Sat.Oct 15, 2022 - Fri.Oct 21, 2022

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ESG Reporting: Asset Managers Express Divergent View

Harvard Corporate Governance

Posted by Lindsey Stewart, Morningstar, Inc., on Monday, October 17, 2022 Editor's Note: Lindsey Stewart is Director of Investment Stewardship Research at Morningstar, Inc. This post is based on his Morningstar memorandum. Related research from the Program on Corporate Governance includes The Illusory Promise of Stakeholder Governance (discussed on the Forum here ) by Lucian A.

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IOSCO and IVSC sign cooperation agreement to advance valuation standards

IVSC

IOSCO and IVSC agree to explore best ways to promote high quality valuation practices in the public interest. Cooperation agreement follows feedback from securities regulators highlighting inconsistency in valuation quality and approach, worldwide. London, UK, 18 October 2022 – International Organization of Securities Commissions (“IOSCO”), the global standard setter for securities regulation, and the International Valuation Standards Council (“IVSC“), a global organisation responsible for sett

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Selling A Healthcare Business? Don’t Overlook These 4 Factors

Viking Mergers

Have you decided it’s time to sell your healthcare business? Perhaps you own a medical or specialized practice, an imaging center, a rehab clinic, a medical device or pharmaceutical sales business, or a physical/occupational therapy practice. Regardless of your specialization (or your reasons for exiting), there are unique factors to consider when selling any medical practice or healthcare business.

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Power spike: How battery makers can respond to surging demand from EVs

Mckinsey and Company

As the auto market embraces electric vehicles, battery demand is soaring. Bold moves in gigafactory construction, supply chain strategy, and talent acquisition can help industry players get ahead.

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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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The Valuation Treadmill: How Securities Fraud Threatens the Integrity of Public Companies

Harvard Corporate Governance

Posted by James J. Park (UCLA) , on Monday, October 17, 2022 Editor's Note: James J. Park is a Professor of Law at UCLA. This post is based on his recent book The Valuation Treadmill: How Securities Fraud Threatens the Integrity of Public Companies. This year marks the twentieth anniversary of the passage of the Sarbanes-Oxley Act of 2002. Sarbanes-Oxley essentially requires every large public corporation to dedicate substantial resources to preventing securities fraud.

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Can Participants Certify Electronically That They Have a Financial Need for Which a Hardship Distribution Can Be Made?

ThomsonReuters

QUESTION: When participants request hardship distributions under our 401(k) plan, we collect and store documents showing that the participant had one of the immediate and heavy financial needs that are deemed sufficient to permit a hardship distribution. Could we instead allow participants to certify their needs electronically? We already use self-certification to establish that the requested distribution is necessary to satisfy the need.

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On the cusp of a new era?

Mckinsey and Company

Current economic and political turbulence could presage the start of a new era that is structurally very different with a new narrative of progress.

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Considerations for Dual-Class Companies Contemplating M&A Transactions

Harvard Corporate Governance

Posted by Ian Nussbaum, Bill Roegge, and Meredith Klionsky, Cooley LLP , on Wednesday, October 19, 2022 Editor's Note: Ian A. Nussbaum is a partner, Bill Roegge and Meredith Klionsky are associates at Cooley LLP. This post is based on a memorandum by Mr. Nussbaum, Mr. Roegge, Ms. Klionsky, and Mr. Nimetz. Related research from the Program on Corporate Governance includes The Untenable Case for Perpetual Dual-Class Stock (discussed on the forum here ) and The Perils of Small-Minority Controllers

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Ncontracts Recognized for Culture Excellence by Top Workplaces

N Contracts

BRENTWOOD, Tenn., October 20, 2022 – Ncontracts , the leading provider of integrated compliance and risk management solutions to the financial industry, announced today that it has been nationally recognized by Top Workplaces for its Culture Excellence Award.

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Elon Musk Sees Long-Term Potential In Twitter Despite 'Obviously Overpaying' For It

Benzinga

Tesla Inc (NASDAQ: TSLA ) CEO Elon Musk said Twitter Inc (NYSE: TWTR ) is an asset that “languished” for a long time but he sees potential in it nevertheless. What Happened: Musk’s comments came at Tesla’s third-quarter earnings conference call on Wednesday. The entrepreneur said, “Myself and the other investors are obviously overpaying for Twitter right now.

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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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Social commerce: The future of how consumers interact with brands

Mckinsey and Company

Browsing and shopping directly on social media platforms is a core feature of e-commerce in China. Now, this dynamic new way of buying is poised for rapid growth in the United States.

