Wed.Mar 27, 2024

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Governance Recommendations for the United States

Harvard Corporate Governance

Posted by Kerrie Waring, Severine Neervoort, and Carol Nolan Drake, International Corporate Governance Network (ICGN), on Wednesday, March 27, 2024 Editor's Note: Kerrie Waring is CEO, Severine Neervoort is Global Policy Director, and Carol Nolan Drake is Senior Policy Manager at International Corporate Governance Network (ICGN). This post is based on their ICGN memorandum.

Finance 131
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Johnson & Johnson Strong Strategic Fit For Shockwave Medical, But Medtronic, Boston Scientific Could Be Other Bidder, Says Analyst

Benzinga

Tuesday, Shockwave Medical Inc (NASDAQ: SWAV ) shares traded higher following a Wall Street Journal report suggesting Johnson & Johnson (NYSE: JNJ ) is reportedly in talks to acquire the company. Shockwave Medical is a cardiovascular medical device. In 2022, Johnson & Johnson acquired heart failure device-focused Abiomed Inc. for an upfront payment of $380.00 per share in cash, corresponding to an enterprise value of approximately $16.6 billion.

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T-Mobile Can Appeal Refusal To Toss Sprint Merger Case

Law 360 M&A

An Illinois federal court granted T-Mobile's request on Wednesday to immediately appeal a ruling refusing to toss a proposed class action from AT&T and Verizon subscribers who have alleged their prices increased because of T-Mobile's 2020 merger with Sprint.

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The IRS Cracks Down on Non-filers: A Growing Problem for Tax Compliance

ThomsonReuters

The IRS is having a big problem dealing with non-filers – individuals and businesses who fail to file their required tax returns. It’s an issue that’s been around for years, but one that hasn’t been a top priority for the IRS of late. As a result, there’s been a substantial increase in the amount of taxes that aren’t being paid. But now, the IRS is making a new effort to fix the problem, starting with high-income taxpayers.

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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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Everbridge Investor Seeks To Block $1.8B Thoma Bravo Deal

Law 360 M&A

A shareholder in Massachusetts-based emergency management platform Everbridge Inc. is asking a state court to intervene in a pending $1.8 billion acquisition by private equity firm Thoma Bravo LP, alleging in a Wednesday lawsuit that investors are being misled about the true value of shares and the motives of those promoting the deal.

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Comment on The Lack of Transparency in Appraiser Compensation by Frustrated Appraiser

Appraisers Blog

In reply to Maureen Sweeney. Sadly the majority of appraisers are unaware of this committee and what they try to do! We need to keep sharing this info. Thank you Maureen.

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MLOps so AI can scale

Mckinsey and Company

Most of the failures in ML development come not from developing poor models but from poor productization practices.

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Blockbuster M&A deals more than double in first quarter

Financial Times M&A

Dealmaking drought left behind as first-quarter transaction values rise 30% with European market standing out

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Choose the right transformation ‘bite size’

Mckinsey and Company

Successful transformations need to change something meaningful in the business, but not try to do too much.

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Sustainability and ESG: The Emerging Imperatives in Mergers and Acquisitions

Sun Acquisitions

In today’s business landscape, mergers and acquisitions (M&A) are not just about profit and market share. Companies increasingly recognize the importance of Environmental, Social, and Governance (ESG) factors in shaping their strategic decisions. Sustainability and ESG have become pivotal considerations in M&A deals, transforming how organizations evaluate, structure, and execute these transactions.

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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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2024 Global Energy And Power Industry Report

Benchmark Report

Global demand for electricity is forecast to rise faster over the next three years, growing by an average of 3.4% annually through 2026, driven by an improving economic outlook. The worldwide energy market is expected to experience a compound annual growth rate (CAGR) of 4.84% from 2024 to 2028.

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Honeywell Takes Flight In Autonomous Future With Civitanavi Acquisition

Benzinga

Honeywell International Inc (NASDAQ: HON ) disclosed the intention to acquire all outstanding shares of Civitanavi Systems S.p.A. Civitanavi provides position navigation and timing technology for the aerospace, defense, and industrial markets. The company will initiate a voluntary tender offer of €6.30 per share in cash (an equity value of approximately €200 million at closing).

