April, 2019

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Episode #2: Interview with Katy Herr

Quantive

We sat down with Katy Herr of Audacia Strategies to discuss how she came to be in the communications world and what her best practices are when it comes to helping companies that are going through transitions with investor relations and strategic communications. Be sure to subscribe!

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An Analysis of the Aruba Decision

Appraisal Rights

The Financial Times [$$] reported on the Delaware Supreme Court’s ruling addressing the efficient markets hypothesis in an article analyzing the Aruba decision.

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Law360 and Law.com Cover Aruba Decision

Appraisal Rights

Legal news sites Law360 and Law.com are reporting on the Aruba case following Tuesday’s ruling. See Law360 coverage here and here , and Law.com coverage here.

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Aruba Coverage Continues

Appraisal Rights

The Bloomberg article “ Appraisal Arbitrage Makes a Comeback ” analyzes the Aruba decision in comparison to other prominent appraisal cases.

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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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“Appraisal After Dell” from The Corporate Contract in Changing Times

Appraisal Rights

“Appraisal after Dell” by Professor Guhan Subramanian has been published in the book “The Corporate Contract in Changing Times: Is the Law Keeping up?” While the book covers a number of topics in recent corporate law, including challenges to Delaware primacy, activism, and disclosure-only settlements with respect to mergers, it also covers the oft-changing world of appraisal via Professor Subramanian’s article.

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Valuation Issues – Tour of 5 States

Appraisal Rights

JDSupra has published an article discussing recent valuation issues in five states: Louisiana, Georgia, West Virginia, Alaska, and Pennsylvania. While each decision covered is worth discussion in its own right, a comparative analysis of this kind lends itself to highlighting the similarities and differences between the states. In particular, how (and if) each state applies various discounts, including discounts for lack of marketability and minority discounts varies.

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Guest Post: Properly Applying Valuation Discounts in a Business Divorce

Appraisal Rights

Business divorce can arise in any privately owned business, often without warning. These can be divisive, long-lasting and expensive—straining both stakeholders and the business. The business valuator must carefully scrutinize the characteristics in the interest being valued to determine stakeholder equity. This includes reviewing business information and assessing equity risk in order to produce a value conclusion addressing those risk factors.

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NY LLC Freeze-Outs: Appraisal May be Only Remedy Barring Fraud

Appraisal Rights

As we have noted repeatedly, appraisal is a shareholder-protective remedy. While much of the academic and media commentary on appraisal focuses on Delaware and appraisal in the context of large public mergers, appraisal exists beyond Delaware, and in contexts far removed from headline making mergers. For example, in New York, appraisal rights are afforded to minority members of an LLC when they are involuntarily cashed out of their LLC – often referred to as a freezeout.

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Law360 Covers Panera Trial

Appraisal Rights

Legal news site Law360 is covering the Panera appraisal case – including a recent article discussing expert testimony in the matter. See Law360 coverage here [$$]. . ** Lowenstein Sandler is counsel to petitioners in Panera.

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Del. Supreme Court Decides Aruba

Appraisal Rights

The Delaware Supreme Court reversed the Chancery Court in the highly-watched Aruba Networks case. Read the decision here. We will cover Aruba commentary as it comes out.

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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