February, 2021

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Podcast: Insider Secrets to Getting Your Company to Market

Business Sales M&A

“Building and Protecting Your Business Worth Podcast” hosted by Thomas J. Perrone, CLU, CIC, brings together ideas from successful small business owners, and professionals from many different industries to share strategies and ideas to help create business growth, increased profits, and to protect your business worth from the “What If’s Of Life” The podcast will share ideas of how to unlock your.

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Post-Brexit companies face new UK tariff regime and trade compliance challenges

ThomsonReuters

When the United Kingdom (UK) officially implemented its Brexit plan and withdrew from the European Union (EU) on January 31, 2020, the UK and EU entered into an eleven-month “transition” period, the main purpose of which was to negotiate a free trade agreement (FTA) between the two parties. Finally, on December 24, 2020, the UK and EU announced that an agreement had been reached allowing originating goods to continue to flow under duty and quota-free conditions after the Brexit transition perio

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Fair Business Valuation When Terminating a Partnership

Shuster & Co.

Business partnerships are formed for many reasons, and many people find decades of success with the right partner. Sooner or later, nearly all partnerships come to an end. In many cases, a major life event, such as retirement, a change in health, divorce, etc. or conflicting viewpoints between partners may prompt a dissolution. Ideally, during the company’s founding, a dissolution procedure would have been outlined in the partnership agreement, but this isn’t always the case.

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Quantive Advises Tiger Innovations on Sale to General Atomics

Quantive

Quantive is pleased to announce that it acted as exclusive financial advisor to Tiger Innovations in its sale to General Atomics. Tiger is a leader in the development of cutting edge satellite systems and related space support systems for various US Government entities. “Acquiring Tiger Innovations strengthens our space systems capabilities,” stated Scott Forney, president […].

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How to Leverage Intent Data for Better Outcomes

Speaker: Susan Spencer, Principal of Spencer Communications

Intent signal data can go a long way toward shortening sales cycles and closing more deals. The challenge is deciding which is the best type of intent data to help your company meet its sales and marketing goals. In this webinar, Susan Spencer, fractional CMO and principal of Spencer Communications, will unpack the differences between contact-level and company-level intent signals.

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Past Event: Un-packing SPACs: Risks, Rewards and Everything in Between

Cooley M&A

Special purpose acquisition companies (SPACs) have exploded as an increasingly popular way for private companies to go public. There were more SPAC IPOs in 2020 than traditional IPOs. The market for SPAC IPOs and so-called “de-SPAC” transactions, by which private companies become public companies by combining with a SPAC, is as hot as ever. Many leading investors and businesspeople (not to mention a number of celebrities and athletes), are participating in some way in the SPAC boom.

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M&A Pre-Flight Check: Avoiding Common Issues in Aerospace & Defense Acquisitions

Shephard Mullin M&A

As anyone who follows the industry can tell you, mergers and acquisitions activity in the aerospace and defense industry has remained robust over the past decade. In 2019 alone, there were 460 corporate acquisitions in this sector. And while a slowdown in 2020 deal activity is certainly expected as a result of the COVID-19 pandemic, results for at least the second quarter remained strong, with 84 deal closings.

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IRS Releases 2020 Versions of Publication 503 and Form 2441 for Child and Dependent Care Expenses

ThomsonReuters

IRS Publication 503 (Child and Dependent Care Expenses (for 2020 Returns); IRS Form 2441 (Child and Dependent Care Expenses) and Instructions (2020). Publication 503. Form 2441. Instructions. The IRS has released the latest versions of Publication 503 and Form 2441 (and its accompanying instructions) for the 2020 tax year. Publication 503 explains the requirements that taxpayers must meet to claim the dependent care tax credit (DCTC) under Code § 21 for child and dependent care expenses.

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South African Appraisal Rights: Details of Settlement Provide Unique Look Into Bid-Ask Dynamic

Appraisal Rights

We’ve covered South African appraisal rights before – it remains a jurisdiction with active valuation and appraisal disputes making the news. One recent news article recaps a situation involving South African appraisal in the case of Sabvest Capital/Sabcap. Per the article, and this filing , “Sabcap” acquired all the shares of “Sabvest” in exchange for Sabcap shares via a scheme of arrangement.