Equity 59
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Apollo’s expense scandal gets another day in court

Financial Times M&A

Plus, a potential paper bidding war reignites M&A optimism and Sweden’s Fortnox attracts short seller scrutiny

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Kimco Sells 10 Shopping Centers For $248M After RPT Buy

Law 360 M&A

Real estate investment trust Kimco Realty said it has sold 10 open-air shopping centers it gained in an acquisition of RPT Realty earlier this year for a total of $248 million.

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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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Ithaca Energy in exclusive talks for Eni’s UK upstream assets

Financial Times M&A

London-listed company given four-week exclusivity period by Italian oil major to make bid

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Larry Fink’s 2024 Annual Chairman’s Letter to Investors

Harvard Corporate Governance

Posted by Larry Fink, BlackRock Inc., on Wednesday, March 27, 2024 Editor's Note: Larry Fink is Founder, Chairman and CEO of BlackRock Inc. This post is based on Mr. Fink’s annual letter to investors. Time to rethink retirement When my mom passed away in 2012, my dad started to decline quickly, and my brother and I had to go through my parents’ bills and finances.

Finance 64
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Energy Co. Origis Exits Investor Suit Over Devalued Shares

Law 360 M&A

Renewable energy company Origis USA Inc. has escaped a suit by former shareholders after a New York federal judge concluded that the plaintiffs failed to show that the company was privy to an alleged scheme by its now-former CEO to induce them to sell their stakes for considerably less than the $1.4 billion they were later sold for.

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Jerry Bessette

M&A Leadership Council

Jerry Bessette Chief Operating Officer, Cyber Defense Labs Jerry Bessette serves as Chief Operating Officer for Cyber Defense Labs. As an executive team member, Jerry leads the company’s cybersecurity consulting, customer operations, and technical teams. He brings a long-standing, successful c-suite leadership career in cyber security operations from the public and private sectors.

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Merger News Boosts Rivals, 'Shadow Trading' Jury Told

Law 360 M&A

Medivation's 2016 sale announcement would have an expected positive "spillover effect" on rival Incyte's stock price, a U.S. Securities and Exchange Commission expert testified Wednesday in a "shadow trading" trial over claims an ex-Medivation executive exploited confidential news of his company's imminent acquisition to buy shares in the competitor.

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AI Revolution Goes Decentralized: $7.5B Token Merger Aims To Challenge Big Tech

Benzinga

Three blockchain-based artificial intelligence (AI) firms — SingularityNET (CRYPTO: AGIX ), Fetch.ai (CRYPTO: FET ), and Ocean Protocol (CRYPTO: OCEAN ) — are in talks to merge their crypto tokens into a single entity called ASI. What Happened : This token would have a combined value of roughly $7.5 billion, Bloomberg reported, citing unnamed sources.

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Chancery Sides With Cannabis Company On Legal Fees Row

Law 360 M&A

A Delaware Court of Chancery judge at a Wednesday hearing gave Left Coast Ventures Inc. time to fulfill a court order requiring it to cover legal fees for three former directors of the cannabis company defending a merger-related suit, after a company attorney told the judge the money will be coming.

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Royal Gold's Growth Remains 'Modest,' Says Bullish Analyst: 'This Could Change'

Benzinga

Royal Gold Inc (NASDAQ: RGLD ) announced its second-quarter dividend. Following the slight underperformance of the stock, its valuation appears “more compelling,” given the latest commodity price assumptions, according to BMO Capital Markets. The Royal Gold Analyst: BMO Capital's Jackie Przybylowski upgraded the rating for the Denver-based company from Market Perform to Outperform, while raising the price target from $148 to $158.

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Colo. Judge Unplugs Vague EV-Maker Investor Suit

Law 360 M&A

A Colorado federal judge has dismissed a shareholder suit against commercial electric vehicle company Lightning eMotors, agreeing with a magistrate judge's conclusion that the shareholders failed to bring specific allegations that the company knowingly misled investors on matters like its production capacity.

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What is a VAL231 form and why do I need one?

