Wed.Oct 02, 2024

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2024 Director Compensation Report

Harvard Corporate Governance

Posted by Tahmid Ali, FW Cook, on Wednesday, October 2, 2024 Editor's Note: Tahmid Ali is a Consultant at FW Cook. This post is based on a FW Cook memorandum by Mr. Ali, Matt Lum , and Zachary Clarke. EXECUTIVE SUMMARY FW Cook’s 2024 Director Compensation Report studies non-employee director compensation at 300 companies of various sizes and industries to analyze market practices in pay levels and program structure.

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A net-zero reality check

Mckinsey and Company

Optimists, pessimists—who’s right? New research breaks down the physical realities slowing our progress toward net zero: what’s simpler, what’s tough, and what’s vital to transforming our energy system successfully.

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Is There a Business Case for Racial Diversity on Corporate Boards?

Harvard Corporate Governance

Posted by Attila Balogh (University of Melbourne) and Scott E. Yonker (Cornell University), on Wednesday, October 2, 2024 Editor's Note: Attila Balogh is an Assistant Professor of Finance at the University of Melbourne and Scott E. Yonker is a Professor of Finance at the Cornell University SC Johnson College of Business. This post is based on their recent paper.

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America’s small businesses: Time to think big

Mckinsey and Company

US micro-, small- and medium-size enterprises, like their global counterparts, struggle with productivity. But a win–win economic fabric connecting all businesses can maximize their potential.

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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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Settled Actions Reiterate SEC’s Broad Interpretation of Rule 21F-17(a) Whistleblower Impediments

Harvard Corporate Governance

Posted by Andrew Ceresney, Arian June, and Julie Riewe, Debevoise & Plimpton LLP, on Wednesday, October 2, 2024 Editor's Note: Andrew Ceresney , Arian June , and Julie Riewe are Partners at Debevoise & Plimpton LLP. This post is based on their Debevoise memorandum. On September 9, 2024, the Securities and Exchange Commission (the “SEC”) announced settled enforcement actions against seven public companies for Rule 21F-17(a) violations.

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Comment on New UAD Overhaul: What Appraisers Can Expect in 2025 & Beyond by Charles Haley

Appraisers Blog

The new UAD may slow down the appraisal process, drive up turnaround times without offering a substantial enhancement in appraisal accuracy.

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Kroger Partner Denies At Trial It Will Flip Acquired Stores

Law 360 M&A

The grocery wholesaler set to take on hundreds of stores if Kroger's $25 billion merger with Albertsons goes through defended its ability to meet the challenge Wednesday, with its CEO and a potential executive testifying in parallel proceedings in Colorado and Washington state.

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Comment on National Appraisers Forum by Tom Hansson

Appraisers Blog

In reply to Douglas Miller. Yes, not only do you have to change the effective date, you have to create a new appraisal file. Now FHA is an intended user/client so it is a new assignment. Don’t forget to also reference the first appraisal in the 3 year history.

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Paul Weiss-Led Altor Nabs Majority Stake In CCM Hockey

Law 360 M&A

Paul Weiss Rifkind Wharton & Garrison LLP-led Altor Equity Partners on Wednesday announced that its Altor Fund VI has nabbed a "significant majority" stake in hockey stick maker CCM Hockey.

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Arcosa Acquires Stavola for $1.2B, Divests Steel Components Business

Benzinga

Arcosa, Inc. (NYSE: ACA ) recently acquired the construction materials business of Stavola Holding Corporation and its affiliated entities (Stavola) for $1.2 billion. This apart, ACA completed the previously announced sale of its steel components business on Aug. 16, 2024. Buyout Synergies The acquisition was funded with a $600 million 6.875% Senior Note issuance (due 2032), which closed on Aug. 26, 2024, and a pre-payable $700 million variable-rate senior secured Term Loan B Facility (due 2031)

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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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Del. Dispatch: Cautionary Tales Of 2 Earnout Effort Breaches

Law 360 M&A

The Delaware Court of Chancery's tendency to interpret earnout provisions precisely as written, highlighted in two September rulings that found buyers breached their shareholder obligations when they failed to make reasonable efforts to hit certain product development milestones, demonstrates the paramount importance of precisely wording these agreements, say attorneys at Fried Frank.

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Communication Matters for Family Businesses

Auto Dealer Valuation Insights

Last week, Mercer Capital conducted our annual firm-wide meeting at the Peabody Hotel in Memphis. It is a 14-year tradition where employees travel from all offices to get together and discuss the state of the business and the industry as a whole. It seems simple, but the gathering highlights something far more important: communication matters.

