Harvard Corporate Governance

FEBRUARY 12, 2024

Posted by Michael R. Levin, The Activist Investor, on Monday, February 12, 2024 Editor's Note: Michael R. Levin is the Founder and Editor of The Activist Investor. This post is based on his TAI memorandum. Related research from the Program on Corporate Governance includes Universal Proxies (discussed on the Forum here ) by Scott Hirst. For over a year, we and others speculated ESG proponents would pounce on universal proxy card (UPC) as a way to escalate efforts to exert influence over compani

145

145

Mckinsey and Company

FEBRUARY 12, 2024

McKinsey’s latest findings on organizational health demonstrate that it remains the best predictor of value creation and a sustainable source of competitive advantage in today’s global marketplace.

144

144

Harvard Corporate Governance

FEBRUARY 12, 2024

Posted by John Kelsh, Claire Holland, and Christine Duque, Sidley Austin LLP, on Monday, February 12, 2024 Editor's Note: John Kelsh is a Partner, Claire Holland is Special Counsel, and Christine Duque is a Senior Managing Associate at Sidley Austin LLP. This post is based on a Sidley memorandum by Mr. Kelsh, Ms. Holland, Ms. Duque, Sonia Barros , Corey Perry and Andrea Reed.

Equity 124

Equity Marketability 124

NYT M&A

FEBRUARY 12, 2024

Diamondback Energy and Endeavor Energy Resources are both major players in the booming Permian Basin.

Mergers & Acquisitions 138

Mergers & Acquisitions 138

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.

Marketability

Harvard Corporate Governance

FEBRUARY 12, 2024

Posted by Buhui Qiu (University of Sydney), on Monday, February 12, 2024 Editor's Note: Buhui Qiu is Professor of Business and Finance and Director of Doctoral Studies at the University of Sydney Business School. This post is based on a working paper by Iftekhar Hasan , Haekwon Lee , Professor Qiu, and Anthony Saunders. The profound shifts in climate patterns and the escalating severity of natural disasters, such as wildfires and flooding, constitute an increasingly pressing threat to both human

Finance 124

Finance 124

The Guardian M&A

FEBRUARY 12, 2024

Diamondback Energy to buy Endeavor Energy Resources, after IEA warning against new fossil fuel developments Business live – latest updates Two American oil and gas companies have said they will merge in a $26bn (£21bn) deal, the latest in a wave of acquisitions designed to buy up the best land for drilling. Diamondback Energy has agreed to buy Endeavor Energy Resources in a takeover that will create a company with a value of about $50bn (£40bn).

109

109

Benzinga

FEBRUARY 12, 2024

Gilead Sciences (NASDAQ: GILD ) has announced an acquisition of CymaBay Therapeutics (NASDAQ: CBAY ) that is expected to be completed in Q1 of 2024. Under the terms of the agreement, Gilead Sciences has agreed to give CymaBay Therapeutics $4.30 billion in cash in exchange for CBAY stock. About The Companies Involved Gilead Sciences develops and markets therapies to treat life-threatening infectious diseases, with the core of its portfolio focused on HIV and hepatitis B and C.

Marketability 97

Marketability 97

LaPorte

FEBRUARY 12, 2024

(authored by RSM US LLP) Banks and insurance companies would see a simplification of their tax reporting of credit losses under proposed regulations. The post Bad debt tax deduction method proposed for financial institutions first appeared on LaPorte.

Banking 97

Banking 97

Mckinsey and Company

FEBRUARY 12, 2024

We all know the best decisions are data driven. So why are so few leaders making good use of their analytics teams?

132

132

BV Specialists

FEBRUARY 12, 2024

For new business owners, it can take years to finally reach a point where a certain level of success is reached, and all the hard work and long hours finally pay off. Success is measured in different ways and can be fleeting or inconsistent. There are many reasons why success is eventually achieved, the most obvious being dedication, relationship building, and developing a competitive edge that sets your company apart from the rest.

Equity 89

Equity 89

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

Corporate Finance

Machen McChesney

FEBRUARY 12, 2024

In today’s uncertain marketplace, many businesses are stashing operating cash in their bank accounts, even though they might not have imminent plans to deploy their reserves. However, excessive “rainy day” funds could be an inefficient use of capital. Here’s a systematic approach to help estimate reasonable cash reserves and maximize your company’s return on long-term financial positions.