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Venture Capital Advisers Not Off-Limits for SEC Scrutiny

Harvard Corporate Governance

Posted by Stacey Song, Cooley LLP, on Sunday, October 16, 2022 Editor's Note: Stacey Song is a partner at Cooley LLP. This post is based on her Cooley memorandum. In the past six months, the Securities and Exchange Commission has settled a number of enforcement actions against venture capital advisers who are exempt reporting advisers (ERAs) and not registered investment advisers (RIAs).

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What's The Primary Skill To Bring To Your Annual Planning Session? Active Listening!

Rhythm Systems

Active listening skills are more critical than ever, especially as we head into the annual planning season. When we pause to think strategically about the business and spend our valuable time and resources to bring people together, we need that time to be productive. If you haven't cultivated a culture of active listening, that essential time may be wasted!

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How Mad Mobile's InfoSec Team Gains Holistic View of the Business by Removing Information Silos

Audit Board

In our Spotlight on Success series, Steve Hindle, Chief Information Security Officer and Acting CIO of Mad Mobile , shares how his team centralizes compliance management to identify gaps before they become a problem. Headquartered in Tampa, FL, Mad Mobile provides a unique platform that enables restaurants and retailers to achieve mobility with their existing systems to increase sales and digitize the guest experience.

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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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Reshaping retail banks: Enhancing banking for the next digital age

Mckinsey and Company

The current model of universal retail banking is unsustainable over the long term. To thrive, banks need to reinvent themselves, focusing on businesses where they can achieve and extend market leadership in the new digital world.

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2025 climate action plan – Driving portfolio companies towards net zero 2050

Harvard Corporate Governance

Posted by Carine Smith Ihenacho, Wilhelm Mohn, and Alexis Wegerich, Norges Bank , on Wednesday, October 19, 2022 Editor's Note: Carine Smith Ihenacho is Chief Governance and Compliance Officer, Wilhelm Mohn is Global Head of Corporate Governance, and Alexis Wegerich is Head of ESG Analytics at Norges Bank Investment Management. This post is based on their NBIM memorandum.

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Double Upgrade For Iamgold After Rosebel Sale: These Assets Could Be Next, Analyst Says

Benzinga

Iamgold Corp. (NYSE: IAG ) sold a 95% interest in Rosebel Gold Mines N.V. to Zijin Mining of China at a price that is “well above" the carrying value of $177 million. The deal represents a significant move in addressing the funding gap for the development of the Côté Gold mine, according to Bank of America Securities. The Analyst: Lawson Winder upgraded the rating for Iamgold from.

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IRS releases required minimum distribution (RMD) guidance

LaPorte

(authored by RSM US LLP) Notice 2022-53 announced the IRS’s intent to publish final regulations addressing required minimum distributions (RMDs) from certain plans. The post IRS releases required minimum distribution (RMD) guidance first appeared on LaPorte.

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Social capital: Build back better relationships at work

Mckinsey and Company

Companies are reporting a dearth of social capital since the start of the pandemic. How can they reestablish meaningful connections among teams and individuals in today’s changed work environments?

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Chancery Court Decision Illuminates Contours of Director Oversight Liability

Harvard Corporate Governance

Posted by Paul R. Bassette, Michael J. Biles, and Benjamin Lee, King & Spalding LLP, on Saturday, October 15, 2022 Editor's Note: Paul R. Bassette and Michael J. Biles are partners, and Benjamin Lee is counsel at King & Spalding LLP. This post is based on their King & Spalding memorandum, and is part of the Delaware law series ; links to other posts in the series are available here.

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B. Riley Buys Additional Performing Receivables From Badcock For $168M

Benzinga

B. Riley Financial Inc (NASDAQ: RILY ) subsidiary has purchased a second portfolio of performing receivables from home-furnishing retailer W.S. Badcock Corporation, a subsidiary of Franchise Group Inc (NASDAQ: FRG ). Under terms of the agreement, an SPV majority owned by B. Riley has. Full story available on Benzinga.com.

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Annual Planning for a Recession in 2023: How to Prepare

Rhythm Systems

Is a recession on the horizon? A recession is "a significant decline in economic activity reflected in decline in aggregate demand, leading to lower output, employment, and income." This happens when consumers stop spending money because they don't feel confident about the future. In fact, it's the opposite of what you want - you want people to buy things.

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On the path to net-zero steel in building and construction

Mckinsey and Company

Rising demand for greener approaches creates an imperative for the industry to seize the moment, adopt new mindsets, and set standards for the transition to a greener future.

