July, 2019

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Episode #5: Interview with Adam Nalls

Quantive

Today’s episode is featuring our interview with Adam Nalls as we dive into the best practices when working with your banker and the ins and outs of the lending process as a whole. Check it out!

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Inadequate Cybersecurity and Data Privacy Due Diligence Alleged in Starwood Deal as UK ICO Fines Marriott $125M for GDPR Violations

Cooley M&A

On July 9, 2019, the UK Information Commissioner’s Office (ICO) publicly announced its intent to impose a £99M (approximately $123M) GDPR fine on Marriott as a result of its acquisition of Starwood and the subsequent discovery and notification of a data breach at Starwood. While some may view this as the ICO simply continuing to flex its muscle (in light of news of a £183M (approximately $123M) British Airways fine a day earlier), the Marriott fine and others likely to follow could have signific

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Should You Consider an ESOP as Your Business Exit Strategy?

RC & Co.

ESOP is short for an Employee Stock Ownership Plan and is an employee retirement plan as well as a technique of corporate finance. An ESOP can be used to finance the transition of ownership, raise new equity capital, refinance outstanding debt or acquire productive assets. ESOPs can also be used to increase cash flow by making plan contributions in stock instead of cash.

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A Look at Tax Valuation in Action

Appraisal Rights

In prior posts, we have explained various valuation concepts, including the discounted cash flow (DCF) and comparable company analyses. In this post, we examine how those concepts can be applied for tax purposes. Like an appraisal in Delaware, when determining the fair market value of a closely held corporation or ownership interest in a corporation for tax purposes, tax courts consider a broad array of factors and methods.

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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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FREE Book: When is the Right Time to Sell My Business?

IBG Business

The Most Important Decision a Business Owner Will Ever Make. Sooner or later, as the owner of a privately held company, you are going to sell your business. The thought of it can be overwhelming and confusing. The question is how can you ensure that you receive the best price and most favorable terms with the least amount of stress? Business valuation and sales expert Richard Mowrey shows you exactly when and how to successfully sell your business through an actionable, financially rewarding ser

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The Mystique of Business Valuation for Privately Held Companies

Sun M&A

As a Business Valuation and Merger and Acquisition firm, we often receive the following question from entrepreneurial business owners – how do I know what my business is worth? Business owners are commonly looking for an estimate of value for partnership matters, succession planning or to determine if they should consider selling now or sometime in the future.

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Delaware Chief Justice Strine to Retire From the Bench

Appraisal Rights

Chief Justice of the Delaware Supreme Court Leo Strine has announced he will retire this fall. Readers of the blog will recognize that Chief Justice Strine has been involved in numerous appraisal decisions including Aruba and others and has spoken about the appraisal remedy at length. The Chief Justice was previously a Vice Chancellor , before his elevation to the Delaware Supreme Court.

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Delaware Chancery Decides Jarden Appraisal Case

Appraisal Rights

Vice Chancellor Slights has decided the Jarden appraisal case, a claim stemming from the 2016 sale of Jarden to Newell Rubbermaid Corp. In the opinion , the Vice Chancellor ultimately awarded below merger price, relying on a number of factors and discussing the interplay of merger price, unaffected stock price, discounted cash flow analysis and deal process.

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Chancery Court Issues Ruling in Jarden Appraisal Case

Appraisal Rights

By a July 19, 2019 ruling , Vice Chancellor Slights set the fair value of Jarden Corporation at its unaffected market price of $48.31, below the $59.21 per share value of cash and stock that Newell Rubbermaid had paid to acquire it. The court also performed a DCF analysis that corroborated its valuation. The court was critical of the merger process leading up to this deal and questioned the reliability of a merger-price-less-synergies approach given that factor as well as its findings that there

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Focus on Texas Appraisal

Appraisal Rights

Texas recently forayed into appraisal by applying its statute to a corporation’s plan of merger. Subchapter H of Chapter 10 of the Texas Business Organizations Code provides that a voting shareholder of a for-profit corporation who dissents to a plan of merger is entitled to “obtain the fair value of [its] ownership interest through an appraisal.” TEX.

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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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South African REIT Shareholders Get Positive Appraisal Result

Appraisal Rights

According to the Cape Times, South African real estate investment trust Hospitality Property Fund (“HPF”) was recently ordered by the South African High Court to reinstate certain shareholders and pay them a dividend as the result of an appraisal rights action under Section 164 of the South African Companies Act – that country’s appraisal regime. HPF has combined two classes of its shares, which, under South African law, apparently triggered appraisal rights.

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Are Appraisal Rights the Same as Dissenters Rights?

Appraisal Rights

Yes, in sum. The two terms are often used interchangeably in the literature. Certain countries or jurisdictions have a stronger tradition of referring to these important shareholder rights as either appraisal rights – focusing on the remedy – or dissenters rights – focusing on the entitlement. Arguably, dissenters rights may be thought of as broader than appraisal rights since dissenters rights can encompass remedies other than appraisal.