Tag Archives | M&A

Fair Elections

Fair Elections Under Universal Proxy Rules

Fair elections have long been a major concern. When I started CorpGov.net in 1995, most directors were probably chosen by CEOs. Elections resembled those of North Korea. Vote for management’s slate or withhold your vote. Fair elections? I didn’t think so. My friends toiled mostly in socially responsible investments, focused on double bottom line impacts and […]

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Proxy Season 2021 Investor Sentiment Study

Proxy Season 2021 Investor Sentiment Study: Action Needed

Proxy Season 2021 Investor Sentiment Study: Background Proxy Season 2021 Investor Sentiment Study finds the rise and influence of individual investors presents unique opportunities to engage new investors like never before. A new survey from Broadridge Financial Solutions (NYSE: BR) highlights how new and younger retail investors are thinking about investing and this year’s proxy […]

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Tepper - Myth of Capitalism

Tepper’s Myth of Capitalism reviewed

Tepper begins his book (with Hearn) by recounting United Airlines forcibly removing paying passenger Dr. David Dao, a Vietnamese-American pulmonologist, from an overbooked plane. The video of him going unconscious and bloody went viral. United’s CEO initially blamed the passenger for resisting but later settled. Jonathan Tepper and Denise Hearn fail to mention Dr. Dao suffered a broken nose, loss […]

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Activist Investing Trends & Impact on the M&A Market

The second annual Kirkland & Ellis Law Forum at Stanford’s Rock Center for Corporate Governance, brought together a leading academic, legal practitioners, and an investment banker to discuss recent trends in activist investing and their impact on the M&A market. What follows are my cryptic notes. The Center will probably post the video at some […]

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Andrew Clearfield

Why do Target Shareholders Buy into Mergers and Acquisitions?

Guest Post: Andrew Clearfield is an internationally-known investment manager, corporate governance expert, and independent corporate director. He founded Investment Initiatives LLC in 2005 to aid institutions engaging with portfolio companies, as well as coordinating their efforts with other concerned investors.  Looking at a range of research reports, it seems conservative to say that at least half […]

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India's Cross Border Deals Point to Needed Reforms

To do more jumbo deals in a tougher world, Indian firms need to tackle a glaring area of weakness. This is their complex structures, which mean cash flows are spread thinly, and their dislike of issuing equity for fear of diluting their controlling shareholders. Both factors combined make it hard to marshal resources without resorting […]

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Mergers and Acquisitions and the Universal Investor

The Investor Responsibility Research Center (IRRC) Institute invites you to a webinar to review a new report “Mergers and Acquisitions and the Universal Investor.” The study was conducted by a team headed by Dr. Ben Branch, professor of finance at the Isenberg School of Management, University of Massachusetts Amherst. (more…)

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Equilar Change-in-Control Study: Cash Multiples Decrease

Equilar examined change-in-control arrangements among Fortune 100 companies for fiscal years 2008 and 2010. Key Findings: Change-in-Control Cash Multiples Decrease for CEOs: The prevalence of 3x salary multipliers among Fortune 100 CEOs decreased from 65.9% in 2008 to 44.2% in 2010, while the prevalence of 2x salary multipliers rose from 18.2% to 34.9%. Similarly, the […]

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Delaware Chancery Should Refocus

Governance practitioners should be aware of two very recent Delaware Chancery cases which are likely to have a significant effect upon business practices. In the first, Air Products and Chemicals, Inc. v. Airgas, Inc., et al and In re Airgas Inc. Shareholder Litigation, Civ. Act. Nos. 5249-CC and 5256-CC February 15, 2011, the Delaware Chancellor in […]

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Do the Opposite

I’m old enough to remember the Seinfeld episode where George does the opposite. Finally, after realizing his every instinct in life has been wrong, George Castanza resolves to do the opposite and things finally begin to turn around for him. A similar strategy, contrarian investing, can work for investors as well. A recent edition of […]

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