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AI Boom and Rate Cuts Boost Utility Stocks: Best Growth Picks

Benzinga

Utility companies—those that provide electricity, water, natural gas, and other essential services for residential and commercial customers—have had a banner year. The benchmark Utilities Select Sector SPDR Fund (ARCA: XLU) has climbed by about 31% in the last year, with the bulk of those gains having occurred in the last six months. Many investors have flocked to utility stocks in recent months in anticipation of the Federal Reserve's first rate cut in several years, which was c

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M&A Vet Joins Debevoise In NY From Legal AI Co.

Law 360 M&A

Debevoise & Plimpton LLP has boosted its New York office with a veteran mergers and acquisitions attorney who recently worked as chief product officer at legal-focused artificial intelligence company Harvey.

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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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PepsiCo to Buy Siete in a $1.2B Deal: Will it Boost the Stock?

Benzinga

PepsiCo, Inc. (NASDAQ: PEP ) benefits from strength in core categories, diversified portfolio, modernized supply chain, improved digital capabilities and flexible go-to-market distribution systems. In the latest revelation, the company has agreed to buy Garza Food Ventures LLC, dba Siete Foods (Siete), worth $1.2 billion. More on PEP's Latest Transaction Founded 10 years back, Siete offers Mexican-American food.

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Chinese Food Biz To Go Public Via $523M SPAC Merger

Law 360 M&A

Blank-check company Iron Horse Acquisition Corp., advised by Lucosky Brookman LLP, on Wednesday announced that it has agreed to merge with and take public China Food Investment in a deal valued at $523 million.

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HEICO Buys Marway Power, Widens Power Distribution Solution Capacity

Benzinga

HEICO Corporation (NYSE: HEI ) recently signed a contract to acquire Marway Power Solutions, Inc. The acquiree provides the design and construction of power distribution solutions for mission-critical systems used in defense, aerospace, communications, test and measurement, and industrial applications on land, sea and air. Per the deal, HEI bought 92.5% of Marway for cash.

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Fried Frank's M&A Co-Head Views Rate Cuts, AI With Caution

Law 360 M&A

While it might be tempting to jump with joy about the Federal Reserve's recent rate cut, Philip Richter, co-head of Fried Frank's mergers and acquisitions practice, takes a more measured view. Here, Law360 talks to Richter about the rate cut, the upcoming presidential election, artificial intelligence and more.

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LPL Financial Acquires Altria Wealth Solutions, Appoints New CEO

Benzinga

LPL Financial Holdings (NASDAQ: LPLA ), along with its subsidiaries LPL Financial LLC, has completed the acquisition of Altria Wealth Solutions, Inc. ("Altria"). Further, the company announced a change in its leadership with the termination of its existing president and chief executive officer and the appointment of a new CEO. Details of Acquisition Pursued by LPLA Atria Wealth Solutions, Inc., based in New York, boasts a network of almost 2,400 advisors and serves around 150 banks and

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Darktrace Leaves London After US Co.'s $5B Bid Completes

Law 360 M&A

British cybersecurity company Darktrace PLC said Tuesday that its shares are no longer trading on the London Stock Exchange as the scheme of arrangement for its approximately $5.3 billion takeover by U.S. private equity firm Thoma Bravo completed Monday.

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How to Value a FedEx Route

Peak Business Valuation

Are you looking to buy , grow , or sell a FedEx route ? Operating a FedEx route can be a great way to capitalize on trends in online shopping. With the right approach, a FedEx route can be very profitable. Whether you are buying, expanding, or selling a FedEx route, it is helpful to receive a business valuation. During a FedEx route valuation , you will learn how to value a FedEx route.

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Delaware Chancery Weighs In on Maximizing Shareholder Value

Reynolds Holding

The relationship between directors’ fiduciary duties and shareholder wealth maximization under Delaware law has long been a prickly topic. Some commentators argue the relationship is merely a default capable of adjustment through private ordering. [1] Others, pointing to cases like eBay v. Newmark , [2] maintain that under common law directors’ fiduciary duties make shareholder wealth maximization mandatory. [3] In the recent cases of New Enterprise Associates v.

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Innventure LLC and Learn CW Investment Corporation Announce Closing of Business Combination

Benzinga

ORLANDO, Fla., Oct. 02, 2024 (GLOBE NEWSWIRE) -- Innventure, Inc. (NASDAQ: INV ) and Learn CW Investment Corporation (NASDAQ: LCW ) ("Learn CW"), a special purpose acquisition company, today announced the completion of their previously announced business combination ("Business Combination"). The Business Combination was approved at an extraordinary general meeting of Learn CW's shareholders on September 30, 2024.

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Short Attacks vs. Proxy Contests

John Jenkins

This recent insight from ICR focuses on the hidden costs of short attacks for companies and posits that, despite the often larger risks posed by short attacks, both reputationally and financially, companies are usually less prepared for a short attack than a proxy contest.