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Data Update 4 for 2021: The Hurdle Rate Question!

Musings on Markets

What is a hurdle rate for a business? There are multiple definitions that you will see offered, from it being the cost of raising capital for that business to an opportunity cost , i.e., a return that you can make investing elsewhere, to a required return for investors in that business. In a sense, each of those definitions has an element of truth to it, but used loosely, each of them can also lead you to the wrong destination.

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Podcast: For Women to Climb in M&A, Male Allyship is ‘Essential’

Cooley M&A

In an installment of Law.com’s “Legal Speak” podcast, Jamie Leigh, partner and co-chair of Cooley’s mergers and acquisitions practice group, discusses the various levels of support needed to help build more diverse and equitable M&A teams in Big Law, including male allyship, as well as the importance of strategic thinking in law firm leadership and how clients are driving M&A culture change.

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Statement of Cash Flows vs. Cash Flow Statement

Speaker: Wayne Spivak - President and Chief Financial Officer of SBA * Consulting LTD, Industry Writer, and Public Speaker

The old adages that "cash is king" and "you can’t spend profits" still hold true today. But however well-known these sayings might be, it requires a change in mindset to properly implement a cash flow management system that predicts your business's runaway as accurately as possible. Key to this new mindset is understanding the difference between the Statement of Cash Flows, a historical look at the source and uses of cash, and the Cash Flow Statement, which uses transaction history and forward-l

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Top 10 Diligence Issues in Lead Generation Mergers and Acquisitions

Shephard Mullin M&A

As anyone who has been through a corporate sale process can tell you, there is no such thing as a “standard” M&A transaction. Every deal is different and presents a unique set of challenges. This is especially true of transactions involving lead generation companies, which can be very different than businesses in other industries. Amongst other differences, companies in this space utilize a wide variety of customized commercial arrangements and are subject to numerous industry-specific re

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CT Exit Planning: 2020 Survey Results

Business Sales M&A

New Haven, CT – VR Business Sales – Mergers & Acquisitions, Marcum LLP, and the Law Firm of Zangari Cohn Cuthbertson Duhl & Grello P.C. released the 2020 Year End Report of the CT Business Owners Exit Planning Survey. The Connecticut Business Owners Exit Planning Survey was created to measure how well owners are prepared for an exit and to gauge their sentiment for selling a business in.

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IRS Again Addresses COVID-19 Relief Applicable to Dependent Care FSAs

ThomsonReuters

IRS Information Letter 2020-0027 (Sept. 25, 2020). Available at [link]. The IRS has released another information letter responding to an inquiry regarding unused amounts in a participant’s dependent care flexible spending arrangement (FSA) account. The participant had unused amounts because his children did not attend summer camp due to COVID-19 and he did not expect to have additional childcare expenses for 2020.

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What Is Seed Money and How Do You Get It For Your Startup?

Lighter Capital

If you already have a functional prototype and a business plan and you've burned through much of your initial money, then you’re ready to start raising real capital for your startup. There are several natural questions that come up at this point: Where can I find the money I need? Who do I need to hire in my company at this stage? And how much money should I raise?

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Mastering Intent Data: Understanding its Importance & Best Practices

Speaker: Joe Apfelbaum, CEO of Ajax Union

In this webinar, Joe Apfelbaum, CEO of Ajax Union and business strategist, will take you through the ABCs of intent data. You'll learn how to effectively use it to drive business results, with practical tips on how to leverage both company and contact intent data to maximize your marketing efforts. Whether you're a seasoned marketer or just getting started, this webinar is a must-attend for anyone looking to stay ahead in the ever-evolving world of digital marketing.

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Guest Post: Cayman Court Confirms Appraisal Rights in Short-Form Mergers

Appraisal Rights

In a comprehensive ruling handed down last week, the Grand Court of the Cayman Islands confirmed that minority shareholders of companies that undertake a ‘short-form’ merger are entitled to dissent from the merger and to be paid fair value for their shares, as determined by the Grand Court. The ruling, delivered in Changyou.com Limite d, has wide-ranging implications, given that a number of Cayman Islands mergers have already been completed without dissent rights being offered to minority shareh

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ROLE OF NCLT IN THE CORPORATE FIELD AND WAY FORWARD

Law Essentials M&A

This blog is written by Chandrika Arora, a third year student at NMIMS, Kirit P. Mehta, School of Law, Mumbai.

