Wed.Mar 12, 2025

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Who Are the Real Winners Under UPC?

Harvard Corporate Governance

Posted by Antoinette Giblin, Diligent Market Intelligence, on Wednesday, March 12, 2025 Editor's Note: Antoinette Giblin is Editorial Manager at Diligent Market Intelligence (DMI). This post is based on a Diligent memorandum by Ms. Giblin, and Josh Black. While many had predicted that the introduction of the universal proxy card (UPC) would mean a boon for activists, after two years the evidence is more nuanced, with activists often appearing to face an even higher bar in order to win support fo

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Rocket Lab Expands Its Space Arsenal: Eyes Laser Tech Boost With Mynaric Buyout

Benzinga

On Tuesday, Rocket Lab USA, Inc. (NASDAQ: RKLB ) inked a non-binding term sheet with certain lenders to acquire a controlling stake in Mynaric AG. Upon execution of a definitive agreement, Rocket Lab would acquire 100% of Mynaric for an initial $75 million, payable in cash or Rocket Lab stock. An additional earn-out of up to $75 million, also in cash or stock, is tied to future revenue targets.

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U.S. Shareholder Activism Review 2024 and a Look Toward 2025

Harvard Corporate Governance

Posted by Dan Burch, Bob Marese, and Jillian DeMarco, MacKenzie Partners, Inc., on Wednesday, March 12, 2025 Editor's Note: Dan Burch is the Chairman & CEO, Bob Marese is the President, and Jillian DeMarco is the Vice President, at MacKenzie Partners, Inc. This post is based on a MacKenzie Partners memorandum by Mr. Burch, Mr. Marese, Ms. DeMarco, and Laurie Connell.

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Valuation Multiples for a Law Firm

Peak Business Valuation

Law firms provide critical legal services to support individuals and businesses through complex legal matters. As a result of strong, consistent demand for legal services, this industry generates billions each year. With the right approach, running a law firm is an exceptional business model. If you plan to buy , grow , or sell a law firm , a business valuation is vital.

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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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Letter on Delaware Senate Bill 21

Harvard Corporate Governance

Posted by Jeff Mahoney, Council of Institutional Investors, on Wednesday, March 12, 2025 Editor's Note: Jeffrey P. Mahoney is General Counsel at the Council of Institutional Investors. This post is based on a recent CII letter. The Council of Institutional Investors (CII or Council) writes to respectfully express our opposition to the enactment of Delaware Senate Bill 21 in its current form (SB 21). [1] CII is a nonprofit, nonpartisan association of U.S. public, corporate and union employee bene

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EXCLUSIVE: Vivani Medical To Spin Off Cortigent Neurostimulation Business To Create Better Focus On Individual Entities And Shareholder Value

Benzinga

On Wednesday, Vivani Medical, Inc. (NASDAQ: VANI ) said it intends to spin off Cortigent, Inc. , a division that develops brain implant devices to help people recover critical body functions, as an independent publicly-traded company. The company highlights a significant interest in neurostimulation technology, driven in part by companies like Elon Musk's Neuralink.

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Why the Value of Your Family Business Matters

Auto Dealer Valuation Insights

In last week’s edition of the Family Business Director, we reviewed six valuation principles for family business directors to keep in mind when developing valuation estimates. As family business directors, it is important to understand not just the “how” of maintaining an accurate estimate of the value of your family business but also the “why.

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Is Your Curriculum Vitae (Resume) Accurate?

BVR

There is a lot of material where an inadvertent inaccuracy might exist or there might be an omission. Any such inaccuracies could lead to your not being allowed to testify. Is your resume up to date?

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Why Your Family Business’s Value Matters

Auto Dealer Valuation Insights

In last week’s edition of the Family Business Director, we reviewed six valuation principles for family business directors to keep in mind when developing valuation estimates. As family business directors, it is important to understand not just the “how” of maintaining an accurate estimate of the value of your family business but also the “why.