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Crescendo Acquires Customer Operations Innovator PartnerHero

Benzinga

SAN FRANCISCO, Oct. 02, 2024 (GLOBE NEWSWIRE) -- Crescendo, creators of the first augmented-AI customer experience (CX) platform, today announced the acquisition of PartnerHero, a leader in CX innovation with customers such as Airtable, Khan Academy, sweetgreen, Tom's Shoes, Udemy and more. Price and terms of the deal were not disclosed. The combined companies aim to disrupt an estimated half trillion dollar plus market opportunity.

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OpenAI: it’s us or them

Financial Times M&A

Plus, the battle over the world’s biggest zinc smelter and a look at Carl Icahn’s rigid confidentiality agreements

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Mitratech Solidifies Position in Enterprise Risk Software, Connecting AI-Enabled Third-Party Risk Management, Business Continuity Planning, & More

Benzinga

AUSTIN, Texas, Oct. 02, 2024 (GLOBE NEWSWIRE) -- Mitratech, a global compliance technology leader for legal, risk, and HR teams, is excited to announce the expansion of its leading enterprise risk management platform with several technology developments and the dual acquisition of two companies: Preparis , a premier continuity planning platform for incident management and emergency response, and Prevalent , a leader in unified third-party risk management (TPRM).

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Industry (HBO): Could a TV Show About Investment Banking Be “One of the Best of the Decade?”

Brian DeChesare

When Industry on HBO premiered in 2020, I watched the first few episodes, got distracted, and didn’t even finish Season 1. If you’re not familiar with it, the show follows several young graduates who start working in sales & trading and investment banking at JP Morgan Pierpoint & Co. in London. Over the seasons, they get promoted, switch firms, move to the buy-side, and struggle with challenges ranging from office politics to cocaine addictions.

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Norsk Hydro: Status share buyback program

Benzinga

Please see below information about transactions made under the share buyback program for Norsk Hydro ASA. Announcement date of the share buyback program: September 11, 2024 End date of the share buyback program: February 28, 2025 Overview of transactions: Date Aggregated daily volume (number of Shares) Weighted average share price per day (NOK) Total daily transaction value (NOK) 25/09/2024 240 000 65.10 15 623 376 26/09/2024 Full story available on Benzinga.

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The Ensign Group Acquires Healthcare Campus in Nebraska

Benzinga

SAN JUAN CAPISTRANO, Calif., Oct. 02, 2024 (GLOBE NEWSWIRE) -- The Ensign Group, Inc. (NASDAQ: ENSG ), the parent company of the Ensign™ group of companies, which invest in and provide skilled nursing and senior living services, physical, occupational and speech therapies, other rehabilitative and healthcare services, and real estate, announced today that it acquired the real estate and operations of St.

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Reneo Pharmaceuticals Announces Stockholder Approval of Merger with OnKure

Benzinga

– Combined company to trade on Nasdaq under ticker "OKUR" – Reneo announces 1-for-10 reverse split of common stock IRVINE, Calif., Oct. 02, 2024 (GLOBE NEWSWIRE) -- Reneo Pharmaceuticals, Inc. (NASDAQ: RPHM ) ("Reneo") today announced the results of the special meeting of its stockholders held on September 26, 2024. At the special meeting, Reneo's stockholders voted in favor of all proposals, including the proposals required to complete the proposed merger of Reneo and OnKure, Inc.

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Certara Completes Acquisition of Chemaxon

Benzinga

RADNOR, Pa., Oct. 02, 2024 (GLOBE NEWSWIRE) -- Certara, Inc. (NASDAQ: CERT ), a global leader in model-informed drug development, today announced it has completed the acquisition of Chemaxon. Chemaxon develops leading scientific informatics software products used by the life sciences industry for in-silico research. Certara develops advanced modeling and biosimulation solutions used to predict the pharmacokinetic and pharmacodynamic properties of large and small molecules. "Combining Chemaxo

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Commercial Vehicle Group Completes Sale of Cab Structures Business

Benzinga

NEW ALBANY, Ohio, Oct. 02, 2024 (GLOBE NEWSWIRE) -- Commercial Vehicle Group (the "Company" or "CVG") (NASDAQ: CVGI ), a diversified industrial products and services company, announced it has completed the sale, effective October 1, 2024, of its Cab Structures business with operations in Kings Mountain, North Carolina to a Volvo Group company. As part of the sale, CVG received a total of $40 million, with $20 million.

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Colliers expands engineering offering in Canada

Benzinga

TORONTO and OTTAWA, Oct. 02, 2024 (GLOBE NEWSWIRE) -- Global diversified professional services and investment management company, Colliers ((NASDAQ, TSX: CIGI ), announced today that its Canadian engineering platform, Englobe Corporation ("Englobe"), has acquired Goodkey, Weedmark & Associates Limited ("GWAL"), a leading building engineering consulting firm in Ontario.