Wed.Jun 12, 2024

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IVSC Perspectives Paper: Inspection of Tangible Assets

IVSC

IVSC has issued a new Perspectives Paper focusing on the inspection of tangible assets in the valuation process. This paper, authored by the IVSC Tangible Assets Board, explores the topic of valuation inspections and considers the benefits and challenges associated with various types of inspections, including traditional physical inspections and technology-based virtual assessments.

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ExxonMobil’s Lawsuit Against its Shareholders: A Cautionary Tale

Harvard Corporate Governance

Posted by Timothy Smith, ICCR, on Wednesday, June 12, 2024 Editor's Note: Timothy Smith is Senior Policy Advisor at the Interfaith Center on Corporate Responsibility (ICCR). On January 21, ExxonMobil filed a case in the Fifth Circuit Court in Dallas, Texas suing two shareholders, Arjuna Capital and Netherlands-based FollowThis, who had dared to file a proposal requesting that the company do more to reduce its greenhouse gas (GHG) emissions to help counter the growing climate crisis.

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Tech services and generative AI: Plotting the necessary reinvention

Mckinsey and Company

The rapid emergence of generative AI has the potential to disrupt a dynamic the sector has relied on for decades, but it also offers an opportunity to tap a lucrative new market.

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Six Early Takeaways from the 2024 Proxy Season

Harvard Corporate Governance

Posted by Diana Lee and Sydney Carlock, Teneo, on Wednesday, June 12, 2024 Editor's Note: Diana Lee is Senior Vice President and Sydney Carlock is a Managing Director at Teneo. This post is by Ms. Lee, Ms. Carlock, Martha Carter , Matt Filosa , and Sean Quinn. Introduction With November’s election on the horizon, the politicization of ESG topics remains a key concern for both investors and corporations.

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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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Managing the risks around generative AI

Mckinsey and Company

The transformational technology will require every member of an organization to be a risk professional.

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2024 Proxy Season: Preliminary Analysis of Say-on-Pay Voting Trends

Harvard Corporate Governance

Posted by Marc Treviño and June Hu, Sullivan & Cromwell LLP, on Wednesday, June 12, 2024 Editor's Note: Marc Treviño is a Partner and June Hu is Special Counsel at Sullivan & Cromwell LLP. Introduction and Note on Data The data on say-on-pay voting and recommendations derives from ISS publications and SEC disclosure with respect to annual meetings of S&P 500 and Russell 3000 companies through May 20, 2024.

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More Trending

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Sony Pictures Acquires Alamo Drafthouse in Lifeline to Cinema Chain

NYT M&A

The deal is the first time in half a century that a traditional Hollywood studio will own a movie theater chain.

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Litigation Inspiration: Attys Can Be Heroic Like Olympians

Law 360 M&A

Although litigation won’t earn anyone an Olympic medal in Paris this summer, it can be worthy of the same lasting honor if attorneys exercise focused restraint — seeking both their clients’ interests and those of the court — instead of merely pursuing every advantage short of sanctionable conduct, says Bennett Rawicki at Hilgers Graben.

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Nonprofits Beware: Protect Tax-Exempt Status During Election Year

Gross Mendelsohn

Many nonprofit organizations have a vested interest in political issues and their outcomes. But it’s important that nonprofit organizations, board members and leaders clearly understand how their campaign-related activities could attract unwelcome IRS scrutiny.

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Oppenheimer, Cybersecurity Co. Settle $12M SPAC Bill Spat

Law 360 M&A

Oppenheimer & Co. and an Israeli cybersecurity company have reached a settlement to end claims that the company refused to pay $12 million in fees for SPAC merger-related services the investment bank provided, according to a New York federal court filing made Wednesday.

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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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Unlocking the power of price transparency data

Mckinsey and Company

Is the future of healthcare consumer-centric?

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Why the Paramount Deal Talks Failed

NYT M&A

After months of negotiations, Shari Redstone walked away from a tie-up with SkyDance. Here’s how a plan to reshape the media conglomerate broke apart.

