Harvard Corporate Governance

DECEMBER 22, 2022

Posted by David A. Bell, Dean Kristy, and Julia Forbess, Fenwick & West LLP, on Thursday, December 22, 2022 Editor's Note: David A. Bell , Dean Kristy , and Julia Forbess are Partners at Fenwick & West LLP. This post is based on a Fenwick memorandum by Mr. Bell, Mr. Kristy, Ms. Forbess, Ryan Mitteness , and Ron C. Llewellyn. Institutional Shareholder Services (ISS) and Glass Lewis, the leading proxy advisors in the United States, have announced updates and clarifications for their votin

255

255

Viking Mergers

DECEMBER 19, 2022

Timing is critical when planning an exit strategy, and business owners must consider several factors. In our 26+ years of assisting business owners in their exit planning, “when is the right time to sell?” is a question we hear all the time. But from an owner’s standpoint, this could be tricky to predict. Is it when you are near retirement age? Or is it when you have found a good person to step into your shoes?

Finance 130

Finance Business Valuation Marketability 130

Mckinsey and Company

DECEMBER 20, 2022

Generative AI and other foundation models are changing the AI game, taking assistive technology to a new level, reducing application development time, and bringing powerful capabilities to nontechnical users.

Technology 145

Technology 145

Reynolds Holding

DECEMBER 21, 2022

Investors are increasingly incorporating assessments of companies’ performance on environmental, social, and governance (ESG) issues in their portfolio decisions. The global assets under management of the signatories to the United Nations Principles for Responsible Investment (PRI) have grown from about $20 trillion in 2010 to about $121 trillion in 2021. [1].

Accounting Firms 119

Accounting Firms Marketability Equity 119

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.

Marketability

Harvard Corporate Governance

DECEMBER 22, 2022

Posted by Michael Albano, and Elizabeth Dyer, Cleary Gottlieb Steen & Hamilton LLP, on Thursday, December 22, 2022 Editor's Note: Michael Albano and Elizabeth Dyer are partners at Cleary Gottlieb Steen & Hamilton LLP. This post is based on their Cleary memorandum. Related research from the Program on Corporate Governance includes The Illusory Promise of Stakeholder Governance (discussed on the Forum here ) by Lucian A.

244

244

Avanade

DECEMBER 20, 2022

Rasmus Hyltegard, Retail Lead in Avanade’s Data & AI Centre of Excellence, discusses barriers facing fashion retailers as they seek to drive sustainable circular agendas.

97

97

Benzinga

DECEMBER 23, 2022

With US stock futures trading mixed this morning on Friday, some of the stocks that may grab investor focus today are as follows: Wall Street expects Eve Holding, Inc. (NYSE: EVEX ) to report a quarterly loss at $0.08 per share before the opening bell. Eve Holding shares gained 3.1% to $7.65 in after-hours trading. Seadrill Limited (NYSE: SDRL ) reported an agreement to acquire.

Marketability 98

Marketability 98

Harvard Corporate Governance

DECEMBER 21, 2022

Posted by Maria Castañón Moats, Stephen G. Parker, Tracey-Lee Brown, PricewaterhouseCoopers LLP, on Wednesday, December 21, 2022 Editor's Note: Maria Castañón Moats is a Leader; Stephen Parker is a Partner; and Tracey-Lee Brown is a Director at the Governance Insights Center, PricewaterhouseCoopers LLP. This post is based on their PwC memorandum. Today’s boards are increasingly being asked to up their game—by regulators, investors, and proxy advisors.

227

227

ThomsonReuters

DECEMBER 22, 2022

QUESTION: Everybody in the employee benefits field uses acronyms like ALE, MLR, and ACA. What do these and other employee benefits acronyms stand for? ANSWER: Here’s an explanatory list of common acronyms primarily used in our Health Care Reform manual. (Last week’s Checkpoint Question of the Week included acronyms primarily used in our COBRA, HIPAA, and Group Health Plan Mandates manuals, and the Checkpoint Question of the Week from the week before included acronyms from the ERISA Complia

Compliance 98

Compliance 98

Mckinsey and Company

DECEMBER 20, 2022

Banking is radically transforming. Many banks can thrive by fundamentally changing the way that financial services are embedded into daily life.