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Lower Filing Thresholds for HSR Act Premerger Notifications and Interlocking Directorates Announced

Shephard Mullin M&A

Lower Thresholds For HSR Filings. On February 1 st , 2021, the Federal Trade Commission announced revised, lower thresholds for premerger filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The filing thresholds are revised annually, based on the change in Gross National Product (GNP) and had not been lowered since 2010. The new thresholds will become effective on March 4, 2021.

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Valuation Basics: The Three Valuation Approaches

Quantive

Business valuation involves an in-depth qualitative and quantitative analysis of a business […]

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How myths about the cloud are hurting your firm

ThomsonReuters

We’ve all heard the myths about cloud tax and accounting, including the intimidating theories that the cloud is not secure, expensive, complicated, or not up to compliance standards. Plus, as accountants, we tend to get comfortable with the on-premise, perhaps outdated software we’ve already implemented. However, the state of the tax and accounting industry is rapidly changing, and firms are having to shift their technology to keep from being left behind.

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Earn-outs and reverse earn-outs

Deal Law Wire

In May, we wrote about the increased focus on earn-out provisions during the pandemic as a method to mitigate the risk of a target’s post-closing under-performance and to bridge any valuation gap between the purchaser and seller. More recently, we discussed post-closing balance sheet adjustments as a separate tool to address the same risk. In this article, we will focus on (i) reverse earn-out provisions and (ii) a review of the use of earn-outs in 2020 M&A deals.

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Cannabis Valuation: Colorado Court Speaks to Contract Rights Involving Illegality

Appraisal Rights

As reported in this Law360 piece , “Illegality Nixes Most of Marijuana Investment Scheme Suit,” a Colorado judge dismissed an investor’s fraud claim against the principal behind an investment vehicle whose strategy revolved around the Colorado cannabis industry. The court found that the relief sought would violate the Controlled Substances Act, underscoring the perils of investing in a space that remains federally illegal.

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COST SEGREGATION PITFALLS

The Mentor Group

The awareness of using cost segregation to maximize tax depreciation has significantly increased. An added benefit was created by The Tax Act, allowing taxpayers to expense personal property (bonus depreciation). But buyer beware. Many unqualified persons have entered the "profession" and are masquerading as capable engineers. Here are the critical questions you need to answer before hiring a cost segregation person/firm: Verify their credentials.

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Hart-Scott-Rodino Act Thresholds Decrease for 2021

Cooley M&A

Baseline HSR threshold now $92 million. The Hart-Scott-Rodino Act requires that parties to certain transactions, including mergers and acquisitions, acquisitions of voting securities, and assets and minority investments, file notifications with the Department of Justice Antitrust Division and the Federal Trade Commission and observe a statutory waiting period if the transaction meets specified size-of-person and size-of-transaction thresholds and does not fall within an exemption.

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The Price-Value Feedback Loop: A Look at GME and AMC!

Musings on Markets

There are three topics that you can write or talk about that are almost guaranteed to draw a audience, stocks (because greed drives us all), sex (no reason needed) and salvation. I am not an expert on the latter two, and I am not sure that I have that much that is original to say about the first. That said, in my niche, which is valuation, many start with the presumption that almost every topic you pick is boring.

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IRS Releases 2021 Version of Publication 15-B, Employer’s Tax Guide to Fringe Benefits

ThomsonReuters

IRS Publication 15-B (Employer’s Tax Guide to Fringe Benefits (For use in 2021)). Available at [link]. The 2021 version of Publication 15-B reflects changes to a variety of fringe benefit rules, many of which provide COVID-19-related relief. Here are highlights: FSA Relief. The publication reflects relief for health and dependent care FSAs that allows employers increased flexibility for election changes, carryovers, and grace periods (among other things) in 2020 and 2021 (see our Checkpo

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Lower 2021 thresholds announced for merger reviews under Competition Act and Investment Canada Act

Deal Law Wire

The threshold for certain pre-closing net benefit reviews under the Investment Canada Act (ICA) and the threshold for a pre-closing merger notification under the Competition Act have now both been released for 2021. Thresholds under both statutes decreased slightly, meaning more transactions may be reviewable or notifiable, respectively, than in 2020.

