Fri.Jun 21, 2024

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Vice Capital

Harvard Corporate Governance

Posted by Andrew Jennings (Emory University) and Kimberly D. Krawiec (University of Virginia), on Friday, June 21, 2024 Editor's Note: Andrew Jennings is an Associate Professor of Law at Emory University School of Law and Kimberly D. Krawiec is the Charles O. Gregory Professor of Law and Sullivan and Cromwell Professor of Law at the University of Virginia School of Law.

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Author Talks: Ruchir Sharma on the pitfalls and promise of the capitalist system

Mckinsey and Company

“Money makes the world go round,” but Rockefeller International chairman Ruchir Sharma argues that capitalism really isn’t achieving its full potential. If financial bailouts aren’t the answer, what is?

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Weekly Roundup: June 14-20, 2024

Harvard Corporate Governance

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, June 21, 2024 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of June 14-20, 2024 Developments and Trends in Delaware Officer Exculpation Charter Amendments Posted by Andrew J. Noreuil and Andrew J. Stanger, Mayer Brown LLP, on Friday, June 14, 2024 Tags: charter , delaware , Delaware law , DGCL , OEA , officer exculpation , Stockholder How Should Compensation Committe

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Glassblowing Makes Me A Better Lawyer

Law 360 M&A

I never expected that glassblowing would strongly influence my work as an attorney, but it has taught me the importance of building a solid foundation for your work, learning from others and committing to a lifetime of practice, says Margaret House at Kalijarvi Chuzi.

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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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Hess-Chevron Merger Hits Snag As Arbitration Delays Put Timeline In Doubt: Report

Benzinga

The merger of Hess Corporation (NYSE: HES ) and Chevron Corporation (NYSE: CVX ) is reportedly stalled as the contract arbitration panel remains incomplete three months after the case was filed. This delay is stalling the decision on whether Exxon Mobil has a right of first refusal over Hess’ Guyana operations, reported Reuters. According to the report, the third and final arbitrator has not yet been appointed, and this delay could mean that no decision will be made this year, contrary t

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Octopus Energy to repay £3bn of state support used to take over Bulb

The Guardian M&A

The reimbursement, part of the terms of the takeover, means the 2021 bailout cost the public almost nothing Business live – latest updates Octopus Energy is poised to repay the UK government almost £3bn to cover the state support it received to take over the collapsed energy supplier Bulb. Octopus will reimburse the government by September in a move that will enable the Treasury to effectively claw back almost all the costs of temporarily nationalising Bulb.

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Comment on Exposing Predatory AMCs by Marc Gerard, SRA

Appraisers Blog

In reply to Dave. Actually Dave, the AI is more focused on residential appraisers now more than ever. As an SRA designated member, I get a couple calls a month for projected assignments just because of my designation, which is up from years past. Also not sure about your reference to 100+ page narrative reports and how that relates to residential appraising.

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KKR buys owner of European music festivals in £1.3bn deal

Financial Times M&A

US buyout firm to acquire UK group behind festivals including Germany’s Wacken Open Air and Cornwall’s Boardmasters

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Comment on Exposing Predatory AMCs by Maria

Appraisers Blog

I definitely think a class action should be brought against AMCs. Consider false advertising and breac of contract. Take a look at most AMCs websites. They promote appraisals performed by the most qualified appraiser. No mention to your order will be sent out for bidding. Then letter of engagement says ( in some cases) appraiser was selected based on competency, qualit, etc. no mention to fee and turnaround bids.

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Airbus and Boeing near deal on carving up aerospace supplier Spirit AeroSystems

Financial Times M&A

Announcement on complex agreement between the 3 companies could come as early as next week

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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 Appraisal Fees & Value: Lessons from Picasso & Steinmetz by Retired Appraiser

Appraisers Blog

In reply to Charles Haley. Unfortunately the process has become so complex the form fillers are doing well if they manage to walk away with minimum wage. I applaud those form fillers for providing minimum research for MINIMUM PAY!

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American Express Buys Tock to Pursue Customers Shelling Out on Dining

NYT M&A

The credit card company acquired Tock, a restaurant reservation company, after buying its rival, Resy, in 2019.

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Comment on Appraisal Fees & Value: Lessons from Picasso & Steinmetz by Charles Haley

Appraisers Blog

Most appraisers are form fillers. The appraiser came back with a range from $625,000 to $850,00 (after adjustments), and the appraiser chose $750,000. Give me a break. Why not just take a guess and save the appraisal fee?

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Telegraph on the block again as RedBird IMI seeks to recover its £600mn

Financial Times M&A

Second auction for newspaper group in a year begins days after publisher reveals £278mn black hole

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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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Drinks maker Britvic rejects £3.1bn takeover offer from Carlsberg

The Guardian M&A

Shares in J2O and Robinsons squash maker rise on news firm rebuffed two proposals from Carlsberg Business live – latest updates Britvic, the UK soft drinks maker, has rejected a £3.1bn takeover proposal by Carlsberg Group, the Danish brewer, which it said undervalued the company. Britvic shares jumped on Friday after the drinks company, whose brands include J20 and Robinsons, said Carlsberg had made two takeover proposals this month, with the last cash offer at £12.50 a share.

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Beyond the Sale: Crafting a Legacy Through Strategic Business Exits in Mergers and Acquisitions

Sun Acquisitions

In mergers and acquisitions (M&A), the focus often revolves around the transaction itself, neglecting the profound impact a strategic business exit can have on a company’s legacy. Crafting a legacy goes beyond financial gains; it involves careful planning, foresight, and a commitment to leaving a lasting positive impact on employees, stakeholders, and the industry.

