Mon.Apr 08, 2024

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Delaware Supreme Court Holds Entire Fairness Applicable to All Conflicted Controller Transactions

Harvard Corporate Governance

Posted by Gregory V. Gooding, Maeve O'Connor, and William D. Regner, Debevoise & Plimpton LLP, on Monday, April 8, 2024 Editor's Note: Gregory V. Gooding , Maeve O’Connor , and William D. Regner are Partners at Debevoise & Plimpton LLP. This post is based on a Debevoise memorandum by Mr. Gooding, Ms. O’Connor, Mr. Regner, Susan Reagan Gittes , and Jeffrey J.

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Why strategists should embrace imperfection

Mckinsey and Company

In a world of rapid change, looking for certainty can obscure opportunity. Taking smaller yet bold steps provides a more sure-footed path through uncertainty.

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The Neoclassical View of Corporate Fiduciary Duty Law

Harvard Corporate Governance

Posted by Zachary J. Gubler (Arizona State University), on Monday, April 8, 2024 Editor's Note: Zachary J. Gubler is Marie Selig Professor of Law at the Arizona State University Sandra Day O’Connor College of Law. This post is based on his article forthcoming in the University of Chicago Law Review. There’s an old and venerable way of talking about corporate fiduciary duties that maintains that they are owed to the corporate entity itself.

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Space: The $1.8 trillion opportunity for global economic growth

Mckinsey and Company

As the space economy expands, it could create value for multiple industries and solve many of the world’s most pressing challenges.

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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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Not at Any Price – Contested M&A, The New Normal

Harvard Corporate Governance

Posted by Riyaz Lalani and Dan Gagnier, Gagnier Communications, on Monday, April 8, 2024 Editor's Note: Riyaz Lalani is Managing Director, and Dan Gagnier is Founder and Managing Partner at Gagnier Communications. This post is based on their Gagnier Communications memorandum. What Changed? Friendly, board-supported M&A transactions, are routinely being challenged by shareholders.

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The generative AI opportunity in airline maintenance

Mckinsey and Company

For everyone from repair copilots to clerical assistants, generative AI can improve productivity and ease labor shortages. How can airlines and related companies get the basics right?

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More Trending

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The AI revolution will be ‘virtualized’

Mckinsey and Company

A tsunami of digital innovation is hitting product development. Will your organization surf that wave or be overwhelmed by it?

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Monitoring Your Employees' Productivity

Machen McChesney

Worker productivity has been in the headlines recently. One reason is the easy access employers have to the many technologies that can monitor employees — from software that tracks when an employee swipes their badge at work to software that notes how long someone is at their computer and what they do while they are there. Another is a certain manifesting distrust of workers, particularly the increased numbers of remote workers.

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Spirit Airlines Will Delay Plane Purchases and Furlough Pilots

NYT M&A

The low-cost airline, which has been unprofitable for four years, is trying to reduce costs after a federal judge blocked a proposed deal for JetBlue to acquire Spirit.

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ESG Audits: Navigating New Frontiers in Corporate Responsibility

Machen McChesney

Reporting on environmental, social, and governance (ESG) matters is an increasingly crucial area of corporate compliance. While ESG reporting and disclosure apply primarily to public companies, there are efforts aimed at requiring private companies to also report on these matters. For example, the European Union’s Corporate Sustainability Reporting Directive requires private organizations that meet specific criteria to publish social and environmental risks and their impacts.

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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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McMahon Sells Millions More In TKO Stock Amid Abuse Suit

Law 360 M&A

WWE's disgraced founder Vince McMahon, who was recently accused of trafficking a former employee, continues to loosen his grip on the wrestling company he founded, most recently selling $311 million worth of stock in WWE's parent, according to a Monday securities filing.

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Valuation Purposes: Internal Business Planning

BV Specialists

There are many reasons why a business owner should engage in an independent third-party appraisal of their company. They may be looking to sell, refinance, restructure, buy out a partner, or bring in new investors. But what about the importance of simply understanding realistically what your company is worth today by hiring a certified, experienced, unbiased professional to provide you with a complete analysis that you can rely on?