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Major Overtime Change Will Deeply Affect Employers

Machen McChesney

According to a Department of Labor release , a newly issued rule increases the salary threshold required to exempt a salaried bona fide executive, administrative, or professional employee from federal overtime pay requirements.

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Building a Winning Data Room: Best Practices for Early-Stage Startups

Equidam

For early-stage startups looking to onboard prospective investors, a well-organized data room is an essential tool. It acts as a secure online repository, forming a solid foundation under your pitch and streamlining their due diligence process. When you’re already tackling the many challenges of a founder, and preparing for an imminent raise , making sure your data room is at highest standard can feel overwhelming.

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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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Private equity group Permira’s new bosses

Financial Times M&A

Plus, Golden Goose gears up for its roughly €2bn IPO and social media app BeReal’s real price

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Preparing for the 2030s Depression

Butcher Joseph & Co.

Tristan Tahmaseb discusses a blueprint for succession planning considering ITR Economics prediction of an economic depression in 2030s. The post Preparing for the 2030s Depression appeared first on ButcherJoseph & Co.

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Texas Anesthesia Co. Appealing To Duck FTC Suit To 5th Circ.

Law 360 M&A

U.S. Anesthesia Partners Inc. gave notice Wednesday that it will ask the Fifth Circuit to review a Texas federal judge's mid-May decision refusing to toss Federal Trade Commission allegations of a monopolistic "roll-up" of Lone Star State anesthesia practices.

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Valuation for Buying a Dry Cleaning Business

Peak Business Valuation

Buying a dry cleaning business can be an attractive investment opportunity. It offers essential services to the community and stable returns. Regardless of economic fluctuations, people have a recurring need for clean, crisp clothing. If you have your eyes on a dry cleaning business, a valuation for buying a dry cleaning business is essential. With a dry cleaning business valuation, you can ensure a well-informed investment decision and discover how to succeed in this industry.

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Yale Hospital OK With Merging Scrapped $435M Sale Suits

Law 360 M&A

Yale New Haven Hospital has consented to combining two dueling lawsuits over its stalled $435 million deal to buy three Connecticut facilities operated by California-based Prospect Medical Holdings Inc., agreeing that judicial efficiency and economy is best served by consolidating both entities' claims into one proceeding.

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Matador Resources' $1.9B Deal Expands Oil And Gas Dominance In Texas And New Mexico: Details

Benzinga

Matador Resources Company (NYSE: MTDR ) shares are trading higher after the company disclosed that its subsidiary has entered into an agreement to acquire Ameredev II’s oil and gas properties in Lea County, New Mexico, and Loving and Winkler Counties, Texas, for $1.905 billion. The Ameredev acquisition also includes a 19% stake in Piñon Midstream, LLC, which has assets in southern Lea County, New Mexico.

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FTC Asks 4th Circ. To Pause Novant Hospital Purchase

Law 360 M&A

The Federal Trade Commission has asked the Fourth Circuit to pause Novant Health's purchase of a North Carolina hospital while enforcers appeal an order from the lower court that refused to put the deal on hold for the commission's in-house merger challenge.

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Recent Release of Updated Procedures for Section 355 Private Letter Rulings

Cooley M&A

The US Department of the Treasury (Treasury Department) and the IRS recently released Revenue Procedure 2024-24 (Revenue Procedure) and Notice 2024-38 (Notice) establishing revised standards and procedures for taxpayers seeking private letter rulings for spin-offs intended to qualify for tax-free treatment under Section 355 of the Internal Revenue Code (Code).

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Colo. Tech Co. Says Startup Founder Can't Shield Sale Docs

Law 360 M&A

A Colorado technology company is arguing that the founder of a startup it acquired shouldn't be allowed to withhold nearly half of the documents it is seeking by asserting privilege in his $15 million fraud suit, as he claimed to rely on his law firm's advice when he approved the deal.

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Rebrands gone wrong: When companies miss the mark

Vested

Whether spurred by a desire to stay relevant in a changing market or to distance themselves from a tarnished reputation, rebranding can seem like a simple solution for companies craving change.