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Private equity roll-ups bet energy transition will go slow

Financial Times M&A

Carlyle rushes in where others fear to tread

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Ken Fisher’s Deal Is Remarkable Because It Isn’t Remarkable

Auto Dealer Valuation Insights

In the pre-Uber days of business travel, my least favorite part of every trip was the rental car. Driving is fun if you have a fun car and a good road. Driving a generic transportation appliance in an unfamiliar area while juggling a map and a cup of coffee is miserable.

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Robinsons maker Britvic rejects £3.1bn bid from Carlsberg

Financial Times M&A

UK soft-drink maker says sweetened offer from Danish brewer still undervalues it

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Live Nation Investor Sues Leaders Over DOJ Antitrust Claims

Law 360 M&A

Live Nation's executives and directors were hit with a shareholder derivative lawsuit Friday in California federal court that seeks damages in the wake of the U.S. Department of Justice's allegations that the company monopolized concert promotion and ticket sales following its 2010 merger with Ticketmaster.

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Permian Production Growth Stands Alone

Auto Dealer Valuation Insights

The economics of Oil & Gas production vary by region. Mercer Capital focuses on trends in the Permian, Eagle Ford, Haynesville, and Marcellus and Utica plays. The cost of producing oil and gas depends on the geological makeup of the reserve, the depth of the reserve, and the cost of transporting the raw crude to market.

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Twitter Judge Skeptical Of Musk's Bid To Beat Investor Suit

Law 360 M&A

A California federal judge considering allegations that Elon Musk misled Twitter investors by falsely tweeting that it had to provide information on its alleged bot problem before he'd proceed with his $44 billion acquisition appeared skeptical Friday of Musk's defense that investors knew he was obligated to close the deal regardless.

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2024 State of Auto Finance

Auto Dealer Valuation Insights

Auto dealers that sell new vehicles nationwide rely on their Finance and Insurance (“F&I”) departments as an important source of earnings. While top-line revenue from the F&I department is typically a small portion of a new car dealership’s total revenue mix, these departments have much more favorable margins than their counterparts in the selling division.

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Delaware's Corporate Law Debate Left 'Blood On The Floor'

Law 360 M&A

Delaware lawmakers have settled, for now, a rare, bitter, national fight over director rights to cede some powers to big stockholders, but the "Moelis" debate has also boosted friction between board and stockholder camps, with one retired law professor saying underlying litigation had left "blood on the floor.

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Ken Fisher’s Deal Is Remarkable Because It Isn’t Remarkable

Auto Dealer Valuation Insights

In the pre-Uber days of business travel, my least favorite part of every trip was the rental car. Driving is fun if you have a fun car and a good road. Driving a generic transportation appliance in an unfamiliar area while juggling a map and a cup of coffee is miserable.

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Kirkland-Led KKR To Buy Entertainment Biz Superstruct

Law 360 M&A

Private equity giant KKR, advised by Kirkland & Ellis LLP, on Friday announced plans to buy London-based Superstruct Entertainment from White & Case LLP-led Providence Equity Partners.

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American Express Levels Up Restaurant Game: Tock and Rooam Acquisitions Boost Network

Benzinga

American Express Company (NYSE: AXP ) has agreed to purchase Tock, a technology company known for reservation, table, and event management solutions, from Squarespace, Inc. (NYSE: SQSP ) for $400 million. Tock, launched in Chicago in 2014 and acquired by Squarespace in 2021, provides reservation, table management and event ticketing tools to approximately 7,000 restaurants, wineries, and other bookable venues.

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SPAC Shareholder Sues In Del. Over Beachbody Merger

Law 360 M&A

A stockholder of a special acquisition company that merged with health and wellness company The Beachbody Company Group has sued the blank check company's directors, officers, and controlling stockholders in Delaware's Court of Chancery, alleging breaches of fiduciary duty in connection with the deal.

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Business Valuation for Buying an HVAC Company

Peak Business Valuation

HVAC (Heating, Ventilation, and Air Conditioning) businesses help maintain comfortable and safe environments in residential and commercial buildings. With steady demand, the HVAC industry generates over $24 billion in revenue each year. As such owning an HVAC company can be very profitable. If you are considering buying an HVAC business , understanding its fair market value is essential.

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3 Firms Build $540M Take-Private Sale Of Healthcare Data Biz

Law 360 M&A

Digital health company Sharecare Inc. on Friday announced that it has agreed to be bought by healthcare-focused private equity firm Altaris LLC in a $540 million take-private deal built by three law firms.

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Delaware Legislature Passes Moelis Fix

John Jenkins

Last night, the Delaware Legislature passed the controversial 2024 amendments to the DGCL and sent the legislation to Gov. John Carney for signature. Whatever the legislation’s merits may be, it would make sweeping changes to Delaware’s statutory corporate governance structure and create a number of thorny issues for the Chancery Court to work through.

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4 Tips For Drafting Earnouts To Avoid Disputes

Law 360 M&A

Amid slowed merger and acquisition activity, buyers and sellers are increasingly turning to earnout provisions to get deals done, but these must be carefully drafted to avoid interpretative differences that can lead to later disputes, say attorneys at Cooley.

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At a crossroads: New York’s status as a global fashion capital

Mckinsey and Company

Bold action may be needed to maintain the city’s prominence in the industry.

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Taxation With Representation: Travers Smith, Potamitis Vekris

Law 360 M&A

In this week's Taxation With Representation, RSK Group Ltd. gets a £500 million ($632 million) investment, Boston Scientific Corp. acquires Silk Road Medical Inc., Masdar takes a part of Terna Energy SA, and Tate & Lyle PLC buys CP Kelco from JM Huber Corp.

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