Mon.Sep 09, 2024

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Relative TSR Awards: Challenges and Trade-Offs

Harvard Corporate Governance

Posted by Szu Ho, Ira Kay, and Joadi Oglesby, Pay Governance LLC, on Monday, September 9, 2024 Editor's Note: Szu Ho is a Principal, Ira Kay is a Managing Partner, and Joadi Oglesby is a Consultant at Pay Governance LLC. This post is based on their Pay Governance memorandum. Introduction Thousands of companies, including more than 70% of the S&P 500 companies, grant performance stock units (PSUs) with relative total shareholder return (TSR) or stock price performance-vesting conditions.

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Greed, Gluttony and the Crackup of Red Lobster

NYT M&A

How missed opportunities, a $1.5 billion real estate deal, all-you-can-eat shrimp and the global pandemic sank the country’s largest seafood chain.

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Rewriting the Rules for Corporate Elections

Harvard Corporate Governance

Posted by Ben Bates (Harvard Law School), on Monday, September 9, 2024 Editor's Note: Ben Bates is a Research Fellow at the Harvard Law School Program on Corporate Governance. This post is based on his recent paper. For the last decade and a half, boards of directors have been gradually rewriting their companies’ election bylaws. Specifically, boards have gradually added more and more disclosure requirements that shareholders must meet in order to nominate alternative board candidates.

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Google’s Ad Technology to Be Challenged in Second Antitrust Trial

NYT M&A

In a second antitrust trial that starts on Monday, the Justice Department has called for a breakup of the tech giant, which it says controls the vast majority of online advertising.

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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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Stakes Rising In The US-China AI Race

Global Finance

The intensifying competition between the United States and China over artificial intelligence (AI) is not merely an extension of their long-standing trade disputes; it is a critical battle that could reshape global power dynamics. Two recent developments have amplified the significance of this struggle: the war in Ukraine, which has vividly illustrated how AI, particularly in the form of AI-enhanced drones, can be weaponized, underscoring the technology’s lethal potential in modern warfare; and

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How Methods Are Evolving In Textualist Interpretations

Law 360 M&A

Textualists at the U.S. Supreme Court are increasingly considering new methods such as corpus linguistics and surveys to evaluate what a statute's text communicates to an ordinary reader, while lower courts even mull large language models like ChatGPT as supplements, says Kevin Tobia at Georgetown Law.

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Pa. Nursing Home Chain Gets OK For October Facility Auction

Law 360 M&A

A federal bankruptcy court has approved the sale of eight nursing homes in Western Pennsylvania and West Virginia as part of their owners' Chapter 11 reorganization, according to court orders issued Friday and Monday.

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Corporate Treasurers Proceeding With Caution

Global Finance

Corporate treasury professionals are reassessing investment strategies to stay agile and conserve cash amid interest rate shifts and geopolitical uncertainty. Huge interest rate shifts and geopolitical uncertainties have prompted a major rethink by corporate treasurers as they steer their companies through an economic landscape that exposes them to risk and opportunity in equal measure.

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If Everyone Agreed All the Time, Would Appraisers Be Necessary?

BV Specialists

It’s fortunate for those in the professional valuation industry that people have different opinions and perspectives on the same topics. Otherwise, there would be a lot less demand for independent appraisal work. In this utopian fantasy world, certified and accredited valuation reports would still be needed in certain markets, such as accounting, banking, and insurance requirements; however, much of the litigation work that appraisers take on would essentially be eliminated altogether.

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The Treasury Function Gets Strategic

Global Finance

New tools and techniques, including AI and ML, are helping treasurers to optimize cash flow—and giving them a bigger role in strategic business decision making. Not that long ago, corporate treasurer—the top slot in every company’s green-eyeshade corps—was about the last position most observers would tag as strategic. While the job has always had a strong risk-management component, the basic task was simple: making sure the company has cash available, when and where it’s needed.

