Key Issues When Considering a Spin-Off
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How Boards Drive Value in Family-Owned Businesses
A Enduring Across Generations—How Boards Drive Value in Family-Owned Businesses ENDURING ACROSS GENERATIONS How Boards Drive Value in Family-Owned Businesses © 2015 | WomenCorporateDirectors. All materials, logos, etc., unless otherwise stated, are the property of WomenCorporateDirectors, Ltd. Copyright and other intellectual property laws protect these materials. Reproduction or retransmission of the materials, in whole or in part, in any manner, without the prior written consent of the copyright holder, is a violation of copyright law. Contact information for requests for permission to reproduce or distribute materials: [email protected]. © 2015 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. NDPPS 310255 TABLE OF CONTENTS Introduction 1 Chapter 1 – The Benefits of Governance 2 Chapter 2 – The Three Enablers: Clarity, Culture, Communication 3 Chapter 3 – Building a Strong Board 8 Chapter 4 – Keys to an Effective Family Business Board 13 Chapter 5 – Cultivating and Motivating Talent 19 Conclusion 23 WCD Thought Leadership Council 25 2015 WCD Thought Leadership Commissioners 26 Unless otherwise designated, all persons quoted in this report are WCD Thought Leadership Council Members or Commissioners. A full list of Council Members and Commissioners appears on pages 25 – 28. © 2015 | WomenCorporateDirectors. All materials, logos, etc., unless otherwise stated, are the property of WomenCorporateDirectors, Ltd. Copyright and other intellectual property laws protect these materials. Reproduction or retransmission of the materials, in whole or in part, in any manner, without the prior written consent of the copyright holder, is a violation of copyright law. -
Foreign Direct Investment and Keiretsu: Rethinking U.S. and Japanese Policy
This PDF is a selection from an out-of-print volume from the National Bureau of Economic Research Volume Title: The Effects of U.S. Trade Protection and Promotion Policies Volume Author/Editor: Robert C. Feenstra, editor Volume Publisher: University of Chicago Press Volume ISBN: 0-226-23951-9 Volume URL: http://www.nber.org/books/feen97-1 Conference Date: October 6-7, 1995 Publication Date: January 1997 Chapter Title: Foreign Direct Investment and Keiretsu: Rethinking U.S. and Japanese Policy Chapter Author: David E. Weinstein Chapter URL: http://www.nber.org/chapters/c0310 Chapter pages in book: (p. 81 - 116) 4 Foreign Direct Investment and Keiretsu: Rethinking U.S. and Japanese Policy David E. Weinstein For twenty-five years, the U.S. and Japanese governments have seen the rise of corporate groups in Japan, keiretsu, as due in part to foreign pressure to liberal- ize the Japanese market. In fact, virtually all works that discuss barriers in a historical context argue that Japanese corporations acted to insulate themselves from foreign takeovers by privately placing shares with each other (See, e.g., Encarnation 1992,76; Mason 1992; and Lawrence 1993). The story has proved to be a major boon for the opponents of a neoclassical approach to trade and investment policy. Proponents of the notion of “Japanese-style capitalism” in the Japanese government can argue that they did their part for liberalization and cannot be held responsible for private-sector outcomes. Meanwhile, pro- ponents of results-oriented policies (ROPs) can point to yet another example of how the removal of one barrier led to the formation of a second barrier. -
Going Public Production Company Through Its a Shares
Co-published section: United Kingdom About NWR • A pure play hard-coal-mining and coke Going public production company through its A Shares. • A leading supplier of hard coal in the fastest growing region in Europe. Partial exits can benefit PE firms, as a £3.5 billion Czech IPO • Owns five established mines and two coking facilities in northeast Czech shows. Adam Levin and Claudine Ang of Dechert explain Republic. It is pursuing opportunities in n May 2008, the shares of New World cant minority stake, following which RPG Poland and elsewhere. Resources NV (NWR), a Dutch-incor- Industries acquired that majority investor (in • One of the largest industrial groups in the porated company (formerly a 2004) and took OKD private (in 2005), after Czech Republic in terms of assets and wholly-owned subsidiary of RPG a squeeze-out of minority interests. It was one revenues. IIndustries SE) with mining operations in the of the largest leveraged finance transactions in • Second largest private employer in the Czech Republic, were admitted to trading on Central Europe at that time. country with approximately 18,341 the London, Prague and Warsaw stock The restructuring that followed shows the employees and 3,563 contractors. exchanges. The offering, after exercise of the focus that private equity houses can bring to a greenshoe option, was approximately £1.3 business. This included: the consolidation of the billion (approximately $2.5 billion) resulting mining businesses within one entity, OKD, the Mining Division or its assets. The IPO was in a market capitalisation of about £3.5 bil- rather than the five entities within which the only with respect to the A Shares. -
Basic Responsibilities of the Co-Op Board of Directors
