Wed.Feb 14, 2024

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How Boards Should Be Thinking about the Supreme Court’s SFFA Affirmative Action Decision

Harvard Corporate Governance

Posted by Francesca L. Odell, Jennifer Kennedy Park, and Charity E. Lee, Cleary Gottlieb Steen & Hamilton LLP, on Wednesday, February 14, 2024 Editor's Note: Francesca L. Odell and Jennifer Kennedy Park are Partners, and Charity E. Lee is Counsel at Cleary Gottlieb Steen & Hamilton LLP. This post is based on their Cleary Gottlieb memorandum.

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What technology trends are shaping the mobility sector?

Mckinsey and Company

Technological innovation is transforming every aspect of the mobility sector, and more companies are beginning to investigate disruptive technology. A McKinsey analysis identifies the trends to watch.

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What directors need to know about the 2024 proxy season

Harvard Corporate Governance

Posted by Jamie Smith, EY, on Wednesday, February 14, 2024 Editor's Note: Jamie Smith is EY Americas Center for Board Matters Investor Outreach and Corporate Governance Director. This post is based on an EY memorandum by Ms. Smith and Kris Pederson. In brief Investors want companies to prioritize talent strategy and climate-related business transformation to build resilience in a dynamic business environment.

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Comment on AMCs Violating TILA and C&R Fee Clauses by Frustrated Appraiser

Appraisers Blog

In reply to Seneca. No. That comment is completely false. If things are working as they should, there is no need for AMC’s at all. Cop out. No lender is required to use an AMC. They can handle this from within.

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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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Proxy Voting Guidelines 2024

Harvard Corporate Governance

Posted by Mark Lundvall and Ryan O’Toole, Fidelity Investments, on Wednesday, February 14, 2024 Editor's Note: Mark Lundvall is Head of Investment Proxy Research, and Ryan O’Toole is Director of Corporate Governance at Fidelity Investments. This post is based on their Fidelity memorandum. I. Introduction These guidelines are intended to help Fidelity’s customers and the companies in which Fidelity invests understand how Fidelity votes proxies to further the values that have sustained Fidelity fo

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Comment on AMCs Violating TILA and C&R Fee Clauses by Dave

Appraisers Blog

Oh please – stop pretending that fee offers are half or less than in ’21 and ’22 – not someone else’s fault you were too stupid to bank it so you could ride out the half fee offers. As Nancy said, just say “NO” – not going to happen – the lambs are returning to their keepers!

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Brussels open to telecoms mergers to support investment

Financial Times M&A

European Commission says industry fragmentation could prevent operators reaching ‘scale needed to invest in the networks of the future’

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Texas Ruling Clarifies That Bankruptcy Shields LLC Rights

Law 360 M&A

A Texas bankruptcy court’s recent ruling in In re: Envision makes it clear that the Bankruptcy Code preempts a section of Delaware state law that terminates a member’s interest in an LLC upon a bankruptcy filing, clarifying conflicting case law, say Larry Halperin and Joon Hong at Chapman and Cutler.

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Comment on AMCs Violating TILA and C&R Fee Clauses by Honest Appraiser

Appraisers Blog

In reply to Frustrated Appraiser. Problem is “where” it is disclosed… it is never in the same place so there is zero chance of tracking or it even being noticed. I ask we are required to include an invoice as page 1 of every AMC report. Truth in Lending??

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Coaching High School Wrestling Makes Me A Better Lawyer

Law 360 M&A

Coaching my son’s high school wrestling team has been great fun, but it’s also demonstrated how a legal career can benefit from certain experiences, such as embracing the unknown, studying the rules and engaging with new people, says Richard Davis at Maynard Nexsen.

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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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Comment on AMCs Violating TILA and C&R Fee Clauses by Frustrated Appraiser

Appraisers Blog

In reply to Russell. No one can keep the appraiser from disclosing their fee in the appraisal. Some states actually require it be disclosed Knowledge is power.