Banking 86

Banking 86

Appraisers Blog

FEBRUARY 12, 2024

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

Appraisal 86

Appraisal 86

Financial Times M&A

FEBRUARY 12, 2024

Drug developers raised $6bn in January, helped by a rebound in merger activity

104

104

Appraisers Blog

FEBRUARY 12, 2024

In reply to Robert Mossuto Jr. Not necessarily an appraisal problem. Often times it is an uneducated client/UW/agent/seller/buyer problem. Those ALL play factors in the # of ROV requests, despite how well an appraisal is written.

Appraisal 62

Appraisal 62

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.

Marketability

Machen McChesney

FEBRUARY 12, 2024

Businesses basically have two accounting methods to figure their taxable income: cash and accrual. Many businesses have a choice of which method to use for tax purposes. The cash method often provides significant tax benefits for eligible businesses, though some may be better off using the accrual method. Thus, it may be prudent for your business to evaluate its method to ensure that it’s the most advantageous approach.

59

59

Appraisers Blog

FEBRUARY 12, 2024

In reply to Robert Mossuto Jr. Not always a compliance problem on the appraisers end. As one comment earlier said it is more of an educational or understanding of the process versus compliance. Not all requests that come through on the letter of engagement or the define scope of work fall within or comply with guidelines set by GSE’s or USPAP. Sometimes ROVs are issued from the AMC because they are acting as an advocate.

Compliance 62

Compliance Appraisal 62

Sun Acquisitions

FEBRUARY 12, 2024

In business acquisitions, the adage “knowledge is power” holds. Whether you’re a buyer or a seller, understanding the intricacies of various financing models is not just advantageous – it’s imperative. This article delves into educating buyers and sellers about financing models in business acquisitions. Financial Literacy: The Backbone of Informed Decision-Making Financial literacy is the foundation of sound decisions in business acquisitions.

Finance 59

Finance Private Equity Firm Fair Market Value Equity 59

Farrel Fritz

FEBRUARY 12, 2024

More often than not, the centerpiece of an intra-owner business dispute is a claim that those in control of the business breached their fiduciary duties to the company or the minority owners. While often easy to assert, the breach of fiduciary duty claim is subject to incredibly nuanced legal theories, including those surrounding agreed-upon conduct, safe harbors, conflicts of interest, business judgment, reasonable means, and different standards of review.

Marketability 59

Marketability 59

Benchmark Report

FEBRUARY 12, 2024

Benchmark International successfully facilitated the acquisition of Litson Group. Watch as founder Mike Litson shares his experience selling his company with Benchmark International.

59

59

Financial Times M&A

FEBRUARY 12, 2024

Large acquisition targets have become scarce commodities in the Permian Basin

90

90

Law 360 M&A

FEBRUARY 12, 2024

Gilead Sciences Inc. said Monday that it has agreed to purchase liver disease-focused clinical-stage biopharmaceutical company CymaBay Therapeutics Inc. for $4.3 billion in cash.

52

52

Lighter Capital

FEBRUARY 12, 2024

Equity dilution is simply the result of supply and demand. A startup founder begins the entrepreneurial journey owning 100% of the company, or a split of that if there are co-founders in the mix. To grow the business, founders and co-founders often sell an ownership stake in the company, or equity , to investors to raise capital; many will also issue equity to hire and compensate early team members.

Equity 52

Equity Start-ups Finance Marketability 52

Law 360 M&A

FEBRUARY 12, 2024

Neurology services company Assure and wellness platform Danam Health said Monday that they will merge in a deal valuing the combined company at roughly $150 million, led by respective legal advisers Dorsey & Whitney LLP and Dykema & Gossett PLLC.

52

52

Auto Dealer Valuation Insights

FEBRUARY 12, 2024

We hope you enjoyed some steaks or chicken wings this past Super Bowl Sunday (Americans consume only 1.25 billion wings alone on the big day). Super Bowl LVIII was the first ever in Las Vegas, perhaps marking the city’s final shift from the “Sin City” of old to an entertainment-focused luxury destination. Gone are the days portrayed in Martin Scorsese’s Casino.

