Mon.Feb 05, 2024

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Exxon proxy suit highlights divide between ESG investing and activism

Harvard Corporate Governance

Posted by Amy D. Roy and Robert A. Skinner, Ropes & Gray LLP, on Monday, February 5, 2024 Editor's Note: Amy D. Roy and Robert A. Skinner are Partners at the Ropes & Gray securities litigation group in Boston. This post is based on their Ropes & Gray memorandum. Related research from the Program on Corporate Governance includes The Illusory Promise of Stakeholder Governance (discussed on the Forum here ) by Lucian A.

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Beyond the hype: New opportunities for gen AI in energy and materials

Mckinsey and Company

Generative AI can create additional value from other forms of AI and analytics—and the energy and materials sector is uniquely well-positioned to benefit from these advancements.

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Caremark Claim Based on Business Risks Dismissed

Harvard Corporate Governance

Posted by Richard Horvath, Stephen Leitzell, and Taylor Jaszewski, Dechert LLP, on Monday, February 5, 2024 Editor's Note: Richard Horvath and Stephen Leitzell are Partners, and Taylor Jaszewski is an Associate at Dechert LLP. This post is based on a Dechert memorandum by Mr. Horvath, Mr. Leitzell, Mr. Jaszewski, and Christopher Merken ; and is part of the Delaware law series ; links to other posts in the series are available here.

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If you are the Gardener of Governance, take out the weeds….

Norman Marks

A few years ago, my friend Dr. Rainer Lenz started talking about the internal auditor as the “gardener of governance”. In an article in EDPACS, Rainer explained (with my emphasis): Governance has been central to what internal auditing has been aspiring to do for a long time.

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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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Why did shareholder liability disappear?

Harvard Corporate Governance

Posted by John D. Turner, Queen's University Belfast, on Monday, February 5, 2024 Editor's Note: John D. Turner is Professor of Finance and Financial History at Queen’s University Belfast and a Director of the Centre for Economics, Policy and History. This post is based on a recent paper forthcoming in the Journal of Financial Economics by David Bogle , Christopher Coyle , Gareth Campbell , and Professor Turner.

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Yandex Reaches $5 Billion Deal to Exit Russia

NYT M&A

Yandex, often called “Russia’s Google,” said it reached a deal to sell off its assets in the market where it made its fortune, after the war in Ukraine upended its operations.

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

Appraisers Blog

10 years ago we tried to get our state board to require that ALL AMC orders were required to be delivered with the Appraiser Invoice as page 1 of the report. We tried… The lack of disclosure that AMC’s even exist in the transaction to the consumer should be enough for a Class Action.

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Digital commerce: A growth opportunity for Greece

Mckinsey and Company

Digitizing Greece’s retail and hospitality sectors could help drive macroeconomic growth by expanding digital commerce and the overall digital economy.

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Comment on Class Valuation Requests for Proposals by Todd Redington

Appraisers Blog

In reply to Spencer Paul. Baggins & SP, Have you seen the DOL/DOC release today regarding HB1110 ???? [link] FAQs 4&5 are the relevant ones and contrary to what you might think, I am more than a little surprised by them.

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New Grant Program for Maryland Manufacturers Now Open for Applications

Gross Mendelsohn

Applications are now open for Maryland manufacturers to apply for the Commercial, Industrial & Agricultural Fiscal Year 2024 Grant Program. This program supports businesses that make certain energy efficiency improvements in manufacturing facilities. In this short video, we explain the grant, who qualifies and the application process.

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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 How Many Fees Are Needed for One Appraisal Order? by Older and maybe Wiser

Appraisers Blog

This article is BS. Another fee to charge the appraiser? Like others wrote, it stated out just fine. Then it became a sales pitch for yet ANOTHER PLATFORM. Two things stand out that REALLY made me mad. 1). It states several times NO COST TO THE LENDER. I’m an appraiser… not a lender… smh. Another cost to the appraiser? Of course! 2).

