Wed.Dec 13, 2023

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Delaware Law Requires Directors to Manage the Corporation for the Benefit of its Stockholders and the Absurdity of Denying It

Harvard Corporate Governance

Posted by Robert T. Miller (University of Iowa), on Wednesday, December 13, 2023 Editor's Note: Robert T. Miller is the F. Arnold Daum Chair in Corporate Finance and Law and the Associate Dean for Faculty Development at the University of Iowa College of Law. This post is based on his 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.

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Starting your board journey: Six steps to guide director hopefuls

Mckinsey and Company

Serving on a corporate board can open new career vistas while rounding out your skills and experience. But how do you join one? Here are six steps to becoming a board member.

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2023 Equity Proposal Trends in the U.S. and Canada

Harvard Corporate Governance

Posted by Maria Vu, Lisa-Marie O’Malley, Brandon Pak, Glass, Lewis & Co., on Wednesday, December 13, 2023 Editor's Note: Maria Vu is Senior Director of Executive Compensation Research, Lisa-Marie O’Malley is Lead Analyst, and Brandon Pak is Research Analyst at Glass, Lewis & Co. This post is based on a Glass Lewis article by Ms. Vu, Ms. O’Malley, Mr.

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2023: The year in images

Mckinsey and Company

Discover how our authors’ words inspired our designers’ most creative choices, offering a hopeful view of a future fueled by sustainable, inclusive growth.

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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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4 Things to Ask When Preparing Your IT for a Divestiture

M&A Leadership Council

Success Depends on Planning and Coordination Across the Enterprise By Lori DeVincent, CMAS, M&A Leadership Council Alumna and Director of Information Technology at ResCap Liquidating Trust Many times the decision to divest a business entity is made in a board room, kept quiet or shared with a limited audience until the close of the deal. Of course, there are many good reasons to limit those in the know.

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2023: The year in innovation

Mckinsey and Company

Explore some of our most visually engaging, “only McKinsey” insights of 2023—brought to life with innovative, interactive forms of storytelling.

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2023: The year in charts

Mckinsey and Company

View some of our favorite data visualizations from the year to see how data helps translate complex information into compelling stories.

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Form I-9 Basics

Machen McChesney

Form I-9 has been modernized, allowing E-Verify employers to remotely examine I-9 documents. All U.S. employers must complete Form I-9 for everyone hired — citizens and noncitizens alike.

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Nordic champions: The value creation formula at the cusp of a new era

Mckinsey and Company

Nordic companies can tap into their understated strengths to spur growth in an increasingly uncertain world.

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Society Pass Inc. (Nasdaq: SOPA)/Thoughtful Media Group Inc (TMG): Greenridge Global Initiates Equity Research Coverage on TMG; TMG To Capture Significant Advertising Market Share In Southeast Asia

Benzinga

NEW YORK, Dec. 13, 2023 (GLOBE NEWSWIRE) -- Society Pass Inc. (NASDAQ: SOPA ) (" SoPa " or the " Company "), Southeast Asia's (SEA) next generation, data-driven, loyalty, fintech and e-commerce ecosystem, and Thoughtful Media Group Inc (" Thoughtful Media Group " or " TMG "), a Thailand-based social commerce-focused, premium digital advertising network of the SoPa ecosystem, announces that Greenridge Global LLC (" Greenridge ") has initiated equity research coverage on TMG.

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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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How programmatic M&A fosters long-term resilience

Mckinsey and Company

Executing regular small deals is not only the most effective M&A strategy but makes companies more resilient. Here is how programmatic acquirers beat the market.

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First Impressions Matter: Preparing for the Initial Meeting with Potential Buyers

Benchmark Report

Getting ready to meet potential buyers can be a daunting task. Your deal team typically won't join the initial meeting as the purpose is for you and the buyer to understand each other's businesses and explore potential fits, and it’s normally better that valuation discussions are held separately. Here are some important considerations for that initial meeting.

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What is the C-suite?

Mckinsey and Company

The C-suite is the group of executives responsible for running an organization.