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Quarterly Review of Shareholder Activism – Q3 2022

Harvard Corporate Governance

Posted by Mary Ann Deignan, Rich Thomas, and Christopher Couvelier, Lazard, on Wednesday, October 19, 2022 Editor's Note: Mary Ann Deignan is Managing Director; Rich Thomas is Managing Director and Head of European Shareholder Advisory; and Christopher Couvelier is Managing Director at Lazard. This post is based on a Lazard memorandum by Ms. Deignan, Mr.

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Indian Oil Giant Reportedly Eyes Stake In New Russian Entity That Manages Sakhalin 1 Project

Benzinga

India's Oil and Natural Gas Corp oration is reportedly eyeing a stake in the new Russian entity that will manage the Sakhalin 1 project as it looks to maintain a 20% share in the asset. What Happened: Russian President Vladimir Putin had issued a decree to establish a new operator for the ExxonMobil Corp (NYSE: XOM )-led project. ONGC holds a stake in the project via its overseas investment arm ONGC Videsh.

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UK Antitrust Agency Orders Facebook Owner To Sell Giphy

Law 360 M&A

Britain's antitrust watchdog ordered Meta Platforms Inc. on Tuesday to sell Giphy, claiming that the $315 million acquisition by Facebook owner's of the online video service limits choice for social media users in the U.K. and would impair innovation in display advertising.

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The Titanium Economy: An introduction

Mckinsey and Company

Meet the US industrial-technology companies that are driving innovation and sustainable and inclusive growth.

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2022 Annual Corporate Directors Survey

Harvard Corporate Governance

Posted by Maria Castañón Moats, Paul DeNicola, and Leah Malone, PricewaterhouseCoopers LLP, on Thursday, October 20, 2022 Editor's Note: Maria Castañón Moats is Leader, Paul DeNicola is Principal, and Leah Malone is Managing Director at the Governance Insights Center at PricewaterhouseCoopers LLP. This post is based on their PwC memorandum. Introduction.

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What Do Pets And Weddings Have In Common? It's Weed! A Look At An Interesting Trend

Benzinga

Marijuana themes are proving to be popular in two particular areas — pets and weddings. Benzinga spoke with several business operators who say incorporating cannabis into their offerings has only bolstered business. Humans, Cannabis And Pets. People love their pets. They also love cannabis. According to data provider Headset, CBD pet product sales will account for 3 to 5% of all U.S. hemp sales by 2025.

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Public's M&A Comments Hold Clues For Agency Guidelines

Law 360 M&A

Analysts at Cornerstone Research analyze nonpractitioner responses to the Federal Trade Commission and U.S. Department of Justice's request for input on merger enforcement, and share how their findings — including high interest in health care and Big Tech — can help legal practitioners anticipate the new guidelines' content.

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Tech at the edge: Trends reshaping the future of IT and business

Mckinsey and Company

With technological change accelerating, companies need to make four fundamental shifts.

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Insider Trading Disclosure Update

Harvard Corporate Governance

Posted by Matthew E. Kaplan, Benjamin R. Pederson, and Jonathan R. Tuttle, Debevoise & Plimpton LLP, on Monday, October 17, 2022 Editor's Note: Matthew E. Kaplan , Benjamin R. Pederson , and Jonathan R. Tuttle are Partners at Debevoise & Plimpton LLP. This post is based on a memorandum by Mr. Kaplan, Mr. Pederson, Mr. Tuttle, Anna Moody , Ashley Yoon , and Mark Flinn.

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Darling Ingredients Acquires Brazilian Collagen Producer Gelnex For $1.2B Cash

Benzinga

Darling Ingredients Inc (NYSE: DAR ) has entered into a definitive agreement to acquire all of the shares of collagen products producer Gelnex for $1.2 billion in cash. Gelnex, headquartered in Brazil with five facilities in South America and one in the U.S., exports to more than 60 countries worldwide and has 1,200 employees. Gelnex has the capacity to produce 46,000 metric tons of collagen products annually.

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IRS Releases 2023 Cost-of-Living Adjustments for Health FSAs, Transportation Benefits, Adoption Assistance, and More

ThomsonReuters

Rev. Proc. 2022-38 (Oct. 18, 2022); IRS News Release IR-2022-182 (Oct. 18, 2022). Rev. Proc. 2022-38. News Release. The IRS has released the 2023 cost-of-living adjustments (COLAs) for a wide variety of tax-related limits, including limits relating to health FSAs, qualified transportation fringe benefits, qualified small employer health reimbursement arrangements (QSEHRAs), adoption assistance, DCAPs, the small business health care tax credit, the premium tax credit, and Archer MSAs.

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