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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 Stoked by HUD, Cottage Industry Shakes Down Mom-and-Pop Appraisers by steve

Appraisers Blog

some are now living the nightmare…these law firms have seemingly unlimited funds to keep the heat on once the lawsuit is filed.in the case that’s on going now they also moved the goal post.it started out ” your appraised value is impossibly low “…now that they realize the lower value was correct and they want to move the goal post…I think it’s because they’re becoming desperate knowing there was never a reason to file this lawsuit in the first plac

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EXCLUSIVE: Reliance Global Cuts Cash Payment for Spetner Deal, Expects Revenue to Double

Benzinga

Reliance Global Group, Inc (NASDAQ: RELI ) (NASDAQ: RELIW ) provided an update on the pending acquisition of Spetner Associates, including a significant reduction in the upfront cash payment required to close the transaction. Reliance Global is an InsurTech provider that leverages artificial intelligence and cloud-based technologies to transform and improve efficiencies in the insurance agency/brokerage industry.

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Comment on Objectionable Valuations Become Hate Speech, Inflating Home Prices by Bryan

Appraisers Blog

The censorship of appraisers has done real damage to borrowers & the purchasers of bonds issued by the government-sponsored mortgage giants.

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Post Holdings Drives Growth With Strategic Moves and Strong Brands

Benzinga

Post Holdings, Inc. (NYSE: POST ) is propelled by strategic initiatives amid a volatile consumer landscape marked by inflation, evolving preferences, and heightened competition in the staples sector. The company's established brand presence enables it to maintain a stable market position in the sector known for steady demand, as consumer staples are essential in daily life.

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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 Stoked by HUD, Cottage Industry Shakes Down Mom-and-Pop Appraisers by Pat

Appraisers Blog

The harassment campaign aims to accelerate loan approvals, circumventing the appraisal process, which they view as an unnecessary obstacle.

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Pembina Strikes Major Deal To Boost Oil And Gas Infrastructure: Details

Benzinga

Pembina Pipeline Corporation (NYSE: PBA ) shares are trading higher after the company disclosed that its joint venture, Pembina Gas Infrastructure Inc. (PGI), reached agreements with Veren Inc. and its affiliates. PGI is a Western Canadian-focused gas processing entity jointly owned by Pembina and KKR & Co. (NYSE: KKR ). The deal includes the acquisition of Veren's Gold Creek and Karr area oil batteries, with a net purchase price of CAD$400 million (CAD$240 million net to Pembina), and

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Comment on I’ve Retired & I’m So Glad I Did by Pete C

Appraisers Blog

What we got, was 30+ years of complaints from the lenders and politicians who blamed appraisers for all of the lenders and political wrong doings.

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Progress Software's Big Bet: Acquires ShareFile For $875M While Hitting Pause On Dividends

Benzinga

Progress Software Corporation (NASDAQ: PRGS ) shares are trading lower on Monday. The company entered a definitive deal to acquire ShareFile for $875 million, in a combination of cash and an existing revolving credit facility. ShareFile offers SaaS-native, AI-powered document-centric collaboration for sectors including business services, financial services, healthcare, and construction.

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Estate Planning Q&A: Family limited partnerships explained

LaPorte

(authored by RSM US LLP) Lifetime gifting with the use of family limited partnerships? Make sure there are no strings attached. The post Estate Planning Q&A: Family limited partnerships explained first appeared on LaPorte.

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SES, Intelsat Tell FCC They Need $3.1B Combo To Compete

Law 360 M&A

Satellite companies SES and Intelsat told the Federal Communications Commission they need regulators to approve their $3.1 billion merger, which was announced this spring, so they can better compete in a quickly advancing marketplace.

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How to Calculate and Improve SaaS Revenue Churn

Lighter Capital

Revenue is the lifeblood of a SaaS business. Making strategic decisions requires knowing how much revenue your customers are bringing in, and even more importantly, how revenue is churning, or bleeding out of your business when customers cancel or don't renew their subscriptions. High revenue churn can suck the life out of your SaaS business, so it’s important to suss out issues early.

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Exec Denied New Trial In 'Shadow Trading' Case, Fined $321K

Law 360 M&A

A California federal judge on Monday denied a new trial request from an ex-Medivation Inc. executive found to have used the pharmaceutical company's inside information when he bought a rival's stock, and also ordered him to pay a $321,000 penalty in the U.S. Securities and Exchange Commission's "shadow trading" case.

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Wishful Thinking and the Time Value of Money

Auto Dealer Valuation Insights

Our most faithful readers may recall our August 2019 post about the Nordstrom family preparing a bid to increase its ownership in the eponymous publicly traded retailer. At that time, an independent board committee was evaluating a proposal under which the Nordstrom family would acquire shares to push its ownership from approximately 31% to over 50% of the outstanding shares.