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Neurosurgery Focused Integra LifeSciences Bolsters Its ENT Portfolio With $275M Acquisition Deal

Benzinga

Integra LifeSciences Holdings Corporation (NASDAQ: IART ) agreed to acquire Acclarent Inc. from Ethicon Inc , a Johnson & Johnson (NYSE: JNJ ) MedTech company, for $275 million in cash, and an additional $5 million upon the achievement of certain regulatory milestones. Acclarent offers medical devices for ENT procedures. The acquisition will become part of Integra's Codman Specialty Surgical (CSS) division.

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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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Rising rates rock private equity’s billion-dollar bets on music

Financial Times M&A

Wall Street firms that had been vying to snap up song rights have slowed their buying considerably

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How AI enables sustainability teams to scale with limited resources

Avanade

Miranda Hill discusses guiding principles on how to make AI systems more sustainable to accelerate ESG goals and provide scale to organizations with limited resources.

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Paul Weiss, Linklaters Guide Carrier On $775M Fridge Biz Sale

Law 360 M&A

Carrier Global Corp., advised by Paul Weiss and Linklaters, agreed on Wednesday to sell its commercial refrigeration business to longtime joint venture partner Haier Group for an enterprise value of $775 million.

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Why U.S. Steel Shares Are Rising Today

Benzinga

United States Steel Corporation (NYSE: X ) shares are trading higher after the company reportedly received multiple bids in excess of $40 a share. The board of U.S. Steel is convening on Wednesday, according to a news report by CNBC, citing certain sources. While the sale process is nearing its end, this does not guarantee. Full story available on Benzinga.

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How Clients May Use AI To Monitor Attorneys

Law 360 M&A

Artificial intelligence tools will increasingly enable clients to monitor and evaluate their counsel’s activities, so attorneys must clearly define the terms of engagement and likewise take advantage of the efficiencies offered by AI, says Ronald Levine at Herrick Feinstein.

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Financials Company Orrstown Finl Servs Announces Merger With Codorus Valley Bancorp

Benzinga

Orrstown Finl Servs (NASDAQ: ORRF ) has announced a merger with Codorus Valley Bancorp (NASDAQ: CVLY ) that is expected to be completed in Q3 of 2024. Under the terms of the agreement, Orrstown Finl Servs has agreed to give Codorus Valley Bancorp $207.00 million in stock in exchange for CVLY stock. About The Companies Involved Orrstown Financial Services Inc is a holding company engaged in commercial banking and trust business, this involves accepting demand, time and savings deposits, and grant

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Ex-ArentFox Schiff Entertainment Lawyer Jumps To Manatt

Law 360 M&A

Manatt Phelps & Phillips LLP has bulked up its offerings in the entertainment, media and emerging technologies spaces by hiring William D'Angelo III, who comes from a partner role with ArentFox Schiff LLP and brings a lengthy track record of guiding companies in such industries through a variety of deals and transactions.

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REAG is the Title Partner of EPI’s 2024 Exit Planning Institute Summit

Scott Mashuda

Cleveland, Ohio – REAG is proud to be the Title Partner of the 2024 Exit Planning Summit in Marco Island, Florida. From April 28 to 30, in partnership with Exit Planning Institute , REAG returns as Title Partner, championing the premier gathering that not only forges meaningful connections but also drives the strategic relationships essential for unlocking unmatched value in the industry.

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EU OKs $22B Bioscience Cos. Merger After Remedies

Law 360 M&A

Europe's competition regulator cleared the approximately $22 billion combination of Danish biosciences companies Novozymes A/S and Chr. Hansen Holding A/S, guided by five law firms, after agreeing to divest a slice of the business.

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BizEquity’s Chief Valuation Officer, Scott Gabehart, on the Cannon Curve Podcast

Biz Equity

Scott Gabehart, Chief Valuation Officer at BizEquity, recently joined the Cannon Curve Podcast to break down the ways advisors can help guide business owner clients into their financial future. A summary of the discussion is included below.

