May, 2020

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What Startups Need to Know About Seeking Financing During the Pandemic

Lighter Capital

In the midst of this global pandemic, startups are working tirelessly to keep their business running. For many, that means securing financing that will help to maintain business continuity today and also extend to future planning. . The health of your business is more important than ever, and the capital choices you make now will have a lasting impact on the trajectory of your company.

Finance 52
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One Tip to Test the Readability of Your Audit Reports

Robert Berry

Reading Time: 2 minutes I felt like a literary loser back in middle and high school. It wasn’t that I failed English class, it’s just that it didn’t inspire me. I remember being given assignments that, in my mind, … One Tip to Test the Readability of Your Audit Reports Read More ยป.

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North Carolina Appraisal Case Awards Deal Price

Appraisal Rights

In April, the North Carolina Business Court issued a decision in an appraisal case stemming out of Reynolds Americanโ€™s 2017 merger with British American Tobacco. The court ultimately awarded deal price. The Buyer was a 42% shareholder but did not control the Company. The Seller conducted no auction or market check. The Court ultimately deferred to the price negotiated by a Special Committee, citing certain decisions interpreting both North Carolina and Delaware law.

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The Significance of Invested Capital Growth

Andrew Stolz

This is a Valuation Master Class student essay by Lim Lee Bin. Lee Bin wrote this essay in Module 2 of the Valuation Master Class. Invested Capital Growth is one of the most important forecasts in firm valuation. In this essay, I will explain the fundamentals of invested capital growth, its importance, and how to forecast it. Invested Capital Growth and its Impact on Stock Price.

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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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How to Value Your Business โ€“ Market Approach

Biz Worth

There are three approaches that are used when valuing a business. This video focuses on the market approach. So, what exactly is the market approach? The market approach is valuing a business based on references to other comparable guideline companies. Those could be either public or private, but you're looking for companies that are comparable. In this video weโ€™ll walk through what the advantages are for the market approach.

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Delaware Court of Chancery Strictly Construes Right to Discovery of Stockholders Represented By a Contractually Created โ€œShareholder Representativeโ€

Shephard Mullin M&A

Merger agreements involving acquisitions of private companies often contain terms creating post-merger obligations or โ€œearnoutsโ€ in favor of certain classes of selling stockholders. To address potential claims that may arise from such post-merger arrangements, selling stockholders typically designate a โ€œshareholder representativeโ€ to handle such claims on their behalf pursuant to specifically delineated rights and duties.

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Are you auditing your biggest reputation risks?

Robert Berry

Reading Time: 4 minutes โ€œSocial media is the biggest risk your organization faces.โ€ This is how I started a presentation at the Institute of Internal Auditors, Pensacola, Florida chapter meeting. At that moment I felt like I was on … Are you auditing your biggest reputation risks? Read More ยป.

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Do Delaware Conversions and Domestications Offer Appraisal Rights? Not under Delaware law.

Appraisal Rights

Business Law Today previously posted this piece discussing key Delaware General Corporate Law differences between merger, conversions and domestications. A sometimes forgotten reason for a merger or other major corporate action is to change the jurisdiction of incorporation and thus, usually, the regulatory or tax regime associated with it. Mergers effectuated even for this purpose may carry appraisal rights if they trigger DGCL 262.

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Issues faced when valuing a declining company

Andrew Stolz

This is a Valuation Master Class student essay by Lim Lee Bin from June 16, 2018. Lee Bin wrote this essay in Module 4 of the Valuation Master Class. Most valuation models are built for the healthy, on-going company. When used to value a declining company, analysts will face special challenges as the characteristics of a declining company will cause some of the valuation modelโ€™s assumptions to break down.

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How to Value Your Business โ€“ Income Approach (Part 2)

Biz Worth

Certified Business Valuators utilize three approaches when valuing your business. Here we do an in-depth review of the Income Approach which is focused on valuing a business based on the future anticipated economic benefits such as cash flow. This video focuses on the Discounted Cash Flow method and provides an example of a business that was valued using this method.

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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 canโ€™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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SEC Adopts Final Amendments for M&A Financial Statement Disclosure

Cooley M&A

Yesterday, once again without an open meeting, the SEC voted (with a dissent from Commissioner Allison Lee) to adopt amendments to the requirements for financial statements relating to acquisitions and dispositions of businesses. According to the press release , the amendments are intended to improve disclosure of financial information, facilitate more timely access to capital and reduce the complexity and costs to prepare the disclosure.

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Know and Maximize Your Runway

Lighter Capital

Itโ€™s a difficult and confusing time to be an entrepreneur. People are relying on you. Investors may be pressuring you or showering you with advice (solicited or not). Youโ€™re reading expert opinions, and finding that many experts disagree. Weโ€™re all yearning for a crystal ball. Whatโ€™s next for 2020? A U-shaped recession. A V-shaped recession. Or even a W-shaped recession.

Finance 52
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The Importance of Audit Workpapers

Robert Berry

Reading Time: 2 minutes Internal Audit documentation can become evidence in an investigation at a moment’s notice. Work performed years ago can once again become relevant based on new information. As a result, all audit work papers should be … The Importance of Audit Workpapers Read More ยป.

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Further Coverage of Canadian Appraisal and the Impact of Interoil

Appraisal Rights

We previously wrote about the Interoil decision, where the Yukon Court of Appeal overturned a decision applying a discounted cash flow analysis to a Canadian appraisal proceeding, holding that the trial court failed to give proper consideration of merger price. Discussion of the Interoil decision has been significant among Canadian and international law firms, including pieces discussing: Interoil may provide a โ€œroadmapโ€ for Canadian appraisal decisions.

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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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Investment in Commodities

Andrew Stolz

This is a Valuation Master Class student essay by Kitipop Sriparn from March 6, 2020. Kitipop wrote this essay in Module 2 of the Valuation Master Class. Commodities are alternative investments. They can provide significant benefits to the portfolioโ€™s diversification as well as inflation protection. They can also be used to trade based on the macroeconomic view of traders, such as arbitrageurs or speculators.

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Social Distancing From a (Supposed) Life Partner: Early Lessons From Deals Terminated and On the Rocks in the COVID-19 Era

Cooley M&A

In โ€œLa La Land,โ€ Damien Chazelleโ€™s Oscar winning film, the audience thinks it has a formulaic Hollywood love story on its hands: boy and girl meet; boy and girl fall in love; boy and girl break up; and boy and girl get back together. But in a twist on the classic love story, boy and girl never get back together, and although they still might love each other on some level, itโ€™s clear they will never find their way back to each other because of, well, life.

Finance 40
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Whataday for Special Committees: Salladay v. Lev Clarifies Committee Formation Requirements in Non-MFW Scenarios

Cooley M&A

In late February as the COVID-19 pandemic was accelerating, the Delaware Chancery Court issued an important decision that is likely to impact transactions during the expected recession. In Salladay v. Lev , C.A. No. 2019-0048-SG (Del. Ch. Feb. 27, 2020) (โ€œSalladayโ€), the court held that a conflicted transaction โ€“ not involving a controlling shareholder โ€“ could only be cleansed through the use of a special committee under Trados II [ 1 ] if the special committee was constituted ab initio (i.e., f

Finance 40