Thu.Apr 25, 2024

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A Proven Success: The SEC Whistleblower Regime Provides a Roadmap for DOJ’s New Program

Harvard Corporate Governance

Posted by Allison Herren Lee, Kohn, Kohn & Colapinto LLP, on Thursday, April 25, 2024 Editor's Note: Allison Herren Lee is a former SEC Commissioner and Of Counsel at Kohn, Kohn & Colapinto LLP. This post is based on her Kohn, Kohn, & Colapinto piece. The Department of Justice (DOJ) recently announced that it is embarking on a “90-day sprint” to develop a whistleblower award program.

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TPRM 101: What is a Critical Vendor?

N Contracts

Financial institutions often ask f or a list of universal critical vendors. They assume there must be a master list of industry-designated third parties that are always critical – and these financial institutions are inevitably disappoin ted.

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Unicorn Shareholder Suits

Harvard Corporate Governance

Posted by Verity Winship (University of Illinois Urbana-Champaign), on Thursday, April 25, 2024 Editor's Note: Verity Winship is a Professor of Law and Senior Associate Dean for Academic Affairs at the University of Illinois Urbana-Champaign. This post is based on her article forthcoming in the Indiana Law Journal. Huge private companies like Epic Games or SpaceX are everywhere, creating gaps between the private-market reality and legal structures that were designed for public companies.

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Deals Rumor Mill: Paramount, Salesforce, ShipBob

Law 360 M&A

Sony and Apollo Global Management may make a joint bid for Paramount Global, Salesforce Inc. has abandoned its effort to potentially buy data-management software company Informatica, and e-commerce fulfillment service provider ShipBob Inc. is readying an IPO. Here, Law360 breaks down these and other notable deal rumors from the past week.

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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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Issuers see former directors take on activist role

Harvard Corporate Governance

Posted by Will Arnot, Diligent Market Intelligence, on Thursday, April 25, 2024 Editor's Note: Will Arnot is Senior Editorial Specialist at Diligent Market Intelligence (DMI). This post is based on his Diligent memorandum. A gro wing number of former directors and founders have turned dissident as of late, returning to companies to push for new strategies and reforms.

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Comment on Fannie Mae to Maryland: DROP DEAD by Dave

Appraisers Blog

Might I suggest we all take the following or similar answer to the AMC community: “Thank you for contacting us. Like many appraisers, we no longer participate in bid requests. We value our work based on quality, service and turn times. We’re always available for immediate inspections with five business day turn times. When and if that becomes a priority to you or your lenders, we’d be happy to accommodate you.

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

Appraisers Blog

The damage caused by Appraisal Management Companies violating TILA & the Customary & Reasonable fee clauses goes beyond just financial losses.

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Mining Giant BHP Makes $39 Billion Bid for Rival Anglo American

NYT M&A

The deal would create one of the largest copper miners at a time when demand is soaring for the metal used for many green technologies.

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Comment on AMCs Violating TILA and C&R Fee Clauses by Spencer Paul

Appraisers Blog

The damage caused by Appraisal Management Companies violating TILA & the Customary & Reasonable fee clauses goes beyond just financial losses.

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What the SEC’s “Shadow Insider Trading” Trial Means for In-House Counsel

Reynolds Holding

On April 5, 2024, a jury in California federal court found a former corporate executive liable for insider trading in SEC v. Panuwat , a novel enforcement action involving a theory known as “shadow trading.” In Panuwat , the U.S. Securities and Exchange Commission (SEC) takes the position that the insider trading laws apply where an insider uses material non-public information about his or her own company to trade securities of another company, such as a competitor or peer company in the same

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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 AMCs Violating TILA and C&R Fee Clauses by Spencer Paul

Appraisers Blog

The damage caused by Appraisal Management Companies violating TILA & the Customary & Reasonable fee clauses goes beyond just financial losses.