Capital Structure 52

Capital Structure 52

Law 360 M&A

FEBRUARY 12, 2024

Consumers suing Live Nation and Ticketmaster in a proposed antitrust class action have told the Ninth Circuit that a district court correctly ruled the companies' failure to tell ticket buyers it was switching to a new arbitrator is "procedurally unconscionable to an extreme degree.

52

52

Benzinga

FEBRUARY 12, 2024

ContextLogic Inc (NASDAQ: WISH ) shares are rocketing today after the company planned to sell substantially all of its operating assets and liabilities related to its Wish ecommerce platform for about $173 million. In particular, the company inked a deal with Qoo10, an ecommerce platform operating localized online marketplaces in Asia, for the divestment.

eCommerce 52

eCommerce Equity 52

Law 360 M&A

FEBRUARY 12, 2024

A group of claimants in a Texas-based oil driller's Chapter 11 case recently asked a bankruptcy judge to reject the debtor's proposal for reorganization, alleging the plan would unlawfully use their property interests to pay off the company's debts and administrative costs.

52

52

Benzinga

FEBRUARY 12, 2024

Diamondback Energy Inc (NASDAQ: FANG ) disclosed a definitive merger deal with Endeavor Energy Resources, L.P. for around $26 billion, inclusive of Endeavor’s net debt. In particular, the transaction comprises around 117.3 million shares of Diamondback common stock and $8 billion of cash, subject to customary adjustments. Diamondback Energy plans to fund the cash portion of the consideration through a combination of cash in hand, borrowings under its credit facility, and proceeds from term

Net Debt 52

Net Debt Equity 52

Law 360 M&A

FEBRUARY 12, 2024

A Washington state-based fintech firm that provides payment solutions to cannabis retailers failed to pay the final $500,000 in a $7.5 million deal to buy a rival company, according to a breach-of-contract suit filed in Seattle federal court.

52

52

Benzinga

FEBRUARY 12, 2024

Sony Group Corp (NYSE: SONY ) looks to acquire a 50% stake in the music catalog of the iconic pop star Michael Jackson from his estate in a landmark deal valued at over $600 million, marking the largest transaction of its kind in history, as reported by Billboard. This strategic acquisition encompasses Jackson’s song shares and includes the Mijac publishing catalog, which contains tracks from various other artists.

52

52

Law 360 M&A

FEBRUARY 12, 2024

A California federal judge has told Elon Musk that he must appear before the U.S. Securities and Exchange Commission to testify about his $44 billion purchase of the social media platform formerly known as Twitter, waving off the billionaire's assertions that the agency was harassing him via a series of seemingly endless investigations.

52

52

Benzinga

FEBRUARY 12, 2024

Gilead Sciences Inc (NASDAQ: GILD ) agreed to acquire CymaBay Therapeutics Inc (NASDAQ: CBAY ) for $32.50 per share in cash or a total equity value of $4.3 billion. The addition of CymaBay’s investigational lead product candidate, seladelpar for primary biliary cholangitis (PBC) including pruritus, complements Gilead’s existing liver portfolio. “We are looking forward to advancing seladelpar by leveraging Gilead’s long-standing expertise in treating and curing liver disea

Equity 52

Equity 52

Law 360 M&A

FEBRUARY 12, 2024

Information technology security company Bugcrowd announced Monday that it secured a $102 million investment to grow its crowdsourced, artificial intelligence-powered security platform offerings globally.

Finance 52

Finance Technology 52

Benzinga

FEBRUARY 12, 2024

Martin Marietta Materials Inc (NYSE: MLM ) disclosed a deal to acquire 20 active operations in Alabama, South Carolina, South Florida, Tennessee, and Virginia from affiliates of Blue Water Industries LLC (BWI Southeast) for $2.05 billion in cash. On February 9, 2024, the company completed its previously disclosed divestiture of its South Texas cement and related concrete operations to CRH Americas Materials, Inc., a subsidiary of CRH PLC (NYSE: CRH ), for $2.1 billion in cash.

Equity 52

Equity 52