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Settlement Proposed For Investors Challenging Restructuring Alleged to Benefit Insiders

Appraisal Rights

The Delaware Court of Chancery was asked last week to approve a $6.85 million settlement in case brought by a class of public stockholders challenging a corporate restructuring alleged to have favored insiders at the expense of the class. According to this Law360 article , PennyMac Financial Services, Inc. had been set up as an “Umbrella-C” or “Up-C” structure, whereby an LLC held all of the public company’s operating assets.

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Managing post-Brexit supply chain disruption

ThomsonReuters

The United Kingdom and European Union narrowly avoided the worst of Brexit’s possible outcomes when the EU-UK Trade and Cooperation Agreement (TCA) was signed on Dec. 24, 2020, a week before the Jan. 1 deadline for trade negotiations. News of the accord may have allowed supply chain managers to breathe a brief sigh of relief, but there are still plenty of changes in the 1,246-page agreement that will significantly impact post-Brexit supply chains for years to come.

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When Can an Employer Provide Nontaxable Local Lodging?

ThomsonReuters

QUESTION: Our company would like to assemble its senior staff for a four-day retreat at a facility near our headquarters to work on our long-term business plan and receive some training. This would not be travel “away from home” for most of them, and we understand that the usual travel exclusion rules will not apply to our local employees. But will we need to treat the value of lodging provided to those local employees as taxable income?

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2022 Outlook for Potential FUTA Credit Reduction States

ThomsonReuters

The December 2020 numbers from the U.S. Bureau of Labor and Statistics (BLS) on national unemployment noted that 45 states and the District had jobless rate increases from one year earlier, no doubt due to the coronavirus (COVID-19) pandemic. States like California, Hawaii and Nevada registered unemployment rates at or above 9% in December 2020 and throughout the pandemic many other states suffered record-high unemployment rates rendering the state’s unemployment trust fund insolvent.

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Fiduciaries Breached Their Duties by Misusing Health Plan Assets and Failing to Provide Notice of Coverage Lapse

ThomsonReuters

Hammer v. Johnson Senior Ctr., 2020 WL 7029160 (W.D. Va. 2020). When the employee in this case was diagnosed with cancer, she took a medical leave and began treatment. Around the same time, her employer was experiencing internal upheaval and financial pressures, and it failed to pay its health insurance premiums (both employee and employer portions).

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Cloud Considerations

ThomsonReuters

There is almost no aspect of our personal and professional lives that does not rely on cloud computing. In our personal lives, we have at least one streaming service – Netflix, Disney+, Spotify and the list can go on for quite a bit, therefore you are in the cloud. And if you among the rare who doesn’t shell out $10 – $18 monthly for a subscription to one of these businesses, but have photos and music on your phone that can also be accessed from a tablet or laptop, you too are in the cloud

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Court Dismisses Class Action COBRA Claims of Former Employee Who Still Had Coverage

ThomsonReuters

Carter v. Sw. Airlines Co. Bd. of Tr., 2020 WL 7334504 (M.D. Fla. 2020). A terminated employee brought a proposed class action lawsuit against her former employer’s board of trustees (in its capacity as plan administrator of the employer’s health plan), alleging that it sent her a late COBRA election notice that lacked essential information and confused her.

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How Do We Report ICHRA Coverage on Forms 1094-C and 1095-C?

ThomsonReuters

QUESTION: We are an applicable large employer (ALE). For 2020, we offered coverage under our self-insured health plan to our salaried employees. We offered our hourly employees coverage under an individual coverage HRA (ICHRA). How do we report the ICHRA coverage on Forms 1094-C and 1095-C? ANSWER: Employers were able to offer ICHRA coverage to employees starting January 1, 2020 (see our Checkpoint article ).

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