News & Analysis as of

Corporate Governance EBITDA

Rivkin Radler LLP

Zombie Companies’ Growth and Expansion: Should This Be a Surprise?

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On June 7, 2024, Bernard Condon, an Associated Press reporter, authored the article, “Zombies: Ranks of world’s most debt-hobbled companies are soaring, and not all will survive.” Condon’s article details zombie companies...more

Holland & Knight LLP

Key Considerations for Independent Sponsors Regarding Portfolio Company Governance

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Holland & Knight's Independent Sponsors Team has seen an increasing number of independent sponsors taking part in transactions of seemingly all shapes and sizes. With increasing variation of transactions comes increasing...more

Husch Blackwell LLP

Lessons from the First Year of Pay vs. Performance Disclosures

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As we approach the 2024 proxy season, companies are preparing for the second year of compliance with the pay vs. performance (PvP) disclosure required under Item 402(v) of Regulation S-K. As a reminder, under Item 402(v) of...more

Ankura

GCC’s Opportunity To Drive Value Through Shared Service Centers

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In the Gulf Cooperation Council (GCC) region, mid-market capitalization investors have a unique opportunity to acquire or establish Shared Service Centers for their portfolio companies. This would provide scale for...more

BCLP

Review of Recent SEC Staff Comments on Pay Versus Performance Table

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As companies prepare for next proxy season, they should review SEC staff guidance on the pay vs. performance table. In addition to recent staff interpretations, as discussed in our October 2, 2023 post and February 22, 2023...more

Cadwalader, Wickersham & Taft LLP

Study Explores Links Between a Company’s ESG Focus and its Financial Performance

A recent study by Bain & Company and sustainability ratings provider EcoVadis “examined how various aspects of sustainability and ESG activities—things like setting ESG targets, tracking results, embedding sustainability into...more

Goodwin

Key Compensation Considerations for Public Companies in a Market Downturn

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As a result of recent market trends, US public companies and their compensation committees face challenging decisions as they seek to maximize shareholder value while retaining and competitively incentivizing key employees....more

Bass, Berry & Sims PLC

SEC Staff Pushes Back on Adjusting for Normal Recurring “Public Company Expenses”

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Along with equal prominence, probably one of the most often non-GAAP comments we see issued by the U.S. Securities and Exchange Commission (SEC) Staff involves its objection to adjustments that it believes substitute...more

Cooley LLP

Blog: SEC charges Kraft Heinz with improper expense management scheme designed to inflate EBITDA

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On Friday, the SEC announced settled charges against Kraft Heinz Company, its Chief Operating Officer and Chief Procurement Officer for “engaging in a long-running expense management scheme that resulted in the restatement of...more

Bass, Berry & Sims PLC

Adjusting for COVID-19 in Non-GAAP Financial Measures: A Survey of 2020 Fourth Quarter Disclosure Practices

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Following up on our prior blog post regarding 2020 first quarter COVID-19 adjustments in connection with the presentation of non-GAAP financial measures, we surveyed 102 S&P 500 companies who presented Adjusted EBITDA in...more

BCLP

Q2 Reporting Trends: Few Jump on EBITDAC Bandwagon

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Based on Q2 reporting to date, few companies opted to present non-GAAP financial measures using the new metric term “EBITDAC” (earnings before interest, tax, depreciation, amortization – and COVID-19). That is not surprising,...more

Snell & Wilmer

ISS Publishes COVID-19 Case Study Focused on Executive Compensation Adjustments

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As we previously reported in prior SW Benefits Updates, the challenges presented to management and corporate boards from COVID-19 are significant. Among other considerations, companies might adjust 2020 performance goals,...more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden's 2020 Insights

Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement...more

Skadden, Arps, Slate, Meagher & Flom LLP

Guide for Annual Reporting on Fiscal Year 2019 for Companies Listed on the Hong Kong Stock Exchange

This update provides an overview of recent developments that will affect preparation of annual results and annual reports for companies listed on The Stock Exchange of Hong Kong Limited (HKEX). In particular, it covers...more

Troutman Pepper

Mergers & Acquisitions 2019: USA Chapter

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2018 M&A Numbers - Following 2017’s market decline, overall M&A volume trended in a positive direction in 2018. While the almost 20,000 transactions closed globally in 2018 did represent a 15 percent drop from the previous...more

Foley & Lardner LLP

Top Five Issues Related to Physician-Hospital ASC Joint Ventures

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The past several years have seen resurging interest in ambulatory surgery center (ASC) transactions. As previously covered in Health Care Law Today, ASCs have made a comeback with involvement of multi-specialty groups. This...more

BCLP

Securities and Corporate Governance Update – March 2019

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SEC Penalizes Company for Non-Compliance with Equal or Greater Prominence Requirement in Earnings Releases - In late December, the SEC settled its first “equal or greater prominence” enforcement action under its non-GAAP...more

Cooley LLP

Blog: Should we get rid of EPS?

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Much has been written about the problems associated with the prevalence of short-term thinking in corporate America. As noted in a post from The Harvard Law School Forum on Corporate Governance and Financial Regulation, an...more

Opportune LLP

2018 SEC Comment Letter Trends & Disclosure Best Practices

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As we wind down the third quarter of 2018 and turn our attention toward year-end disclosures, it is helpful to review U.S Securities and Exchange Commission (SEC) comment letter trends to improve financial statement...more

Proskauer Rose LLP

Proskauer’s Study Examines 2017 IPOs

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Welcome to this fifth edition of Proskauer’s IPO Study. In it you will find our analysis of market practices and trends for U.S.-listed initial public offerings (IPOs). Our proprietary database and analyses now cover 462 IPOs...more

A&O Shearman

Singapore Legal Update - July 2017

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Issues of Corporate Governance and Due Diligence Raised in SingPost's Review of Its Acquisition of TradeGlobal - SingPost issued an update on its review of its acquisition of TradeGlobal Holdings Inc. The report...more

Proskauer Rose LLP

Proskauer’s 2017 IPO Study

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Proskauer’s Global Capital Markets Group has released its fourth annual IPO Study, a comprehensive analysis of U.S.-listed initial public offerings that priced in 2016, including an identification of IPO trends over a...more

Hogan Lovells

Corporate News - February 2017

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A monthly newsletter covering topics of interest in the field of UK corporate law including mergers and acquisitions, listed companies, equity capital markets, corporate governance and general company law. ...more

Proskauer Rose LLP

Proskauer's 2016 IPO Study

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Proskauer's Global Capital Markets Group presents the third annual IPO Study, a comprehensive analysis of U.S.-listed initial public offerings in 2015 and identification of three-year comparisons and trends of U.S.-listed...more

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