Banking 144

Banking 144

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

Corporate Finance

Internal Audit 360

DECEMBER 22, 2022

I n many ways, 2022 was a year of instability. Many individuals and organizations spent the year trying to put the pandemic, which had dominated every aspect of life in 2020 and 2021, behind them, even while still dealing with its lasting effects. Yet, the dark days that COVID-19 brought failed to recede. The face coverings, testing, and closed offices gave way to Inflation, economic upheaval, and political discord.

Start-ups 98

Start-ups Compliance 98

Harvard Corporate Governance

DECEMBER 23, 2022

Posted by Cydney S. Posner, Cooley LLP, on Friday, December 23, 2022 Editor's Note: Cydney S. Posner is special counsel at Cooley LLP. This post is based on her Cooley memorandum. At the end of last week, ISS announced its benchmark policy updates for 2023. The policy changes will apply to shareholder meetings held on or after February 1, 2023, except for those with one-year transition periods.

Equity 233

Equity 233

ISA

DECEMBER 21, 2022

12/21/2022 12:00:00 AM. In Houston, you can find great cultural destinations and engaging arts events happening all over the city. Join us on one of the three specialty tours scheduled on Friday, March 17th. (Space is limited so submit your conference registration early!). Fine Art Tour. The Fine Art tour will visit three of Houston’s most prestigious fine arts institutions, which includes an exclusive opportunity at a private fine arts institution.

Appraisal 98

Appraisal 98

Mckinsey and Company

DECEMBER 22, 2022

Cofounder of Candid and former GuideStar CEO Jacob Harold details the tools—from design thinking to game theory—that organizations can use to optimize their social-impact work.

117

117

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.

Marketability

Benzinga

DECEMBER 21, 2022

A private consumer lawsuit alleged Microsoft Corp (NASDAQ: MSFT ) - Activision Blizzard, Inc (NASDAQ: ATVI ) deal of unlawfully stifling competition in the video game industry. The California federal court lawsuit followed the U.S. Federal Trade Commission suit seeking to stop Microsoft, owner of the Xbox console, from completing the largest-ever acquisition in the video-gaming market, Reuters Full story available on Benzinga.com.

Marketability 98

Marketability 98

Harvard Corporate Governance

DECEMBER 20, 2022

Posted by Richard J. Grossman, Allison L. Land and Marc S. Gerber, Skadden, Arps, Slate, Meagher & Flom LLP, on Tuesday, December 20, 2022 Editor's Note: Richard J. Grossman , Allison L. Land , and Marc S. Gerber are partners at Skadden, Arps, Slate, Meagher & Flom LLP. This post is based on a Skadden memorandum by Mr. Grossman, Ms. Land, Mr.

233

233

The Guardian M&A

DECEMBER 21, 2022

Support comes on top of £1.1bn paid to handle collapsed energy firm’s administration costs The UK government has committed to provide up to £4.5bn to fund the takeover of the collapsed energy company Bulb by its rival Octopus. Bulb spent more than a year in a state-handled administration and its 1.5 million customers transferred to Octopus on Tuesday night.

98

98

Mckinsey and Company

DECEMBER 19, 2022

In an uncertain economy, executives’ first instinct might be to cut costs and shore up established holdings. A better way is to build new businesses.

128

128

Benzinga

DECEMBER 20, 2022

In an apparent bid to expand its footprint across Asia, cryptocurrency exchange Binance (CRYPTO: BNB ) has completed the acquisition of the Indonesian exchange Tokocrypto. Following the resignation of Pang Xue Kai , the exchange's co-founder, Binance revealed that it had acquired a controlling stake in Tokocrypto and that it had appointed a new CEO.

Marketability 98

Marketability 98

Harvard Corporate Governance

DECEMBER 23, 2022

Posted by the Harvard Law School Forum on Corporate Governance, on Friday, December 23, 2022 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of December 16-22, 2022. Corporate Governance Evolves Amid Increasing Sustainability Awareness. Posted by Subodh Mishra, Institutional Shareholder Services, Inc., on Friday, December 16, 2022.

Accounting Firms 232

Accounting Firms Marketability 232

Law 360 M&A

DECEMBER 22, 2022

The U.S. Securities and Exchange Commission on Thursday urged the Second Circuit to leave in place a years-old consent decree requiring Elon Musk to get Tesla's authorization before tweeting about the company, arguing that Musk knowingly and willingly entered into that agreement, and nothing has significantly changed since.