OVERVIEW BASIC RESPONSIBILITIES OF THE CO-OP BOARD OF DIRECTORS At start-up co-ops develop documents that spell out how the organization will operate. The corporate code often sets legal parameters for the co-op. The Articles of Incorporation contain the purpose of the co-op and its legal definitions. This document is filed with the Secretary of State. The Bylaws include the over-arching rules of the co- ops such as when where and how decisions will be made. The Board of Directors is the legal entity responsible for directing the affairs of the corporation. Every corporation MUST have a board. If a co-op operates as a collective then technically all members are on the Board. The Board must follow the rules set out in the Corporate Code, the Articles of Incorporation, and the Bylaws. Bylaw changes usually require a full membership vote to change. The members of the cooperative elect the Board.1 Three legal charges for Boards are fiduciary duty, duty of loyalty and duty of care. As trustees of the cooperative, board members have a special relationship to the cooperative to make business decisions focused only on what benefits the cooperative and all of its members. Decisions must be based on careful consideration of the issues. The fundamental legal standard for board members is to act in good faith, in a manner they believe to be in the best interests of the cooperative, and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances. -
The Circle of Responsibilities for Co-Op Boards
The Circle of Responsibilities for Co-op Boards REPRINT Management Tip Series By James Baarda Foreword All boards of directors are under increasing pressure to perform well and justify their decisions. Cooperative boards are no exception. But increasing scrutiny of director behavior is not always accompanied by better information about exactly what directors are supposed to do and how they are to perform their many duties. The series of articles reprinted here originally appeared during 2002 as Management Tip articles in three issues of USDA’s "Rural Cooperatives" magazine. These articles lay out fundamental guidelines for cooperative directors. Along with practical guides, the articles explain underlying principles and give suggestions for specific actions cooperative boards and directors can take to improve their service to cooperatives. Cooperative members can use this well-received series to assess board and individual director performance and make informed choices about directors. Directors can apply the information to carry out the full range of their responsibilities with the assurance that they are satisfying the high standards of conduct required of them. The U.S. Department of Agriculture (USDA) prohibits discrimination in all its programs and activities on the basis of race, color, national origin, gender, religion, age, disability, political beliefs, sexual orientation, and marital or family status. (Not all prohibited bases apply to all programs.) Persons with disabilities who require alternative means for communication of program information (braille, large print, audiotape, etc.) should contact USDA’s TARGET Center at (202) 720-2600 (voice and TDD). To file a complaint of discrimination, write USDA, Director, Office of Civil Rights, Room 326-W, Whitten Building, 14th and Independence Avenue, SW, Washington, D.C. -
Corporate Governance of Company Groups: International and Latin American Experience
Corporate Governance of Company Groups: International and Latin American Experience Preliminary version for comment. Hosted by : Please send written comments to [email protected] by 5 December, 2014 Latin American Roundtable Task Force on Corporate Governance of Company Groups 17 November, 2014 Hotel Hilton Bogotá, CARRERA 7 NO. 72-41, BOGOTA, 00000, COLOMBIA http://www.oecd.org/daf/ca/latinamericanroundtableoncorporategovernance.htm With funding support of: TABLE OF CONTENTS International and Latin American Overview ............................................................................. 3 1. Introduction............................................................................................................................ 3 2. Economic Rationale for Corporate Groups and the Role of Corporate Governance ............. 4 3. International Work on Corporate Governance of Groups ...................................................... 8 4. Economic Relevance of Company Groups in LatAm .......................................................... 12 5. What is an Economic Group in LatAm? .............................................................................. 12 6. Structure of the Regulatory and Supervisory Framework ................................................... 13 7. Protection of Minority Shareholder Rights .......................................................................... 14 8. Economic Groups and Conflicts of Interest ......................................................................... 15 9. Multinational -
LIVK Merger Announcement with Agilethought Press Release