Vested

If you're reading this, you're probably familiar with Enterprise Management Incentives (EMIs). But just in case this is all new to you, EMI is a government-backed, tax-friendly share option scheme for UK startups and SMEs.

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Troika Media Can Exit Ch. 11 After Settlement And Lender Sale

Law 360 M&A

Marketing firm Troika Media Group Inc. is set to exit bankruptcy before the end of the month after a New York bankruptcy judge Wednesday said he would approve its Chapter 11 plan to sell itself as a going concern and settle pre-bankruptcy legal disputes.

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Why Information Technology Company MariaDB Shares Are Rocketing Wednesday

Benzinga

MariaDB plc (NYSE: MRDB ) shares are trading higher after the company received an offer from Progress Software Corporation (NASDAQ: PRGS ) to acquire all the issued and issued share capital at a $0.60 per share. The purchase price represents an 88% premium to MariaDB’s average closing share price of the last 30 trading. Full story available on Benzinga.

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BCLP Adds Ex-Nelson Mullins Outsourcing Pro To NY Office

Law 360 M&A

Bryan Cave Leighton Paisner LLP on Tuesday announced the addition of the former digital transformation and outsourcing chair at Nelson Mullins Riley & Scarborough LLP, touting her skills in those areas.

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When to Get an SBA Machinery and Equipment Appraisal

Peak Business Valuation

Small businesses stand as pillars of innovation, resilience, and growth. Their unwavering spirit fuels our communities and drives economic prosperity forward. Yet, in the journey of entrepreneurship, navigating financial decisions can be daunting. That’s where the Small Business Administration (SBA) steps in. The SBA is a United States government agency established to aid small businesses.

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Skadden Steers Int'l Paper's £5.7B Bid For DS Smith

Law 360 M&A

International Paper Co. has made a £5.72 billion ($7.22 billion) proposed offer for British rival DS Smith PLC as it seeks to compete with the earlier bid of £5.1 billion made by Mondi PLC.

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op-ed; disagreement with ISS concerning activist investor Nelson Peltz

Harvard Corporate Governance

Posted by Jeffrey Sonnenfeld and Steven Tian (Yale University), on Wednesday, March 27, 2024 Editor's Note: Jeffrey Sonnenfeld is Senior Associate Dean for Leadership Studies and Lester Crown Professor in the Practice of Management, and Steven Tian is Research Director of the Yale Chief Executive Leadership Institute at the Yale School of Management.

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Dykema-Led CPS Energy Buying Texas Gas Assets For $785M

Law 360 M&A

Dykema Gossett PLLC-advised CPS Energy has agreed to buy a Texas power generation portfolio from Talen Energy Corp. for $785 million, the companies said Wednesday.

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Davis Polk Discusses FDIC’s Proposed Statement of Policy on Bank Mergers

Reynolds Holding

The Federal Deposit Insurance Corporation (FDIC) released a Proposed Statement of Policy on Bank Merger Transactions (the Proposal) that outlines the FDIC’s views on its jurisdiction and expectations with respect to each statutory factor under the Bank Merger Act (BMA). The Proposal is one of a series of recent efforts to revisit and modify bank merger standards, beginning with President Biden’s Executive Order on Promoting Competition in the American Economy in July 2021, a statement in a

Banking 45
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M&A Disclosure: Del. Supreme Court Overrules Chancery on Materiality of Undisclosed Advisor Conflicts

John Jenkins

Earlier this week, in City of Dearborn Police & Fire v. Brookfield Asset Management, (Del.; 3/24) the Delaware Supreme Court overruled the Chancery Court and held that allegations of undisclosed conflicts of interest involving a special committee’s legal and financial advisors were sufficient to deny the defendants’ motion to dismiss breach of fiduciary duty claims.

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Biased Boards

Reynolds Holding

How do directors add value to corporations, and what are their incentives? They add value through monitoring and advising management – although monitoring seems to have taken precedence in the wake of high-profile financial scandals. As for directors’ incentives, the answer is less straightforward. While director compensation has increased in recent years, non-pecuniary incentives remain important.

Equity 59