Balance Sheets

News & Analysis as of

Acquisitions of Publicly Traded Corporations: A Cure for the Two Step in Texas

The State of Delaware recently adopted amendments, which will be effective on August 1, 2016, to an oft-used statute that streamlines the acquisition of a public Delaware corporation (the “Target”) structured as a tender...more

What is the potential impact of Brexit on the European System of Accounts (ESA10)?

One of the key benefits of PPP has always been the 'additionality' of investment that off-balance sheet treatment can offer. However, the emergence of the European System of Accounts (ESA10) heralded a shift away from...more

Want to Work in Compliance – Learn How to Read a Balance Sheet

One of the most interesting tag lines I heard at Compliance Week 2016 was the following, if you want to work in my compliance department; you need to learn how to read a balance sheet. I thought that single line encapsulated...more

Consultation on Guidelines for Prudential Treatment of Problem Assets

The Basel Committee on Banking Supervision published a consultation document on guidelines for the prudential treatment of problem assets focusing on credit categorization definitions. In the context of the financial crisis,...more

Federal Reserve Bank of New York Releases Report on Organization of Global Banks

In early April, the Federal Reserve Bank of New York released a staff report entitled “Organizational Complexity and Balance Sheet Management in Global Banks,” which analyzes the evolution of banks from standalone...more

How Much Is A Lease Worth?

If I got paid a dollar for every time a client asks me “What is this property worth?” then I wouldn’t be writing this blog – I’d be fishing or playing golf. As I tell my clients the market value of real property is what...more

The Economist Frames the Argument Against Excessive Bank Regulation (somewhat unintentionally)

On March 26, 2016, The Economist published an article entitled “The Problem with Profits.” That article discussed the high profitability of U.S. firms and why that seemingly positive fact is actually harmful to the overall...more

The New Lease Accounting Standard–What Lawyers Need to Know Now

With calendar year-end Form 10-K filings almost completed, you may have noticed the addition of Accounting Standards Update No. 2016-02 “Leases (Subtopic 842)” to the MD&A subsection addressing new accounting standards. In...more

New Lease Accounting Rules Are Final: Retailers and, Ultimately, Landlords Can Expect Changes

We recently wrote about expected changes to the rules governing the way leases are accounted for on balance sheets and suggested the changes would have major implications for retailer tenants and longer term implications for...more

Germany’s Maple Bank Indemnification: Implications for Creditors

On 12 February 2016, the German Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, or BaFin) declared Maple Bank GmbH (“Maple”) as an indemnification case, meaning that the German deposit...more

Change in Lease Accounting Rules to Have Major Impact for Retailers, and Ultimately, Landlords Too

Rules governing the way leases are accounted for on balance sheet rules are expected to change in the first quarter of 2016 with major implications for retailer tenants and longer term implications for landlords....more

HMRC consults on bank levy changes

HMRC and Treasury are consulting on changing the scope of the bank levy from a global balance sheet basis to a UK balance sheet basis. The changes would take effect from 2021. The proposal is that, from 2021, all banking...more

Recent Credit Agreement Restricts Ability of CLOs to Pledge Loans and Ability of Lenders to Sell Participations on the LSTA Form

A broadly-syndicated U.S.-law credit agreement which closed recently includes language limiting the ability of lenders to grant pledges or sell participation interests in their loans. The language appears to be intended to...more

Wrongful Trading: Robin Hood’s not-so Merry Men

Brooks and another v Armstrong and another [2015] EWHC 2289 (Ch) 0 - In a rare judgment considering wrongful trading in detail, the memorably-named “Robin Hood” case considers at which point the directors ought to have...more

Agency CMBS – the perfect pill for a large loan CMBS pricing headache!

The recent below par pricing of two Goldman Sachs arranged CMBS deals demonstrate the potential perils of CMBS as a distribution tool for CRE debt. Indeed, these two deals bring into stark focus the pricing quandary that...more

Agency CMBS – the sophisticated tool for raising cheaper commercial real estate debt!

As was the case prior to the global financial crisis, the current driver for all new European CMBS deals stems from the adoption by investment banks of the originate-to-distribute business model for financing commercial real...more

Delaware court of chancery issues significant ruling on the ability of creditors to assert fiduciary duty claims against...

In Quadrant Structured Products Co. v. Vertin, 2015 WL 2062115 (Del. Ch. May 4, 2015), the Delaware Court of Chancery (Vice Chancellor J. Travis Laster) announced a bright-line standard governing the threshold inquiry of when...more

Court Of Chancery Explains Creditor’s Right To File Fiduciary Duty Claims

While it is generally known that creditors may only file derivative suits when the company is insolvent, there have been many open issues about what exactly that means. This decision answers many of those questions by...more

Study Finds Executive Compensation Clawback Provisions Do Not Eliminate Possible Earnings Manipulation

Academics in Hong Kong have found that companies that have adopted executive compensation clawback provisions tend to substitute one type of earnings manipulation for another, and that this trend is more pronounced in...more

Jeff Bell Video Law Bulletin: Unusual Purchase Price Methodologies in M&A Transactions [Video]

Morrison & Foerster Partner Jeff Bell discusses unusual purchase price methodologies in M&A transactions....more

Quantitative Easing: Who is the Fed Appeasing?

After meeting behind closed doors a few weeks ago, the Federal Reserve announced its latest monetary policy. Not surprisingly, Fed Chair Janet Yellen’s remarks included a statement on the future (or lack thereof) of the...more

Purchase Price Adjustments in an M&A Transaction

Whether you are involved as the purchaser or seller in an M&A transaction, you should be aware of events that may trigger adjustments to the purchase price. WORKING CAPITAL ADJUSTMENTS - In a stock transaction,...more

Commissioner Rings Pension Fund Tocsin

In a speech given late last month, SEC Commissioner Daniel M. Gallagher warned that “for years, state and local governments have used lax governmental accounting standards to hide the yawning chasm in their balance sheets.” ...more

Fourth Circuit Affirms Dismissal of Securities Claim Alleging Accounting Fraud

If you thought it was difficult to make a federal securities fraud claim stick in the Fourth Circuit, the court has now raised the bar even higher. The Fourth Circuit recently affirmed a trial court’s dismissal of securities...more

The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions is Locked Box [Video]

Latham & Watkins partner Thomas Forschbach explains the M&A term Locked Box, a completion mechanism whereby the amount payable by the buyer is calculated off a historical balance sheet of the target company. For additional...more

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