the plan was approved.

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CFO Corner With Thryv Holdings’ Paul Rouse

Global Finance

This involved restructuring the former company, setting up the right platform, and securing the proper capital structure. Thryv was formed in a 2017 merger between Dex Media, a Yellow Pages publisher that restructured its debt in 2016, and YP Holdings, another Yellow Pages publisher. That was really challenging.

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Impact of Non-GAAP Earnings and Adjustments on Incentive Plan Payouts

Harvard Corporate Governance

In our experience, common financial adjustments that may be used by companies to determine incentive plan payouts include the following: ✓ Restructuring charges, including severance ✓ Impact of acquisitions and divestitures ✓ Legal settlements and related legal fees ✓ Gains / losses related to asset sales ✓ Product liability / warranty charges ✓ Acquisition (..)

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Del. Supreme Ct. Arguments Go Over Operative Reality, Expert Credibility, and Standard of Review

Appraisal Rights

For example, in 2017 case SWS , changes to SWS’s capital structure as the result of cancelling debt in exchange for equity were part of the “operative reality” because the exercise of the warrants and debt cancellation was a known element of value as of the Merger Date and was not conditioned or contingent on the merger.

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New Pubcos Should Consider Defensive Health in Light of ISS/GL Recommendations

Cooley M&A

So far in the 2017 proxy season, ISS is almost universally recommending against all director elections at companies with a supermajority vote requirement to amend the company’s bylaws or charter, a classified board structure or a multi-class capital structure. in 2015 to 7.2%

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Leveraged Buyouts

Andrew Stolz

In the peak of the real estate bubble in 2017, Blackstone Group decided to buy Hilton for US$26 bn in a LBO transaction. Capital Structure of an LBO. There are many successful and unsuccessful LBO stories. Hilton Hotels case is believed to be one of the best LBO transactions of all time. It was the worst timing. References.