AgileThought, a pure-play digital solutions provider that delivers high-end software development at scale, to list on Nasdaq through a business combination with LIV Capital Acquisition Corp. • AgileThought is a leading pure play provider of agile-first software, end-to-end digital transformation and consulting services to Fortune 1000 customers with diversity across end-markets and industry verticals • AgileThought delivers high-end software development at scale under a uniquely competitive onshore and nearshore business model that leverages talent from the U.S., Mexico and other Latin American countries to serve U.S. corporations • The business combination between AgileThought and LIV Capital Acquisition Corp. (“LIVK”) (the “Transaction”) values the combined company at a proforma enterprise value of approximately $482 million and is expected to provide approximately $124 million in primary gross proceeds to AgileThought, including $81 million of cash held in LIVK’s trust account (assuming no redemptions in connection with the Transaction), and a fully committed $43 million investment by PIPE investors and LIV Capital at $10.00 per share. The fully committed investment will, at funding, satisfy the minimum cash requirement to close the Transaction • The Transaction will enhance AgileThought’s position at the forefront of the more than $750 billion digital transformation services market in the U.S., offering one of a kind, agile software development capabilities with onshore and nearshore delivery • The Transaction is expected to close in the third quarter of 2021 subject to LIVK’s shareholders approval and other customary conditions. Following the closing of the Transaction, the combined company will remain listed on Nasdaq under the new ticker symbol AGIL • AgileThought and LIVK will host a joint investor conference call to discuss the details of the proposed Transaction on May 10, 2021 at 11:00 AM EST. -
Essay on Anti-Takeover Provisions and Corporate Spin-Offs Wei Du Louisiana State University and Agricultural and Mechanical College, [email protected]
Louisiana State University LSU Digital Commons LSU Doctoral Dissertations Graduate School 2015 Essay on Anti-takeover Provisions and Corporate Spin-offs Wei Du Louisiana State University and Agricultural and Mechanical College, [email protected] Follow this and additional works at: https://digitalcommons.lsu.edu/gradschool_dissertations Part of the Finance and Financial Management Commons Recommended Citation Du, Wei, "Essay on Anti-takeover Provisions and Corporate Spin-offs" (2015). LSU Doctoral Dissertations. 3901. https://digitalcommons.lsu.edu/gradschool_dissertations/3901 This Dissertation is brought to you for free and open access by the Graduate School at LSU Digital Commons. It has been accepted for inclusion in LSU Doctoral Dissertations by an authorized graduate school editor of LSU Digital Commons. For more information, please [email protected]. ESSAY ON ANTI-TAKEOVER PROVISIONS AND CORPORATE SPIN-OFFS A Dissertation Submitted to the Graduate Faculty of the Louisiana State University and Agriculture and Mechanical College in partial fulfillment of the requirements for the degree of Doctor of Philosophy in The Interdepartmental Program in Business Administration by Wei Du B.S., Tongji University, 2008 M.S., Illinois Institute of Technology, 2010 May 2016 Acknowledgements This paper could not be written to its fullest without the help, support, guidance and efforts of a lot of people. First of all, I would like to express my deepest sense of gratitude to my research advisor and dissertation chair Dr. Gary C. Sanger, for his guidance, encouragement and support throughout the time of my dissertation research, even in the week before his surgery. I admire his wisdom deeply and regard him as my lifelong role model to follow. -
The Most Important Chart in Sustainable Finance?
fAGF. AGF SUSTAINABLE MARKET INSIGHT The Most Important Chart in Sustainable Finance? By Martin Grosskopf and Andy Kochar AGF SUSTAINABLE fAGF. A great deal has been written in the last few All financial assets and in fact all investment theses have years about the rise of sustainability in the some aspect of duration embedded in their valuation and premiums. For equities, duration can be considered as the financial sector – often either on sustainability time it takes to recoup one’s initial investment through itself (corporate or policy objectives) or on the future cash flows. An estimation of today’s equity market opportunity and risks for financial markets duration is provided in Figure 1. The idea is that long- duration equity investments have a significant proportion (stock prices and fund flows). As we all know, of their intrinsic value tied to their terminal value, thereby the COVID-19 crisis accelerated this movement, making them susceptible to drawdowns when interest with sustainability-linked products taking the rate volatility picks up on a cyclical basis. lion’s share of new fund flows, and with many As one can see from this estimation, the duration of the sustainability-linked themes significantly U.S. equity market has until very recently been increasing since the Great Financial Crisis, thanks to falling interest outperforming in 20201. rates and the significant, growing presence of long- However, 2021 has brought some significant rotation duration sectors such as Information Technology and away from companies with the most to benefit from Health Care. On the other hand, although the fixed capital inflows and the most to offer over the long income market has had its share of duration extensions term – for example, pure EV and battery companies, as well, S&P 500 equities have stretched to a duration of renewables, and so on. -
