News & Analysis as of

Generally Accepted Accounting Procedures

Generally Accepted Accounting Principles (GAAP) are accounting standards and procedures that are used by companies within a particular jurisdiction to prepare financial records and statements. These principles... more +
Generally Accepted Accounting Principles (GAAP) are accounting standards and procedures that are used by companies within a particular jurisdiction to prepare financial records and statements. These principles are intended to create consistency in documentation across companies and industries. Consistent documentation assists investors to better analyze potential investments and assists regulators to detect potential fraud and/or wrongdoing. less -
Procopio, Cory, Hargreaves & Savitch LLP

8 Steps to Take Before a Successful M&A Exit

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Most entrepreneurs dream of someday selling their company. There are several steps they should be taking well in advance to ensure a profitable exit. Procopio Partner Bill Eigner identified 8 key steps business owners should...more

Goulston & Storrs PC

What's Market: No Undisclosed Liabilities Representations

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In M&A transactions, unknown target liabilities are typically addressed in different ways throughout the M&A purchase agreement. A no undisclosed liabilities representation is one of the principal representations in an M&A...more

Goulston & Storrs PC

What's Market: Financial Statement Reps

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According to the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies, financial statement representations are universally required from sellers in private company M&A deals, included in...more

Cadwalader, Wickersham & Taft LLP

NAIC Provides Helpful Guidance on the Accounting Treatment for Insurance Company Investments in CRTs

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At its Summer National Meeting in Chicago (August 12-15, 2024), the NAIC announced important guidance relating to the statutory accounting treatment of insurance companies’ investments in bank credit risk transfer (“CRT”)...more

Seyfarth Shaw LLP

Cost Accounting Board Issues Advance Notice of Proposed Rulemaking to Conform Certain CAS Standards to Generally Accepted...

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On June 27, 2024, the Office of Federal Procurement Policy’s Cost Accounting Standards (CAS) Board issued an advanced notice of proposed rulemaking (ANPRM) seeking public comments on proposed changes to the Cost Accounting...more

Morrison & Foerster LLP

A Comparative Analysis of 2022 and 2023 SEC Comments Issued to REITs

Morrison & Foerster LLP on

In recent years, the Securities and Exchange Commission (SEC) has increased its scrutiny of disclosure in public filings, as evidenced by an increase in the number of comments issued to public reporting companies. This trend...more

Allen Barron, Inc.

The Tax Consequences of Offshore Mutual Funds for US Expats and Taxpayers

Allen Barron, Inc. on

What are the tax consequences of offshore mutual funds for US expats and taxpayers? US expatriates have faced a substantial number of challenges over the past several years as a result of FATCA. It can be hard to simply open...more

Holland & Knight LLP

IRS Rules Utility's NOL Carryforward Cannot Be Reduced by Tax Allocation Payments

Holland & Knight LLP on

The IRS recently issued private letter ruling (PLR) 107770-22 that involved a normalization issue of first impression, namely, whether payments received by a utility pursuant to an intercompany tax allocation agreement (TAA)...more

Troutman Pepper

Expert Determination or Arbitration? The Delaware Court of Chancery Clarifies That Labels Are Not Dispositive

Troutman Pepper on

Purchase agreements customarily contain provisions for resolving certain disputes by referring them to a third-party neutral decision-maker outside of litigation. For example, disputes over purchase price adjustments are...more

Lowenstein Sandler LLP

U.S. Department of Labor Finalizes Changes to the QPAM Exemption

Lowenstein Sandler LLP on

On April 3, 2024, the U.S. Department of Labor (DOL) released its final amendment to Prohibited Transaction Class Exemption 84-14, known as the Qualified Professional Asset Manager (QPAM) exemption. The QPAM exemption is...more

Cooley LLP

Beyond Borders: A Playbook to Empower Tech Legal Leaders – Foreign Private Issuer Insights

Cooley LLP on

In the ever-evolving landscape of global business, tech companies are not confined by geographical boundaries – they are pioneering the path beyond borders. As in-house teams navigate the intricate realm of international...more

Ankura

Navigating the New Corporate Alternative Minimum Tax: Strategic Asset Allocation and Its Impact on M&A

Ankura on

The new corporate alternative minimum tax (CAMT) creates incentives for large companies to allocate more value to amortizing intangible assets and less value to assets like goodwill that do not amortize for book purposes. ...more

Allen Barron, Inc.

