Thu.Sep 05, 2024

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Watch Your Derivatives: The Role 13Fs Play in Detecting Shareholder Activism

Harvard Corporate Governance

Posted by David Farkas, Georgeson LLC, on Thursday, September 5, 2024 Editor's Note: David Farkas is the Head of Shareholder Intelligence at Georgeson LLC. This post is based on an article that was featured in the July/August 2024 issue of The Deal Lawyers. SEC Form 13F public filings can help companies understand whether the threat of a proxy fight is imminent and, crucially, take steps to defend themselves. 13F filings, as they’re known, reveal the share position of institutional investors or

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A look at the technology trends that matter most

Mckinsey and Company

McKinsey’s latest analysis of 15 core technology trends points to a new “influencer” role for generative AI as well as growing interest in robotics and digital trust.

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FTC Noncompete Rule Is Set Aside, But Appeal Is Expected and States May Act

Harvard Corporate Governance

Posted by David E. Schwartz, Parker Rider-Longmaid and Joseph M. Rancour, Skadden, Arps, Slate, Meagher & Flom LLP, on Thursday, September 5, 2024 Editor's Note: David E. Schwartz , Parker Rider-Longmaid , and Joseph M. Rancour are Partners at Skadden, Arps, Slate, Meagher & Flom LLP. This post is based on a Skadden memorandum by Mr. Schwartz, Mr.

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The Power of Expectations: Nvidia's Earnings and the Market Reaction!

Musings on Markets

Last Wednesday (August 28), the market waited with bated breath for Nvidia’s earning call, scheduled for after the market closed. That call, at first sight, contained exceptionally good news, with revenues and earnings coming in at stratospheric levels, and above expectations, but the stock fell in the aftermath, down 8% in Thursday’s trading. That drop of more than $200 billion in market capitalization in response to what looked like good news, at least on the surface, puzzled market observers,

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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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Canadian Chain Store Giant Eyes 7-Eleven Parent In Japan

Global Finance

Canadian convenience store giant Alimentation Couche-Tard (ACT) has set its sights on Seven & i wHoldings, the Tokyo-based parent company of 7-Eleven. If the deal goes through—ACT submitted an offer to buy all outstanding shares of Seven & i last month—it will mark a significant step into Japan’s retail market by a foreign firm, but it wouldn’t be ACT’s first show of interest in the company or Japan.

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5th Circuit Vacates DOL’s Federal 80/20/30 Tip Credit Rule

Trout CPA

Written by Kristen O’Connell, CPP In a landmark decision that significantly impacts employers in the hospitality industry, the Fifth Circuit Court of Appeals’ decision on August 23, 2024, in Restaurant Law Center v. U.S. Department of Labor , vacated the U.S. Department of Labor’s (DOL) 80/20/30 Tip Credit Rule. This ruling introduces potential changes to how employers can compensate tipped employees, particularly in the amount of time they can allocate to non-tip-generating duties while still r

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How Will CECL Affect Your Nonprofit?

LaPorte

CECL, which stands for Current Expected Credit Loss, is an accounting standard that helps entities determine when to record losses from financial assets and other… The post How Will CECL Affect Your Nonprofit? first appeared on LaPorte.

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Biden's Expected Veto Of US Steel Deal Is Hunt For 'Labor Union Votes,' Says Top Japan Official

Benzinga

United States Steel Corporation (NYSE: X ) are down over 16% since Wednesday morning after the Biden administration expressed intentions to block Nippon Steel Corporation 's $14.9-billion acquisition of the American company. This has been referred to as a national security concern by President Joe Biden , who is reportedly awaiting the results of a Treasury review that would grant him power to execute the restriction.

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Why Attorneys Should Consider Community Leadership Roles

Law 360 M&A

Volunteering and nonprofit board service are complementary to, but distinct from, traditional pro bono work, and taking on these community leadership roles can produce dividends for lawyers, their firms and the nonprofit causes they support, says Katie Beacham at Kilpatrick.