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Musk To Face Severance Fight In Del. Court After Stay Lifted

Law 360 M&A

A proposed class action claiming workers didn't receive their severance or were fired after Elon Musk acquired Twitter is back on track after a Delaware federal judge lifted a temporary stay Wednesday.

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Start-ups worry over EU’s Big Tech crackdown

Financial Times M&A

Some entrepreneurs believe there will now be less deal activity, reducing exit routes from their business

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Matching Financial Strategies to Business Acquisition Goals

Sun Acquisitions

In the ever-evolving landscape of business acquisitions, success is not solely determined by finding the right target company or striking a favorable deal. It also hinges on selecting the most appropriate financial strategy that aligns with your acquisition goals. This article explores the significance of matching financial plans to business acquisition goals and how this synergy can lead to prosperous outcomes.

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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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Building a resilient tomorrow: Concrete actions for global leaders

Mckinsey and Company

Leaders need to move toward putting resilience into action.

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Telefonica Gets Win In $570M Busted Deal Dispute

Law 360 M&A

A New York state judge has said Spanish telecommunications company Telefonica SA is entitled to compensatory damages in a suit it launched against Millicom International Cellular SA over claims the mobile provider reneged on a $570 million deal to buy Telefonica's Costa Rican subsidiary.

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Gift Card Liability When Valuing a Business

GCF Value

Recently, a lender (who now has become a client) came to us looking for a second opinion on a valuation of a Massage Envy Franchise. Their appraiser came back with a negative value conclusion which centered around deferred gift card liabilities transferring with the sale. We took a step-by-step review of the business and how these liabilities are treated when determining the value of the franchise.

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Campbell Soup Says It Gave FTC Info For $2.7B Sauce Deal

Law 360 M&A

Campbell Soup Co. has given the Federal Trade Commission all the information the agency has asked for concerning its planned acquisition of Sovos Brands, the owner of the popular sauce brand Rao, before the agency decides whether to give the $2.7 billion union its blessing.

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Mercer’s Musings #2: Using Restricted Stock Studies to Support Marketability Discounts

Chris Mercer

Mercer’s Musings #1 addressed the topic of compliance with USPAP and the Internal Revenue Service. This second musing addresses the use of restricted stock studies to support marketability discounts in gift and estate tax appraisals prepared for the Internal Revenue Service (or for anyone, for that matter). This musing is addressed to all appraisers, regardless of which valuation credential(s) they hold.

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Adagio Medical Goes Public In $128M SPAC Merger

Law 360 M&A

Adagio Medical, a catheter ablation tech maker, and Arya Sciences, a special purpose acquisition company, said on Wednesday that they would merge, taking the combined company public at a $128 million value, guided by respective legal adviser Reed Smith and Kirkland.

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What is Included in the Sale of a Business?

Hallmark Brokers

Buying and selling are two of the most common terms in business. If you’re buying or selling a business, you might be curious as to what some of the items are during this transfer period of ownership. These are the items we’ll be covering today to help you obtain a better understanding. Vehicles, Furniture, and. Read more The post What is Included in the Sale of a Business?

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Del. Justices Mull Reviving $500M Maxim Merger Suit

Law 360 M&A

Former shareholders of circuit maker Maxim Integrated Products Inc. told Delaware's top court Wednesday the investors weren't fully informed when they approved a $21 billion merger with Analog Devices Inc. that also cut off a $500 million, four-quarter string of dividends.

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Building Blocks of Success: Martin Marietta Materials Beats On Earnings, Eyes Recovery Despite Housing Wobble

Benzinga

Martin Marietta Materials Inc (NYSE: MLM ) shares are trading higher after it reported fourth-quarter FY23 results. Revenue grew 8.9% Y/Y to $1.608 billion, missing the consensus of $1.632 billion. EPS from continuing operations was $4.63, compared to $3.01 a year ago, beating the consensus of $3.99. Gross profit was $483.5 million (+36.5% Y/Y), and the margin expanded to 30.1% from 24.0% a year ago.

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Biotech Nabs $200M Via Private Placement, Starts CEO Search

Law 360 M&A

Public gene therapy company enGene Holdings Inc. announced Wednesday that it will sell 20 million of its common shares, raising an anticipated private placement of around $200 million, to fund the development of its lead compound EG-70.