IRS Audit Doesnt Have to Be a Nightmare

Allen Barron, Inc. on

An IRS audit doesn’t have to be a nightmare of financial and emotional fear. How do most US taxpayers react when they receive an audit letter from the IRS? What are the actions you can take to not only improve the likelihood...more

Allen Barron, Inc.

What Happens If You Don't File an FBAR

Allen Barron, Inc. on

It is common for a US taxpayer to ask “what happens if you don’t file an FBAR or a Form 8938, Statement of Specified Foreign Assets with the IRS? Why do I have to worry about filing an FBAR in San Diego or anywhere in the US,...more

ArentFox Schiff

SEC Approves Climate-Related Disclosure Requirements

ArentFox Schiff on

On March 6, the US Securities and Exchange Commission (SEC) approved new rules requiring public companies to disclose extensive climate-related information in their registration statements and periodic reports. The SEC has...more

Husch Blackwell LLP

Lessons from the First Year of Pay vs. Performance Disclosures

Husch Blackwell LLP on

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

Dorsey & Whitney LLP

The SEC Amends Policy on Economic Projections, and Issues Final Rules and Additional Guidance for SPACs and Shell Companies

Dorsey & Whitney LLP on

The SEC on January 24, 2024 adopted final rules amending the disclosure and registration requirements applicable to special purpose acquisition companies (SPACs) and shell companies that register or file reports with the SEC....more

Bass, Berry & Sims PLC

What Constitutes Control and How Much is Too Much? Considerations for Private Equity Firms and Their Physician Practice Management...

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If you are a private equity (PE) firm that invests in physician practice management companies, it is a common question: What constitutes control, and how much is too much? This is a question that commonly has been asked under...more

Allen Barron, Inc.

What Does the Recent OTA Ruling Tell You About a California Tax Audit?

Allen Barron, Inc. on

What does the recent OTA ruling tell you about a California tax audit? What can we learn from the results of an investigation by the Office of Tax Appeals (OTA) into the practices of a California tax agency? Why do you need...more

Cadwalader, Wickersham & Taft LLP

A Worthwhile Proposal for Worthless Debt

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In December, Treasury and the IRS issued proposed regulations updating the standard for determining when a debt instrument held by certain banks and insurance regulated entities will be conclusively presumed to be worthless...more

Latham & Watkins LLP

SEC Adopts Rules and Guidance on SPACs

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On January 24, 2024, the SEC adopted rules and guidance to impose a variety of new requirements on SPACs. The effective date of the rules is 125 days after publication in the Federal Register, an unpredictable process that...more

Latham & Watkins LLP

Financial Statement Requirements in US Securities Offerings - Guide for Non-US Issuers

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Latham & Watkins, in collaboration with KPMG, has released 2023 guides to the financial statements required for US securities offerings. These companion guides provide US issuers and non-US issuers a roadmap to help navigate...more

Latham & Watkins LLP

Financial Statement Requirements in US Securities Offerings - Guide for US Issuers

Latham & Watkins LLP on

Latham & Watkins, in collaboration with KPMG, has released 2023 guides to the financial statements required for US securities offerings. These companion guides provide US issuers and non-US issuers a roadmap to help navigate...more

WilmerHale

Segments, Taxes, SAB 74 and More

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The Financial Accounting Standards Board (FASB) was quite active at the end of 2023 and published two notable Accounting Standards Updates (ASUs) that are expected to meaningfully affect public company disclosures regarding...more

Paul Hastings LLP

Public Company Update: Navigating the 2023 20-F Season: A Guide for Foreign Private Issuers

Paul Hastings LLP on

As we head into year-end, annual reporting season for FPIs is just around the corner. FPIs are required to file an annual report on Form 20-F with the SEC within four months after the end of their fiscal year (or until April...more

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