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South Africa could be a thorn in BHP’s side as it makes £31bn Anglo American bid

Financial Times M&A

The world’s biggest miner faces fraught politics and complicated history weeks before key general elections

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Comment on The One-Mile Rule: Prudent Policy or Modern Day Redlining? by Robert N. Mossuto Jr.

Appraisers Blog

Your comparables will be based on your subject. What sales would you use as a comparable for Bill Gates 6,500 square foot, home with all the technology on earth in it? Not likely to find much to compare it to in a one-mile radius. I once used a sale that was 72 miles away from the subject, which was a very large, very luxurious, timber-built home on waterfront.

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How To Find The Right Business To Buy

Benchmark Report

Why You Should Buy an Existing Business It's the unfortunate truth. More than half of all new businesses fail within the first few years of operation, and 90% of the latest companies leave within the first four to five years. Those are some scary odds. This is why acquiring an existing company can be much safer and more intelligent than building a new business.

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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 AMCs Violating TILA and C&R Fee Clauses by Brian

Appraisers Blog

did anyone see this? email i get with updates from CFPB – I’ll have to read up on it CONTACT: Office of Communications press@cfpb.

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Top Anglo American shareholders criticise BHP’s £31bn bid as ‘opportunistic’

Financial Times M&A

Legal & General and Abrdn say offer substantially undervalues UK-listed miner

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BHP’s takeover bid for Anglo American is clever but far too low | Nils Pratley

The Guardian M&A

Shareholders in the mining firm are unimpressed by the offer as it stands but what happens next could be interesting BHP move to buy Anglo American threatens to hasten City exodus In theory, Anglo American has been a sitting duck for a takeover bid for about a decade. Its share price has lagged behind that of other big miners and successive efforts to sharpen a sprawling portfolio have underwhelmed.

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Why is BHP bidding for Anglo American?

Financial Times M&A

The £31bn deal would be the biggest in the mining sector for a decade but faces many hurdles

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Initiative Equity Partners acquired 16% equity in ArtIn Energy ramping up expansion in North America

Benzinga

NEW YORK, April 25, 2024 (GLOBE NEWSWIRE) -- Initiative Equity Partners, a value and impact driven investment company based in New York, is pleased to announce the acquisition of 16% equity in ArtIn Energy, a technology leader of renewable energy in the fields of photovoltaics, energy storage, electrical mobility, and green hydrogen. This strategic effort registers a meaningful milestone in the company's commitment to fostering sustainable development and progressing the global transition to

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BHP shares fall as investors fret over £31bn offer for Anglo American

Financial Times M&A

Australian miner’s bid seen as complex and laden with risks

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World's Largest Miner BHP Bids To Takeover Anglo American As Hunt For Resources Intensify

Benzinga

BHP Group Ltd (NYSE: BHP ), the world’s largest mining company, has initiated a bid to acquire rival Anglo American Plc (OTC: AAUKF ) (OTC: NGLOY ), potentially triggering significant upheaval in the industry after years of dormancy. Anglo American, valued at £27 billion ($34 billion), disclosed that it had received an unsolicited merger proposal in the form of a stock exchange offer.

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Anglo American Snubs BHP's £39B Takeover Bid

Law 360 M&A

Multinational miner Anglo American said Friday that it has rejected a £39.1 billion ($48.9 billion) takeover bid from its Australian heavyweight rival, BHP Group, saying the offer "significantly undervalues" the company and its prospects.

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Deep Roots Harvest To Acquire The Source Operation In Nevada

Benzinga

Nevada’s cannabis sector is undergoing notable transformations as Deep Roots Harvest, a key player in the state’s cannabis market, announces its acquisition of The Source assets, further solidifying its position in the industry. This move was noted by the Green Market Report and comes against the backdrop of significant strategic maneuvers within Nevada’s cannabis landscape, including recent acquisitions and funding initiatives.

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McDermott Judge U-Turns, Says Some Investors Deserve Cert.