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Bullish Q4 Earnings, Modest Guidance: Can Building Materials Supplier Owens Corning Find the Right Roof?

Benzinga

Owens Corning Inc (NYSE: OC ) reported a fourth-quarter FY23 net sales growth of 1% Y/Y to $2.30 billion, beating the consensus of $2.25 billion. Sales by segments : Composites $514 million (-13% Y/Y), Insulation $931 million (-3% Y/Y), and Roofing $928 million (+16% Y/Y). Adjusted EPS was $3.21, up from $2.49 a year ago, above the consensus of $2.86.

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Owner Forms Holding Co. For NBA's Suns, WNBA's Mercury

Law 360 M&A

Phoenix Suns owner Mat Ishbia on Wednesday announced the formation of a new holding company that will own the NBA's Suns, the WNBA's Mercury, the operating rights to their arena and a new G League affiliate that the Suns recently bought.

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“Yes” People Will Kill Your Business

Rhythm Systems

When we overeat from the buffet of opportunities, we experience indigestion. The only way to avoid this is to learn how to say “no” to the wrong projects. These may be good ideas, but they are not the most important for the company at this moment, so they end up slowing you down.

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KKR Buys Stake In Health Tech Biz Cotiviti At $10.5B Valuation

Law 360 M&A

Private equity firm KKR & Co. Inc. has agreed to acquire a stake in healthcare analytics company Cotiviti from Veritas Capital, Cotiviti announced Wednesday, in a deal valuing the target at about $10.5 billion.

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Blüm Holdings Announces Highlights of Proposed Acquisition, Unveils New Brand: Turkey Bag Heroes

Benzinga

SANTA ANA, Calif., Feb. 14, 2024 (GLOBE NEWSWIRE) -- Blum Holdings, Inc. (OTCQB: BLMH ) (the "Company," "Blüm Holdings," "we" or "us"), is pleased to share certain highlights of recently announced proposed acquisition and rollup transaction of three Sacramento retail dispensaries (the "Proposed Acquisition"). Additionally, the Company is excited to introduce a new brand, Turkey Bag Heroes, as part of the strategic rollup efforts in the retail market.

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North Face, Vans Owner VF Makes Deal With Engaged Capital

Law 360 M&A

Activist investor Engaged Capital got its wish for two new board members at apparel company VF Corp. after striking a deal with the company to add Caroline Brown, as well as another director in the near future with guidance from the firm.

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Walmart Eyes Vizio Acquisition to Supercharge Its Smart TV and Advertising Game

Benzinga

Walmart Inc (NYSE: WMT ) is venturing into the smart TV market by negotiating the purchase of Vizio Holding Corp (NYSE: VZIO ), a leading television manufacturer , for over $2 billion. This acquisition would significantly expand Walmart’s advertising capabilities, enabling the retail giant to sell more ads and promote products more effectively.

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Belgian Law Firm Guides Shipowner In €2B Bid For Rival

Law 360 M&A

Belgian shipping group Compagnie Maritime Belge NV said Wednesday it has launched a bid to buy all the shares in rival Euronav NV that it does not already own for €2 billion ($2.2 billion) to expand its presence in Europe.

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Calculating An Individual’s Lost Earnings And Benefits

Gross Mendelsohn

Economic damages claimed by individuals in cases arising from personal injury, wrongful death, wrongful employment termination and employment discrimination typically include lost earnings and fringe benefits. Attorneys frequently retain CPAs as expert witnesses to determine the amount of those economic damages and to provide expert witness testimony.

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Reviewing a Purchase Price Allocation (PPA) Report

Peak Business Valuation

If you are preparing to acquire a business, consider obtaining a purchase price allocation (PPA) valuation. Purchase price allocation involves valuing each asset and liability of a target business. This helps buyers understand the true value of a target business. For example, a business worth $5 million may have $1 million in real estate, $1 million in equipment, and $3 million in customer relationships and goodwill (1 + 1 + 3 = 5).