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Private equity buys majority stake in US accounting firm Baker Tilly

Financial Times M&A

Hellman & Friedman-led deal is largest in a sector reconsidering its partnership model

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Comment on How Many Fees Are Needed for One Appraisal Order? by Kimberly DeFilippis

Appraisers Blog

The article starts off by empathizing with appraisers over how they are being driven out of a cherished profession by greedy AMCs and lenders, and finishes brilliantly with the author stating they have started a company with a “NEW” platform for lenders to use and justifying their wide experience by having been the owner of an AMC. What kind of b t is this?

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Catching Up With Delaware's Chancery Court

Law 360 M&A

Last week, Delaware's chancellor gave us 55 billion reasons to keep an eye on the First State in a case involving Tesla CEO Elon Musk's pay package, while the court of equity also took on cryptocurrency, artificial intelligence, space flight and country music.

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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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Comment on How Many Fees Are Needed for One Appraisal Order? by Bill Johnson

Appraisers Blog

Its my understanding that this company charges a flat $99 fee for full appraisals and a flat fee of $50 for 2nd inspections (1004D’s). Historically, lenders don’t breakdown nor do they care about how the appraisal money gets split (one line item), meaning its my opinion that the appraisal fee to the appraiser will be reduced by $99 and or $50.

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Alloy Manufacturer Haynes Gets Hitched: Scores 9% Premium In $970M Takeover Deal

Benzinga

Haynes International Inc (NASDAQ: HAYN ) penned a deal to be acquired by North American Stainless, a wholly owned subsidiary of Acerinox SA (OTC: ACRXF ), for an enterprise value of about $970 million. The all-cash transaction price represents a multiple of 12.3x fiscal 2023 EBITDA. As per the terms, North American Stainless will acquire all Haynes’ outstanding shares for $61.00 per share in cash, reflecting a premium.

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Comment on How Many Fees Are Needed for One Appraisal Order? by Cam R

Appraisers Blog

So a “new” Mercury or Appraisalport? No thanks. I’m starting a revolutionary company that will impact the entire appraisal profession. We’ll be completely different than what you’ve ever seen before. The industry is just so backwards. It’s called “Company to Manage Appraisals,” or CMA for short.

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North American Stainless Buys Haynes International For $970M

Benzinga

North American Stainless agreed to buy Haynes International (NASDAQ: HAYN ), a manufacturer and marketer of high-performance alloys, in an all-cash deal valued at about $970 million. The purchase price represents a 12.3x fiscal 2023 EBITDA multiple. North American Stainless will acquire all of Haynes’ outstanding shares for $61.00 per share in cash, reflecting a 22% premium to Haynes’ six-month volume-weighted average share price.

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Comment on How Many Fees Are Needed for One Appraisal Order? by Superior Appraiser

Appraisers Blog

In reply to Retired Appraiser. Thank God I made my millions and invested well. Sucker pay today for appraisal work from AMC’s. Think outside the box. Divorces are up and valuations are needed. Just saying.

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Why Everbridge Stock Is Moving Higher Monday

Benzinga

Everbridge Inc (NASDAQ: EVBG ) shares are trading higher Monday after the company entered into a definitive agreement to be acquired by Thoma Bravo. What Happened: Critical event management company Everbridge is set to be acquired by software investment firm Thoma Bravo in an all-cash transaction valuing Everbridge at approximately $1.5 billion. Everbridge shareholders will receive $28.60 per share in cash.

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Comment on How Many Fees Are Needed for One Appraisal Order? by Baggins

Appraisers Blog

AMCs are profiting from high fees charged to borrowers, plus, they add extra technology fees. How many fees for one appraisal order?

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Renault's Shares Shoot Up On Merger Rumor But Stellantis Pops The Bubble: 'There Are No Plans'

Benzinga

In a recent statement, Stellantis (NYSE: STLA ) Chairman John Elkann dismissed rumors of a potential merger with French automaker Renault (OTC: RNSDF ). What Happened : Elkann, on Monday, refuted the ongoing speculation about a merger between Stellantis and Renault, reported Reuters. “There are no plans being studied regarding mergers of Stellantis with other manufacturers,” Elkann said in a statement,” Elkann said, adding that the focus is on executing its long-term business p

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Comment on How Many Fees Are Needed for One Appraisal Order? by Kimberly DeFilippis

Appraisers Blog

In reply to Dave Cedar. Thank you for replying David. So, is the appraiser fee C&R (the same as the VA’s fee)? Is that what you’re saying? Lender’s do not care one whip about the fees charged to the borrower. Nor does the Appraisal Foundation or CFPB. And no portal charges? No membership fees? Is your company a 501c3 not-for-profit?