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Larry Ellison Will Control Paramount After Skydance Merger

NYT M&A

An F.C.C. filing shows that companies affiliated with Mr. Ellison will own most of the voting interest currently held by Shari Redstone.

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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 Mike Ford, AGA™

Appraisers Blog

In reply to Pat. I don’t see how Pat. An invoice is a bill. Its not normally a part of an appraisal. NO AMC can prevent us from disclosing what we were paid, in the body of the report (text addendum) or transmittal letter.

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Charting a path to the data- and AI-driven enterprise of 2030

Mckinsey and Company

Generative AI has increased the focus on data, putting pressure on companies to make substantive shifts to build a truly data-based organization.

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

Appraisers Blog

In reply to Mike Ford, AGA™. If you’re told to take a formal page out of the report then that’s appraisal direction or violation of appraisal independence??

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Thomas Cook acquired by Polish travel group eSky

Financial Times M&A

Chinese conglomerate Fosun selling former storied brand five years after its collapse

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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 Pat Turner

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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Unilever agrees sale of Russia business to Arnest

Financial Times M&A

Planned exit awaits state approval and would mark a major U-turn for FTSE 100 consumer goods giant

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Asos sells Topshop stake for £135m to help repay debts

The Guardian M&A

Online fashion retailer’s sale of 75% stake to Jack & Jones owner could bring store back to the high street Business live – latest updates Asos has sold a majority stake in Topshop for £135m in a deal that will help it repay debts and could see the brand return to the high street, as fashion retailers struggle after a soggy summer. The online fashion seller said it had sold a 75% stake in Topshop, the group it bought just over three years ago for £330m, to Heartland, an arm of Bestseller, th

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Owner of 7-Eleven rejects $39bn cash offer from Couche-Tard

Financial Times M&A

Japanese company says Canadian rival ‘grossly undervalues’ group with proposal of close to $15 per share

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The Emerging Role of Technology in Enhancing M&A Due Diligence Processes

Sun Acquisitions

In the fast-paced world of mergers and acquisitions (M&A), due diligence is a critical phase where potential risks and opportunities are unearthed. Traditionally, due diligence involved extensive manual review processes, often constrained by time and resource limitations. However, with the rapid advancement of technology, the landscape of M&A due diligence is undergoing a transformative shift.

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7-Eleven’s Japanese owner poised to reject Couche-Tard offer

Financial Times M&A

Special committee reviewing the bid views the offer as insufficient and is concerned about regulatory risk

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This Spirit Maker's Stock Skyrockets 162% In Premarket After Announcing Merger With Mortgage-Tech Company

Benzinga

Shares of Eastside Distilling, Inc. (NASDAQ: EAST ) soared by almost 162% on Thursday during the pre-market following the disclosure of a merger agreement with Beeline Financial Holdings, Inc. , a private mortgage technology firm. Eastside unveiled that the strategic merger is the result of a thorough two-year review of its business portfolio. The merger is in line with Eastside’s objective to enhance stakeholder value and drive substantial growth across various sectors.

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Shari Redstone to receive more than $500mn from Paramount sale

Financial Times M&A

The scion stands to receive $180mn in severance and $350mn for her stake in the studio’s parent company

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Euronet's Ria Expands Reach With PLS Partnership in the United States

Benzinga

Euronet Worldwide, Inc. 's (NASDAQ: EEFT ) Ria Money Transfer ("RIA") inked a deal with a leading community financial services retailer, PLS Financial Services, headquartered in Chicago. Under this new collaboration, RIA will be the exclusive money transfer service provider for more than 200 PLS Check Cashers in the United States. This move bodes well for EEFT as this partnership opens a new channel for Ria to expand money transfer services, which include real-time account deposits

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Verizon agrees to buy Frontier in $20bn deal to expand broadband reach

Financial Times M&A

US telecoms group says transaction will ‘significantly’ increase its fibre footprint ‘across the nation’

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Lithium Americas, GM Face Delays In Closing $330M Deal: 'Mutually Beneficial' Solutions Under Review

Benzinga

Lithium Americas Corp (NYSE: LAC ) and General Motors Co (NYSE: GM ) are facing delays in closing their $330 million Tranche 2 investment. Both parties are looking for “mutually beneficial” solutions as they reassess the deal. The investment was initially structured as an equity deal, but with Lithium Americas’ share price far below expectations, both companies have agreed to extend the decision-making process until year-end.