98

98

Mckinsey and Company

DECEMBER 21, 2022

The iconic toymaker is unlocking the value from data to help rethink processes, surface new opportunities, excite consumers, and empower internal colleagues.

115

115

Benzinga

DECEMBER 20, 2022

Churchill Downs Inc (NASDAQ: CHDN ) has agreed to acquire all of the outstanding equity interests of Exacta Systems LLC for total consideration of $250 million in cash. The transaction will allow Churchill Downs to realize synergies related to its acquisition of Colonial Downs. Full story available on Benzinga.com.

Equity 98

Equity 98

Harvard Corporate Governance

DECEMBER 22, 2022

Posted by Maria Castañón Moats, Kristin Rivera, and Stephen G. Parker, PricewaterhouseCoopers LLP, on Thursday, December 22, 2022 Editor's Note: Maria Moats is a Leader and Stephen Parker is a Partner at the Governance Insights Center, PricewaterhouseCoopers LLP. Kristin Rivera is a Partner and the Global Forensics Leader at PricewaterhouseCoopers LLP.

207

207

NYT M&A

DECEMBER 18, 2022

Fury mounted over Mr. Musk’s moves to prevent Twitter users from sharing links to other social media platforms. The billionaire also asked whether he should remain as head of the service.

Mergers & Acquisitions 98

Mergers & Acquisitions 98

Mckinsey and Company

DECEMBER 19, 2022

Westpac Group’s chief technology officer, David Walker, discusses how to lead through change to transform a legacy institution into a modern, full-service bank.

Finance 104

Finance Banking Technology Corporate Finance 104

Law 360 M&A

DECEMBER 22, 2022

Microsoft Corp. told the Federal Trade Commission on Thursday that it should not block the planned $68.7 billion buyout of rival game developer Activision Blizzard because the deal will provide gamers with access to Activision games for less money and on new platforms.

98

98

Harvard Corporate Governance

DECEMBER 20, 2022

Posted by John Bai (Northeastern University), Anya Mkrtchyan (UMass Amherst), on Tuesday, December 20, 2022 Editor's Note: John Bai is an Associate Professor at D’Amore-McKim School of Business, Northeastern University; and Anya Mkrtchyan is an Associate Professor at Isenberg School of Management, University of Massachusetts–Amherst. This post is based on their article forthcoming in the Journal of Financial Economics.

221

221

Audit Board

DECEMBER 18, 2022

Cyber breaches and costs reached all-time highs in 2021, and the first half of 2022 saw a 42% global increase in attacks. Organizations want to better prepare for and defend against cyber attacks, but they’re not getting the information they need to do it. . In the U.S., there’s still no federal mandate for open disclosure of data breaches and other cyber attacks.

Compliance 98

Compliance Start-ups 98

Mckinsey and Company

DECEMBER 22, 2022

Interviews with more than 100 chief human resources officers and people leaders reveal how the HR operating model is changing to drive value in a volatile business environment.

111

111

Benzinga

DECEMBER 19, 2022

L3Harris Technologies Inc (NYSE: LHX ) has agreed to acquire Aerojet Rocketdyne Holdings Inc (NYSE: AJRD ) for $58 per share in an all-cash transaction valued at $4.7 billion, including debt. The per-share value represents a premium of 6% from AJRD's closing price of $54.89 on Dec. 16, 2022. The deal. Full story available on Benzinga.com.

Technology 98

Technology 98

Harvard Corporate Governance

DECEMBER 21, 2022

Posted by Leo E. Strine, Jr. (University of Pennsylvania), on Wednesday, December 21, 2022 Editor's Note: Leo E. Strine, Jr. is the Michael L. Wachter Distinguished Fellow at the University of Pennsylvania Carey Law School; Senior Fellow, Harvard Program on Corporate Governance; Of Counsel, Wachtell, Lipton, Rosen & Katz; and former Chief Justice and Chancellor, the State of Delaware.

221

221

Law 360 M&A

DECEMBER 21, 2022

Stockholders of Canadian cannabis venture Tilray Inc. and its special litigation committee disclosed an increased $39.9 million settlement proposal Wednesday for a Delaware Court of Chancery suit accusing controlling investors and key directors of lining up a merger that unfairly benefited the company's private equity founders.

Equity 98

Equity 98

Mckinsey and Company

DECEMBER 23, 2022

Results from a new survey by McKinsey and IACPM reveal challenges and opportunities in new data techniques for credit portfolio management.

115

115