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Valutico Unveils Exciting Rebranding: A New Chapter of Innovation and Growth

Valutico

Exciting news! Valutico has officially revealed its refreshed identity, inviting you to explore the revamped website and stay tuned to its social media for a new range of valuation resources. The sleek new blue theme enhances usability, marking a significant step towards modernizing the platform. Stay tuned for more details on this exciting and useful transformation in the upcoming weeks.

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Comment on How Many Fees Are Needed for One Appraisal Order? by Dave Cedar

Appraisers Blog

In reply to Kimberly DeFilippis. Kimberly, I appreciate you reading the article that was posted on my behalf. But you are wrong when you say that this is a promotion and sales piece of information. Because I will tell you that the appraisers fee is protected for his/her acceptable amount in his/her geographical market sector. The total fee that an AMC charges vs a significantly lower fee that we charge (but keeping the appraisers fee intact) is the benefit which is to the borrower.

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Polish auditor claims oil group sold assets for less than they were worth

Financial Times M&A

Report says Orlen engaged in cut-price disposals to complete merger with rival

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Comment on How Many Fees Are Needed for One Appraisal Order? by Spencer Paul

Appraisers Blog

In reply to Kimberly DeFilippis. Just another middleman with another junk fee. Go source is another company saying they have access to all these lenders and AMC. They are just trying to take more of our fees. They offer nothing in return.

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Novo Holdings agrees to buy Catalent in $16.5bn deal

Financial Times M&A

Buyer is the controlling shareholder in Wegovy maker Novo Nordisk

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Comment on How Many Fees Are Needed for One Appraisal Order? by bob jones

Appraisers Blog

All of these AMC’s, now PAM (Paid appraisal management?), have sold the lender’s a bill of goods that was never mandatory, and is still not mandatory. They think they are following an edict set by FNMA or some other higher power. I want the entire fee that is collected by the lender for the “APPRAISAL” – hence the APPRAISER.

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Sony Gets No Relief From Emergency Arbitrator In Nixed Deal

Law 360 M&A

The Singapore International Arbitration Center has denied Sony's bid for emergency relief to prevent Zee Entertainment Enterprises Ltd. from initiating legal action to contest a decision by the Japanese company's Indian unit to terminate their $10 billion merger, Zee said.

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Comment on How Many Fees Are Needed for One Appraisal Order? by Russell

Appraisers Blog

I like it in the old days. I charged my fee and collected my fee at the door. It should be that way today. Why are they collecting our fee? When they started this crap it unnecessarily changed my cash flow. Plus, I did not have to be concerned if I was going to be burned by an AMC. The AMCs or whomever get their fees upfront. Why can’t we? When I work direct with a lender I get my fee upfront and not when they close.

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Ex-Goldman Banker Settles SEC's Civil Insider Trading Suit

Law 360 M&A

The U.S. Securities and Exchange Commission has reached a settlement resolving its civil claims against a former Goldman Sachs banker convicted of insider trading, according to a motion for consent judgment filed in New York federal court Monday.

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Comment on How Many Fees Are Needed for One Appraisal Order? by Dave Cedar

Appraisers Blog

In reply to Lamarr Banks. Hi Lamarr, and thank you for reading the article about PAM. I would enjoy having the opportunity to speak with you. You can e-mail me and let me your know your availability or call us. I can cover all your questions and concerns. Thank-you, Dave Cedar dcedar@pamvalue.

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SoftwareOne Investors Want Board Gone After Buyout Refusal

Law 360 M&A

A shareholder group that owns 29% of software and cloud solutions provider SoftwareOne has demanded an extraordinary general assembly to call for the wholesale removal of the company's board after it rejected a multibillion-dollar bid from Bain Capital.

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