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3 Firms To Lead Weber Investor Suit Over $3.7B PE Buyout

Law 360 M&A

Prickett Jones & Elliot, Grant & Eisenhofer PA, and Kessler Topaz Meltzer & Check will together represent a proposed class of investors in grill maker Weber Inc. in consolidated litigation in Delaware's Court of Chancery over a $3.7 billion squeeze-out by private equity firm BDT Capital Partners LLC, Chancellor Kathaleen St. Jude McCormick decided on Monday in what she described as a "close call.

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Canal+ confident it can overcome regulatory hurdles as it pursues MultiChoice

Financial Times M&A

French group must navigate South African legislation limiting foreign ownership of national broadcasters

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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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Judge Urged To Reject UnitedHealth's Antitrust Deal Qualms

Law 360 M&A

Patients who cut a $55 million antitrust settlement with NorthShore University HealthSystem are urging an Illinois federal court to reject objections by United Healthcare Services, arguing that the insurer has no standing to derail the deal and that its challenge to the agreement could dilute their recovery.

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EXCLUSIVE: Smart for Life Announces Strategic Acquisition of Purely Optimal, Eyes Revenue Growth

Benzinga

Monday, Smart for Life, Inc (NASDAQ: SMFL ) announced that it has executed a definitive agreement to acquire Purely Optimal Nutrition , a premier eCommerce nutraceuticals company with operations in North America. A.J. Cervantes, Jr., Smart for Life's founder and Chairman, stated, "As part of our synergistic M&A approach, the resources provided by Smart for Life will enable.

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A Snapshot Of The Evolving Restrictive Covenant Landscape

Law 360 M&A

Rachael Martinez and Brooke Bahlinger at Foley highlight recent trends in the hotly contested regulation and enforcement of noncompetition and related nonsolicitation covenants, and provide guidance on drafting such provisions within the context of stand-alone employment agreements and merger or acquisition transactions.

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How the Nordics can lead on AI governance

Mckinsey and Company

The Nordic countries are well equipped to take the lead on responsible use of artificial intelligence. This sets them up for a competitive advantage.

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For Lawyers, Pessimism Should Be A Job Skill, Not A Life Skill

Law 360 M&A

A pessimistic mindset allows attorneys to be effective advocates for their clients, but it can come with serious costs for their personal well-being, so it’s crucial to exercise strategies that produce flexible optimism and connect lawyers with their core values, says Krista Larson at Stinson.

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Why Industrial Company TechPrecision Shares Are Surging Today

Benzinga

TechPrecision Corporation (NASDAQ: TPCS ) shares are trading higher after the company announced the termination of the agreement to acquire Votaw Precision Technologies. In particular, the company disclosed the termination of the Stock Purchase Agreement (SPA) between TechPrecision and Doerfer Corporation to acquire Votaw. On April 2, 2024, Doerfer simultaneously notified that it was terminating the SPA effective immediately and, by a separate term sheet, offered to reinstate.

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2024 Global Environmental, Waste & Recycling Industry Report

Benchmark Report

The waste recycling services market has grown from $58.53 billion in 2023 to $62.22 billion in 2024 at a compound annual growth rate (CAGR) of 6.3%.

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An open letter to the IIA Board

Norman Marks

The release of the draft Cybersecurity Topical Requirement for public comment has sparked some very serious negative reactions from thought leaders (notably on LinkedIn). I agree with many of their comments. My overriding concern is whether the IIA is leading the profession in the right direction.

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Gamers Can't Block Microsoft From 'Dismantling' Activison

Law 360 M&A

A California federal judge on Monday refused to block Microsoft from further integrating Activision Blizzard into its business after it acquired the gaming titan last year, saying the gamers who are still challenging the union between the companies have a similar motion pending before the Ninth Circuit.

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Johnson & Johnson's $13B Shockwave Medical Deal Accelerates MedTech Strategy, Analyst Says

Benzinga

Johnson & Johnson (NYSE: JNJ ) agreed on Friday to acquire Shockwave Medical Inc (NASDAQ: SWAV ) for $335 per share in cash, corresponding to an enterprise value of approximately $13.1 billion, including cash acquired. The acquisition of Shockwave Medical further extended Johnson & Johnson MedTech’s position in cardiovascular intervention and accelerated its shift into higher-growth markets.