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What the real estate industry needs to know about experiential retail

Mckinsey and Company

McKinsey senior partner Colleen Baum explains how real estate owners benefit from helping experiential retailers flourish.

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First Majestic Acquires Gatos Silver For $970M, Puts 3 Major Mexico Assets Under One Banner

Benzinga

First Majestic Silver Corp. (NYSE: AG ) has announced an all-stock acquisition of Gatos Silver (NYSE: GATO ) valued at approximately $970 million. The transaction will bolster First Majestic’s position as a leading silver producer and expand its operations in Mexico. Under the agreement, Gatos shareholders will receive 2.55 shares of First Majestic for each share of Gatos held, translating to a total offer value of $13.49 per Gatos share.

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FTC Staff Opposes Indiana Hospital Merger

Law 360 M&A

Federal Trade Commission staff on Thursday urged Indiana's health department to reject Union Health's planned purchase of Terre Haute Regional Hospital LP from HCA Healthcare Inc.

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LPL Financial on Buyout Spree, to Acquire Investment Center

Benzinga

LPL Financial (NASDAQ: LPLA ) considers acquisitions a core part of its business expansion strategy. In sync with it, the company has signed a definitive agreement to acquire The Investment Center, Inc., a broker-dealer and registered investment adviser based in Bedminster, NJ. The acquisition will bring The Investment Center's 240 advisors and nearly $9 billion in assets under LPL Financial's umbrella, reinforcing its strategy of expanding its advisor network and enhancing offerings.

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NC County Says Hospital 'Monopoly' Led To ER Understaffing

Law 360 M&A

A North Carolina county has accused an Asheville hospital of driving up taxpayer-funded ambulance expenses by understaffing its emergency department and forcing paramedics to step into the roles of emergency physicians.

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Comment on Appraisers Landmark $36M Settlement with BofA by John

Appraisers Blog

I was working as a real estate appraiser for BofA at the time of this lawsuit, and I had been working there for several years prior. This lawsuit was a travesty and a disservice to all appraisers, I refused to join as a plaintiff and to this day think the outcome was ridiculous. Due to this lawsuit appraisers across the county, which are an independent group who choose their own work schedules, became clock punchers over night.

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FTC Focus: What Access To Patent Settlements Would Mean

Law 360 M&A

Settling parties should adopt a series of practice tips, including specifying rationales to support specific terms, as the Federal Trade Commission seeks to expand its access to settlements before the Patent Trial and Appeal Board, say Shannon McGowan and David Munkittrick at Proskauer.

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Ensign Adds 8 Facilities in Kansas & Colorado to Expand Footprint

Benzinga

The Ensign Group, Inc. (NASDAQ: ENSG ) announced that it has bought the operations of a nursing facility in Overland Park, KS. It has also acquired the operations of seven nursing facilities in Colorado. All these buyouts (with long-term, triple net leases) had an effective date of Sept. 1, 2024. The 102-bed unit in Kansas, named Prairie Ridge Health and Rehabilitation, boosts ENSG's footprint in the state.

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Colo. Cannabis Co. Manager Stole $150K, Suit Claims

Law 360 M&A

The two marijuana entrepreneurs behind the Euflora chain are once again back in court, with one of them accusing the other of stealing at least $150,000 from their enterprise, possibly to cover unpaid loans and taxes, according to a lawsuit filed in Colorado state court, which claimed the alleged theft comes after a string of erratic behavior.

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