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Increased IPOs In '24 Shows Importance Of Strategic Planning

Law 360 M&A

Initial public offerings, debt issuances and M&A activity so far in 2024 have shown substantial increases over comparable periods in 2023, highlighting why counsel should educate clients on market trends and financing alternatives to proactively prepare them to be ready to take advantage of opportunities, say attorneys at Skadden.

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Mercer Capital to Sponsor and Attend the It’s All Relative Family Business Symposium

Auto Dealer Valuation Insights

Mercer Capital is sponsoring and attending the 3rd annual It’s All Relative Family Business Symposium presented by the University of Mississippi’s Center of Innovation and Entrepreneurship. The conference will be held September 10-11, in Oxford, Mississppi. Mercer Capital’s Travis W. Harms, CFA, CPA/ABV and John T. (Tripp) Crews, III, ABV are attending.

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Court Won't Nix Flyers' Case Over JetBlue-American Pact

Law 360 M&A

A New York federal court has refused to toss a proposed class action from airline passengers who allegedly overpaid for flights while an agreement was in place between JetBlue and American Airlines, an alliance the airlines dropped after a successful government challenge.

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Enterprise AI: Are we at the crest or the trough?

Global Finance

The rise of enterprise AI AI adoption in banks has been supercharged by generative AI. But is this just another short-lived and overhyped technology? Or is it truly the start of a new revolution in financial services? The financial services industry has had several similar moments in the past decade, yet not all of them have resulted in true transformation.

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7-Eleven Says No To Talks With Couche-Tard After $40B Denial

Law 360 M&A

After rejecting a nearly $40 billion buyout offer from Alimentation Couche-Tard Inc. last week, the parent company of 7-Eleven told the Canadian retailer Monday that it hasn't yet brought forth an offer that warrants "substantial discussions.

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The Czech Republic: Looking To Diversify

Global Finance

Czechia engineers a shift from heavy industry to green energy and high tech as it recovers from last year’s recession. In the years between the world wars, Czechoslovakia was the economic powerhouse of Central Europe, synonymous with such names as Skoda Autos, Tatra Truck, Jawa Motorcycles, Bata Shoes, and Bohemia Crystal, with the region’s highest living standard.

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Handbag Market Probed As FTC's $8.5B Merger Hearing Starts

Law 360 M&A

A New York federal judge heard dueling narratives about the existence of an "accessible luxury" handbag market Monday, as the Federal Trade Commission seeks to halt a proposed $8.5 billion merger between the owners of Michael Kors and Coach.

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Methanex To Buy OCI's International Methanol Business For $2.05B: Details

Benzinga

Methanex Corporation (NASDAQ: MEOH ) disclosed that it has entered into a definitive agreement to acquire OCI Global ‘s international methanol business for $2.05 billion. The deal encompasses OCI’s stakes in two major methanol facilities in Beaumont, Texas, one of which also produces ammonia, along with a low-carbon methanol production and marketing business and an idled methanol facility in the Netherlands.

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Catching Up With Delaware's Chancery Court

Law 360 M&A

Delaware's Court of Chancery made some expensive decisions last week, ranging from a $130 million stockholder award and a freeze on $450 million in equity financing to a whopping $1 billion bill for fraud and breach of contract damages. New cases aimed at Virgin Galactic, settlements pulled in Hemisphere Media Group Inc. and court hearings involving Apollo Global Management heated up.

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Business Valuation for Selling an Auto Parts Wholesale Business

Peak Business Valuation

If you own an auto parts wholesale business , you are in a unique position to capitalize on strong demand for the industry. The multi-billion-dollar auto parts wholesale industry helps fuel downstream markets that are essential for daily transportation. As such, auto parts wholesalers are valuable businesses, and selling one can be very profitable. If you are ready to sell your auto parts wholesaler, the next step is to receive an auto parts wholesale business valuation.

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DLA Piper, Kirkland Guide $875M Cloud Software Deal

Law 360 M&A

DLA Piper is representing artificial intelligence-powered infrastructure software company Progress on a new agreement to buy ShareFile, a business unit of Cloud Software Group Inc., for $875 million, with Kirkland & Ellis LLP advising the seller, Progress said in a Monday statement.

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