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Publishing Giant Inks Deal To Offer News In ChatGPT

Law 360 M&A

Publishing giant Axel Springer on Wednesday said it has partnered with ChatGPT developer OpenAI in a landmark deal that will see the chatbot's users receive summaries of stories from its titles such as Politico and Business Insider.

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Revived Talks On UK Boots Separation: Walgreens Reportedly Mulls Exit Strategy Amidst IPO Consideration

Benzinga

Walgreens Boots Alliance Inc (NASDAQ: WBA ) is reportedly reconsidering plans to part ways with its U.K. drugstore chain, Boots , as discussions around a potential sale or separation resurface, which was previously scrapped approximately 18 months ago. Walgreens is contemplating strategies to disentangle itself from Boots, with a potential valuation estimated at £7 billion for the chain.

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UK Takeover Code Changes: Key Points For Bidders, Targets

Law 360 M&A

Newly effective amendments to Rule 21 of the U.K. Takeover Code, which remove legal and administrative constraints on a target operating its business in the ordinary way during an offer, will add clarity for targets and bidders, and are likely to be welcomed by both, say lawyers at Davis Polk.

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Defense Contractor L3Harris Shifts Strategy: Halts M&A To Strengthen Balance Sheet And Boost Shareholder Returns

Benzinga

L3Harris Technologies Inc (NYSE: LHX ) said it plans to discontinue its merger and acquisition (M&A) program for the foreseeable future. The company attributed the move to strengthen its balance sheet and return all excess capital to shareholders. L3Harris sees revenue of $23 billion through 2026, with 16% segment operating margins. Full story available on Benzinga.

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Sidley Hired For HeadFirst's £483M Bid For Recruiter Impellam

Law 360 M&A

Human resources technology specialist HeadFirst said Wednesday that it plans to buy sciences sector recruiter Impellam in a deal valued at £483.2 million ($605 million) that will create a larger European group.

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Freight Operator XPO Wins Bankruptcy Court Approval To Acquire 28 Yellow Service Centers

Benzinga

Freight transportation company XPO Inc (NYSE: XPO ) said the U.S. Bankruptcy Court for the District of Delaware has approved the company's offer to acquire 28 service center locations previously operated by Yellow Corporation. XPO will acquire 26 service centers and assume existing leases for the other two locations. The transaction is expected to close by the end of.

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Del. Chancery Says Duty of Disclosure Extends to Stockholders from Whom Consent Isn’t Sought

John Jenkins

Earlier this year, Meredith blogged about the Delaware Chancery Court’s decision in New Enterprise Associates 14, L.P. v. Rich, (Del. Ch.; 5/23). That blog dealt with the portion of Vice Chancellor Laster’s opinion that focused on the enforceability of a stockholder’s covenant not to sue.

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Verdict: Epic Games Proved Google Unlawfully Maintained Monopoly Over Android App Sales and Payments

Mogin Rubin M&A

Jonathan Rubin of MoginRubin LLP comments jury verdict in Epic Games vs. Google Play Store antitrust cases.

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Davis Polk Discusses Special FDIC Assessment to Recover SVB and Signature Bank Losses

Reynolds Holding

The FDIC’s final special assessment is largely unchanged from the proposed rule: The assessment base is equal to the amount of an insured depository institution’s (IDI) uninsured deposits, as reported for the quarter ended December 31, 2022, minus up to $5 billion of uninsured deposits at the IDI (or, if a banking organization has more than one IDI, at the banking organization in the aggregate); and The special assessment will be collected over eight quarterly assessment periods.

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Certara Acquires Applied BioMath Expanding Its Biosimulation Portfolio to Industrialize New Capabilities for Optimal Dosing for Novel Therapies

Benzinga

PRINCETON, N.J., Dec. 13, 2023 (GLOBE NEWSWIRE) -- Certara, Inc. (NASDAQ: CERT ) today announced it has acquired Applied BioMath, an industry-leader in providing model-informed drug discovery and development support to help accelerate and de-risk therapeutic research and development (R&D). Together, Certara and Applied BioMath are the life sciences industry's largest team of experts in quantitative systems pharmacology (QSP), a method of biosimulation used across the development lifecyc

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