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QuantumScape Shareholders Seek Initial OK For $47.5M Deal

Law 360 M&A

Investors of QuantumScape have asked a California federal judge to give the first green light to a $47.5 million settlement to end their class action suit, which alleged published articles revealed the company made false statements about the quality of its batteries and the tests it used to measure performance.

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Skadden Discusses the UK ICO Strategy on AI Governance

Reynolds Holding

Rather than specifically regulating artificial intelligence (AI), the UK government has opted to rely on the existing web of laws and regulations applying to technology across a spectrum of sectors in its jurisdiction. But with this pro-innovation, principles-based approach comes questions that have remained unanswered. Many relate to the application of UK data privacy laws and how AI technology compliance can truly be achieved.

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Okta, Investors Reach $60M Deal In Cyberattack Coverup Suit

Law 360 M&A

Okta Inc. investors have asked a California federal judge to give the first OK to a $60 million settlement reached in a suit alleging the software company misled the certified class about a 2022 cyberattack.

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Looking Under the Hood of Activist Fraud Campaigns

Reynolds Holding

Corporate fraud poses a significant agency cost for stock ownership. Activist short sellers, who conduct and publicize investigative research, play a crucial role in exposing such fraud, in contrast with most short sellers who quietly await price catalysts without public dissemination. These activists publish their findings and engage with market participants to prompt a swift share price drop by encouraging mass stockholder sales.

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Directors Of Defunct Med Tech SPAC Seek Toss Of Del. Suit

Law 360 M&A

Directors of a special purpose acquisition company that merged with now-defunct medical technology company Better Therapeutics Inc. urged Delaware's Court of Chancery on Wednesday to toss a shareholder's suit about the $15 million de-SPAC merger, saying it wasn't like other problematic SPAC deals.

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AGBA/Triller $4bn Merger: The Group files its Preliminary Proxy Statement

Benzinga

LOS ANGELES, June 12, 2024 (GLOBE NEWSWIRE) -- NASDAQ-listed, AGBA Group Holding Limited ("AGBA" or the "Company" or the "Group"), reports that on June 12, 2024, the company filed its preliminary proxy statement for its shareholder meeting to approve its $4,000,000,000 merger of AGBA and Triller Corp. This marks an important milestone in the progress of our combined team at Triller and AGBA as the merger enters the final phase of completion.

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SPAC Dealmakers Expect Modest Pickup After Market Bottom

Law 360 M&A

Market professionals expect a slow pickup in deals involving special-purpose acquisition companies starting in the second half of 2024, predicting on Wednesday that a leaner market will emerge following the recent crash and imposition of tighter regulations.

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Fraud: Integration Clause Doesn’t Bar Claims Based on Future Promises

John Jenkins

Earlier this week, in Trifecta Multimedia Holdings, Inc., et al. v. WCG Clinical Services LLC, (Del. Ch.; 6/24), the Chancery Court held that a standard integration clause was insufficient to bar claims against a buyer premised on its alleged assurances to assist in growing the target’s business post-closing.

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How M&A Attorneys Can Best Serve Self-Funded Searchers

Law 360 M&A

Post-pandemic, and with the so-called great wealth transfer on the horizon, individuals looking for small and midsize businesses to acquire are increasingly going the self-funded route, so deal attorneys must understand the major pain points and unique needs of this demographic, say Kevin Henderson and Eric Pacifici at SMB Law Group.

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Integrated Rail and Resources Acquisition Corp. Announces Extension

Benzinga

WINTER PARK, Fla., June 12, 2024 (GLOBE NEWSWIRE) -- Pursuant to the Investment Management Trust Agreement between Integrated Rail and Resources Acquisition Corp. ("Company") and American Stock Transfer & Trust Company, LLC, dated as of November 11, 2021, as amended on February 8, 2023 (the "Trust Agreement"), the Company received notice from the Company's sponsor, DHIP Natural Resources Investments, LLC, that the Company intends to.

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