COMISIÓN NACIONAL DEL MERCADO DE VALORES Madrid
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. COMISIÓN NACIONAL DEL MERCADO DE VALORES These materials are not an offer for sale of securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be sold in the United States absent registration or an exemption from registration under the Securities Act. Madrid, 7 de junio de 2021 Muy Sres. nuestros: Dear Sirs, En cumplimiento de lo dispuesto en el Pursuant to the provisions of Art. 227 of Art. 227 del texto refundido de la Ley del the consolidated text of the Securities Mercado de Valores, ACCIONA, S.A. Market Act, ACCIONA, S.A. (“Acciona” (“Acciona” o la “Sociedad”), comunica lo or the “Company”), reports the following, siguiente INFORMACIÓN RELEVANTE MATERIAL INFORMATION Como continuación de las comunicaciones As a follow-up to the Insider Information de Información Privilegiada publicadas el statements published on 18 February 2021 18 de febrero de 2021 (IP número de (IP number 724 and 728), Acciona registro 724 y 728), Acciona informa informs of its intention to proceed with sobre su intención de realizar la Oferta the Initial Public Offering (“IPO”) Pública de Venta (“Oferta”) de las relating to the shares of its subsidiary and acciones de su filial Corporación Acciona head of the Energy division of the Group, Energías Renovables, S.A. Unipersonal Corporación Acciona Energías (“Acciona Energía”), cabecera de la Renovables, S.A. -
In Vitro Diagnostic Market Insight: Continued Growth and Consolidation
MARKET INSIGHTS In Vitro Diagnostic Market Insight: Continued Growth and Consolidation Craig Steger Senior Vice President, Outcome Capital Oded Ben-Joseph, Ph.D., MBA Managing Director, Outcome Capital Echoe M. Bouta, Ph.D. Associate, Outcome Capital Driven by a multitude of factors including the ageing population, Introduction increasing burden of chronic and infectious diseases, mounting demand for early diagnosis, emergence of personalized medicine and higher demand for testing in the developing world, the global In Vitro Diagnostics (IVD) market is projected to grow at 5.2% CAGR from $68 billion in 2018 to $88 billion in 20231. We examined recent IVD market dynamics between 2016 and Q3/2019 including financing events, merger and acquisitions (M&As) and initial public offerings (IPOs). We analyzed these dynamics to assess the overall activity of the segment to provide management teams and boards with a market-aligned perspective. Mature Market Marked by million, three private equity (PE) Danaher’s acquisition of Cepheid, Intense Consolidation financings over $200 million, and Abbott’s acquisition of Alere, four acquisitions over $1 billion and PerkinElmer’s acquisition of The rapid growth of the (Table 1). With respect to the Euroimmun. Roche’s acquisition of IVD market has attracted more financing events, both transactions Foundation Medicine is expected to than a 100 players2, resulting in supported growth capital to close in late 2019. Roche acquired numerous M&As over the past commercialize and expand 56% of Foundation Medicine in several years. This has resulted product offering and to propel 2015 for approximately $1 billion in consolidation as players have revenue generation, allowing and has now decided to lock-up made two or more acquisitions these companies to become large that investment by acquiring the over this relatively short time players in the segment. -
Hands on Board: the Board of Volunteers in an All-Volunteer
All Hands on Board The Board of Directors in an All-Volunteer Organization By Jan Masaoka BOARDSOURCE E-BOOK SERIES BOARDSOURCE E-BOOK SERIES Volunteerism is an enormous economic force, yet it is never mentioned in business school or in economics departments. — Charles Hoadley, former Chief Economist, Bank of America WHAT IS AN “ALL-VOLUNTEER ORGANIZATION”? If you are reading this handbook, you are part of a huge economic force — that of the all-volunteer organization (AVO). Among other tasks, members of AVOs clean up beaches, care for the dying, coach basketball teams, advocate for gun control, rescue abused animals, raise their voices in song, publish literary journals, raise scholarship funds, preserve local history, serve as volunteer fire departments, exchange heirloom seeds, host visitors from foreign countries, help people conquer alcoholism, change public perception about the disabled, and help adoptees and birth parents find each other. They make our communities, however defined, work better. That these and countless other services are provided by volunteers and not by paid staff of a nonprofit, business, or government agency would come as a surprise to many. In fact, those of us in all-volunteer organizations often don’t even think of ourselves as the important economic and social force that we are. A WORD ON TERMINOLOGY When we use the term “all-volunteer organization (AVO),” we mean a nonprofit organi- zation in which volunteers manage the organization and do most or all of the work. Some soccer leagues pay referees for Saturday games, some historic preservation societies pay gardeners, and some PTAs pay after-school art teachers.