Law 360 M&A

A Texas federal magistrate judge reversed his recommendation that investors be denied class certification in litigation over McDermott International's $6 billion merger with Chicago Bridge & Iron, saying a former CB&I shareholder class "should be certified now" and a putative McDermott stock purchaser class be created for subsequent consideration.

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Industrial Equipment Appraisals

Peak Business Valuation

Industrial machinery and equipment are significant business assets. While their function may be obvious, their value may not be. The value of equipment is more than just their initial purchase price. Due to changes in equipment condition and market demand, this value fluctuates. An industrial equipment appraisal can calculate the current fair value of the equipment.

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FCC OKs $1.35B T-Mobile, Mint Deal With Unlocked Phones

Law 360 M&A

The Federal Communications Commission on Thursday approved T-Mobile's $1.35 billion purchase of Ka'ena, the parent company of Hollywood actor Ryan Reynolds' wireless brand Mint Mobile, adopting as a condition for approval the carrier's commitment to more quickly "unlocking" its phones so they can be transferred between service providers.

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Why CAEs Must Choose Their Words Carefully to Preserve Independence

Internal Audit 360

GUEST BLOG POST I believe just about every internal audit executive would agree with me that our independence from management is critical. We need to be able to operate without undue interference from management. That means that they are not able to stop or change our audit reporting, our opinions, or our assessments. It also means that managers cannot stop us from performing an audit, and they cannot change its scope.

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Zendesk Beats Shareholders' Suit Over $10B PE Takeover

Law 360 M&A

Zendesk Inc. has defeated a securities class action in California federal court accusing the customer service software company of undervaluing itself to get a $10.2 billion go-private merger with private equity firms approved by Zendesk shareholders.

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Womack Speaking at KADA Legal Workshop 2024

Auto Dealer Valuation Insights

Scott A. Womack, ASA, MAFF will be speaking at the Kentucky Automobile Dealers Association Legal Workshop 2024 on May 7, 2024, in Frankfort, Kentucky. His session is titled “Succession Planning Considerations.” Scott leads Mercer Capital’s Auto Dealership Industry Team, where he provides valuation services to dealerships throughout the U.S.

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Antitrust Enforcers Warn FERC About Ownership Overlaps

Law 360 M&A

The Federal Trade Commission and the U.S. Department of Justice warned energy regulators Thursday about competitive risks that can arise from investment firms that own stakes in multiple electric utilities, even if they don't have controlling interests.

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Chris Mercer to Speak at MACPA 2024 Forensic Valuation Regional Conference

Auto Dealer Valuation Insights

Christopher Mercer, FASA, CFA, ABAR will be speaking at the Maryland Association of Certified Public Accountants’ 2024 Forensic Valuation Regional Conference on May 3, 2024, in Linthicum Heights, Maryland. His session is titled “A Look at the Future of the Business Valuation and Financial Forensics Profession.” Chris Mercer is the Chairman of Mercer Capital.

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Standard General Claims Racial Bias By FCC In Tegna Deal

Law 360 M&A

Hedge fund manager Soo Kim is suing the Federal Communications Commission and a cadre of media players over what he calls a racially charged conspiracy to block his fund's $8.6 billion purchase of media company Tegna, claiming the agency discriminated against him when it sidelined the deal last year.

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Taxes on retirement income: Help for accountants advising clients

ThomsonReuters

As an accountant, advising your clients on retirement income taxes and related strategies can help them to optimize their financial planning in their golden years. That’s why it’s important to have a thorough understanding of the tax implications, contribution limits, and distribution rules associated with various retirement accounts, including 401(k)s, IRAs (Traditional and Roth), and pension plans.

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WWE Shareholders Combine Chancery TKO Merger Suits

Law 360 M&A

Delaware's Court of Chancery will decide this summer whether teams led by Block & Leviton, Bernstein Litowitz or Robbins Geller will represent World Wrestling Entertainment Inc. stockholders in a consolidated class suit against founder Vincent McMahon and others over the company's $21 billion merger with the Endeavor Group.

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