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Ex-Autonomy Exec Says Boss's Invoice Ask Caused Concern

Law 360 M&A

A former Autonomy finance employee took the stand Monday in the criminal fraud trial of ex-CEO Michael Lynch and finance director Stephen Chamberlain, telling a California federal jury that he was "not comfortable" with one of Chamberlain's invoice requests and was sacked after raising concerns about accounting irregularities.

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Use AI to stay abreast of changing tax regulations and legislation

ThomsonReuters

Jump to: The impact of AI on business protection Navigating the shifted focus on consulting Automating the traditional method It is a transformational time for businesses as artificial intelligence (AI) increasingly impacts how companies of all industries operate and serve their customers. The accounting profession is no exception. In fact, a growing number of accounting firms and corporations are taking a closer look at AI and how it can help them keep pace with tax law changes and ensure ta

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Chancery Approves $36M Sirius XM Settlement, $9.6M Atty Fee

Law 360 M&A

Sirius XM Holding Inc. stockholders who sued in Delaware's Court of Chancery over an alleged ongoing squeeze-out by Liberty Media Corp. won court approval Monday of a $36 million settlement to end their litigation, along with a $9.6 million payout for their attorneys and $50,000 for the lead plaintiff.

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Karora Resources, Westgold Resources Merge: 'A New Business Dominant Across Two Historic Yet Under-Explored Goldfields'

Benzinga

After its previous merger in Australia fell through, Karora Resources (OTCQX: KRRGF ) found a new partner in Westgold Resources (OTCQX: WGXRF ). The two companies have announced a merger valued at $1.45 billion that would unlock considerable synergies and increase production to 400,000 ounces of gold annually. "The Westgold and Karora teams have independently been structuring our businesses for growth for several years, and now is the time to bring these two businesses together.

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Southwest Gas Unit Centuri Eyes Spinoff Through $242M IPO

Law 360 M&A

Southwest Gas Holdings Inc.'s infrastructure services unit Centuri Holdings Inc. on Monday unveiled terms for an estimated $242 million initial public offering that would lead to Centuri becoming a standalone public company, represented by Morrison Foerster LLP and underwriters' counsel Skadden Arps Slate Meagher & Flom LLP.

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Why Apartment Income REIT Shares Are Rocketing Today

Benzinga

Apartment Income REIT Corp. (NYSE: AIRC ) shares are trading higher after it inked a deal with Blackstone Inc. (NYSE: BX ) to be taken private. In particular, Blackstone Real Estate Partners X entered into a definitive agreement to acquire AIR Communities in an all-cash transaction valued at about $10 billion, including the assumption of debt. The purchase price of $39.12 per share represents a premium of 25% to Apartment Income Communities’ closing share price on the NYSE on April 5, 2024

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FTC's Slaughter Defends International Cooperation

Law 360 M&A

Several federal agency leaders said Monday they are working across the government to help boost competition, as Federal Trade Commissioner Rebecca Kelly Slaughter touted the importance of cooperation on competition issues at home and abroad.

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CSOP: The three-year rule explained

Vested

CSOPs: Confused by the three-year rule? Allow us to explain. Learn why three is the magic number to maximise the benefits of this tax-friendly option scheme.

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SEC 'Shadow Trading' Victory Could Bring DOJ Knocking

Law 360 M&A

Now that the U.S. Securities and Exchange Commission has convinced a jury that a pharmaceutical executive committed insider trading by purchasing a competitor's stock in a practice often referred to as "shadow trading," attorneys say federal prosecutors might be tempted to dip their toe into the waters of the previously untested legal theory.

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Why Information Technology Model N Shares Are Surging Today

Benzinga

Model N, Inc. (NYSE: MODN ) shares are trading higher after the company announced Vista Equity Partners will acquire it for $1.25 billion. As per the terms, Vista will acquire all the outstanding shares of Model N for $30.00 per share, representing a premium of around 23% over Model N’s 30-trading-day volume weighted average share price as of the close on January 10, 2024, the day before the Model N Board of Directors authorized its financial advisor to contact potential acquirers.