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PEF Advisors Acquires Prairie View Apartments in Vancouver, WA

Benzinga

VANCOUVER, Wash., March 12, 2025 (GLOBE NEWSWIRE) -- Preservation Equity Fund Advisors, LLC (PEF Advisors), a real estate private equity group focused on preserving existing affordable housing in high-cost markets, announced their recent acquisition of Prairie View Apartments, a 284-unit apartment community in Vancouver, WA, a suburb located 25 minutes north of Portland, OR.

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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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How nonprofits can protect their donor information from cyberattacks

LaPorte

(authored by RSM US LLP) There are several best practices that nonprofits can embrace to enhance their cybersecurity. The post How nonprofits can protect their donor information from cyberattacks first appeared on LaPorte.

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Allied Universal Details 2024 Merger and Acquisition Activities

Benzinga

IRVINE, Calif., March 12, 2025 (GLOBE NEWSWIRE) -- Allied Universal ® , a leading security and facility services provider, today announced details of its 2024 merger and acquisition (M&A) activities. In 2024, the company closed six transactions with aggregate annual revenues totaling more than $240 million. The acquired companies represent various security service lines in regions around the world and include the following: Company Name Service Line Geography Close Date JE Security Secu

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Indonesia’s GoTo makes first profit and remains open to Grab merger

Financial Times M&A

TikTok ecommerce partnership has had huge impact on profitability, says CEO

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Is it time to shake up internal audit?

Norman Marks

Last week, I referred to a LinkedIn post by my friend, Tom McLeod. He has been called “One of the deepest thinkers in our profession,” and I share that view. The title of his post was 20 Theses | Challenging Internal Audit.

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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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Barrick Gold must pay Ian Hannam’s firm $2mn in deal dispute

Financial Times M&A

Court rules advisory firm played role in merger between Canadian miner and Randgold

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Del. Justices Told Conflicts Tainted AstraZeneca Co.'s $3B Sale

Law 360 M&A

A stockholder class attorney told Delaware's Supreme Court on Wednesday that a vice chancellor never addressed the undisclosed conflicts cited in a Court of Chancery suit accusing AstraZeneca PLC of lining up a conflicted, underpriced $3 billion sale of clinical stage biopharmaceutical venture Viela Bio Inc.

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Arman Alizadeh

LaPorte

At LaPorte, our employees are more than just part of the teamtheyre the heart of everything we do. Each individual brings unique skills, experiences, and… The post Arman Alizadeh first appeared on LaPorte.

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Capital One Nearly Bought Frank For $125M, Javice Jury Told

Law 360 M&A

A Capital One investment banker told a New York federal jury on Wednesday that the lender was eyeing student financial aid startup Frank for a potential $125 million acquisition before backing out, $50 million less than what JPMorgan Chase & Co. ultimately paid for the company, the result of what prosecutors say was a scheme to fraudulently induce JPMorgan to make the purchase.

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2025 M&A Outlook for CPG: Opportunities and Challenges 

Class VI Partner

Key insights The mergers and acquisitions (M&A) landscape for the consumer packaged goods (CPG) sector is evolving rapidly. Economic trends, consumer behavior shifts, and industry-specific factors are reshaping how deals are initiated, structured, and executed.

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Del. Senate Panel Sends Corp. Law Overhaul To Full Chamber

Law 360 M&A

Delaware legislation that could narrow stockholder opportunities to sue state-chartered corporations for fiduciary duty breaches or access to books and records moved to the state's full Senate on Wednesday after a less than 90-minute committee hearing that leaned toward the bill's supporters.

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Talking with Johan Tjärnberg, Group CEO of Trustly: Breaking barriers

Mckinsey and Company

The Swedish payments veteran talks about using the power of open banking and account-to-account payments to remove friction from commerce and money movement.

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Live Nation Calls DOJ 'Delay Tactics' Claim 'Groundless'

Law 360 M&A

Live Nation Entertainment assailed the U.S. Department of Justice for claiming "out of the blue" that the company is slow-walking its discovery obligations in the government's New York federal court monopolization suit centered on the 2010 purchase of Ticketmaster.

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New CDIs Related to M&A

Cooley M&A

Corp Fin has just posted some new CDIs related to M&A transactions, more specifically, a revised CDI related to Form S-4 and lock-up agreements and a new group of CDIs related primarily to material changes in tender offers. To see a summary of the CDIs, please see the full blog post published on Cooley PubCo.

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5 Merger Deal Considerations In Light Of The New HSR Rules

Law 360 M&A

Now that the new Hart-Scott-Rodino Act rules are in effect, current priorities include earlier preparation for merging parties, certain confidentiality covenants, and key elements of letters of intent and term sheets, say attorneys at Fried Frank.

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Davis Polk Discusses SEC’s Crypto Assets and Cyber Unit

Reynolds Holding

Changes to the SECs specialized crypto enforcement unit signal a reduced focus on non-fraud crypto cases and increased prioritization of traditional cybersecurity issues, use of emerging technologies to defraud retail investors and crypto cases involving fraud. On February 20, 2025, the SEC formally announced the creation of the Cyber and Emerging Technologies Unit (CETU) , a repurposed version of the Crypto Assets and Cyber Unit.

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Kirkland Guides Clearwater On $685M Investment Tech Buy

Law 360 M&A

Clearwater Analytics said Wednesday it has agreed to pay $685 million across two strategic acquisitions that it said will transform its investment management technology platforms amid a surge in institutional investors seeking alternative assets.

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Kalaris and AlloVir Announce Stockholder Approval of Merger

Benzinga

PALO ALTO, Calif. and LEXINGTON, Mass., March 12, 2025 (GLOBE NEWSWIRE) -- Kalaris Therapeutics, Inc. ("Kalaris"), a clinical-stage biopharmaceutical company dedicated to the development and commercialization of treatments for prevalent diseases of the retina, and AlloVir, Inc. (NASDAQ: ALVR ) announced today the results for the proposals voted upon by AlloVir stockholders at a Special Meeting of Stockholders held on March 12, 2025.

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Uber Drops $950M Foodpanda Buy Over Regulatory Issues

Law 360 M&A

German food delivery platform Delivery Hero SE has confirmed that ride-sharing giant Uber Technologies Inc. has decided to terminate its agreement to acquire Delivery Hero's Taiwanese Foodpanda for $950 million, citing regulatory hurdles.

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Global Credit Union and First Financial Northwest, Inc. Announce Receipt of Final Regulatory Approval for Transaction

Benzinga

ANCHORAGE, Alaska and RENTON, Wash., March 12, 2025 (GLOBE NEWSWIRE) -- Global Federal Credit Union ("Global") and First Financial Northwest, Inc. (the "Company") (NASDAQ GS: FFNW), the holding company for First Financial Northwest Bank (the "Bank"), jointly announced today that Global received the required regulatory approval from the National Credit Union Administration ("NCUA") for its acquisition of substantially all of the assets and assumption of substantially all of the liabilities (inclu

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Skadden-Led Scopely Buying Pokémon Go Biz In $3.5B Deal

Law 360 M&A

Skadden-led Scopely said Wednesday it has agreed toacquire the games business of Niantic, the company behind Pokmon Go and other popular mobile game titles, in a deal Scopely valued at $3.5 billion.

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‘My word is my bond’: the world of deal mandates

Financial Times M&A

Plus, inside Donald Trump Jrs web of lucrative investments and the German defence company flourishing from Europes security concerns

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M&A Trends: Dealmaking Off to a Slow Start

John Jenkins

There was a lot of optimism among dealmakers heading into 2025, but according to reports from last week’s Tulane Corporate Law Institute the chaotic first six weeks of the Trump administration appear to have put a damper on things. Here’s an excerpt from a U.S.

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Shadow SEC Statement No. 2 (March 13, 2025): THE CRISIS DEEPENS AS SEC STAFF AND BUDGET CUTS ARE DIRECTED

Reynolds Holding

With growing concern, we fear that we are watching the SEC face a death by 1,000 cuts. No, we do not mean that the SEC is likely to be abolished by either executive or legislative action (although the Department of Education is facing just such a prospect). Rather, we mean that the SEC is on the verge of being shrunk by both budget cuts and mandated staff reductions, while it is losing its traditional independence (as an Executive Order now requires any policy decision to be approved in advance