LaPorte

JANUARY 5, 2024

(authored by RSM US LLP) Notice 2024-12 clarifies rules regarding research performed under a contract while Rev. The post New guidance on section 174 research expenditures first appeared on LaPorte. 2024-9 updates guidance on accounting method changes.

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Reynolds Holding

MARCH 18, 2024

a gaming and entertainment company, signed a merger agreement providing for the US$69 billion acquisition of Activision by Microsoft. Specifically, the plaintiff alleged violations of Section 251(b), Section 251(c), Section 251(d), and Section 141 of the DGCL, and the defendants moved to dismiss these claims.

Dividends 45

Dividends Marketability 45

Harvard Corporate Governance

JULY 7, 2022

On June 3, 2022, the US Securities and Exchange Commission (SEC) adopted amendments to Rule 101 of Regulation S-T that eliminate the option for issuers and filing persons to file a number of forms in paper format. This post is based on his MWE memorandum. Glossy” annual reports to security holders. Form 6-K filings [1].

Banking 195

Banking Marketability 195

LaPorte

MARCH 31, 2022

(authored by RSM US LLP) Exporters of crude oil were entitled to a refund of section 4611 oil spill excise tax. The post Court rules on excise tax refunds for exported crude oil first appeared on LaPorte.

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LaPorte

OCTOBER 14, 2022

(authored by RSM US LLP) RSM submits comment letter on section 163(j) business interest expense law. The post RSM submits comment letter on section 163(j) business interest expense law first appeared on LaPorte.

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Harvard Corporate Governance

NOVEMBER 23, 2022

New environmental, social and governance (ESG) reporting requirements in the European Union and the US are set to fundamentally change the nonfinancial reporting landscape. The information is to be included in a separate section of the management report, subject to mandatory audit, and will feed into a publicly accessible EU website.

Compliance 176

Compliance 176

Reynolds Holding

APRIL 23, 2024

On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association (DSBA) approved proposed amendments to the Delaware General Corporation Law (DGCL) in order to align the DGCL’s provisions with current market practices following several recent Court of Chancery decisions.

Private Equity Firm 45

Private Equity Firm Marketability Compliance Equity 45

Reynolds Holding

APRIL 17, 2024

The issue presented was whether the failure to make a disclosure pursuant to Item 303 of Regulation S-K can serve as the basis for a securities fraud claim under Section 10(b) of the Securities Exchange Act of 1934 (Exchange Act), “even in the absence of an otherwise-misleading statement.”

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Harvard Corporate Governance

NOVEMBER 3, 2023

Posner, Cooley LLP, on Thursday, November 2, 2023 Tags: CFO , Pareteum , SEC , Section 17(a) Circuit , ESG , intraportfolio , SEC SEC charges executives with fraudulent revenue recognition practices Posted by Cydney S.

Dividends 184

Dividends Equity Marketability 184

Harvard Corporate Governance

OCTOBER 5, 2022

Plaintiffs seeking to bring such a suit would likely allege one or more of the following causes of action: Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 (the “Securities Act”), and. Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated.

Marketability 197

Marketability 197

LaPorte

FEBRUARY 13, 2023

(authored by RSM US LLP) 2022 brings required capitalization and potentially hard decisions The post Take action on section 174 R&E compliance first appeared on LaPorte.

Compliance 52

Compliance 52

Reynolds Holding

DECEMBER 5, 2023

Pirani , [1] many have predicted that Section 11 of the Securities Act of 1933 will decline into a state of near irrelevance. Some have mourned this prospect in the belief that Section 11 induced issuers to comply with high standards of due diligence in public offerings. In the wake of Slack Techs.,

Marketability 52

Marketability Banking 52

Reynolds Holding

APRIL 2, 2024

Legislation proposing to amend the General Corporation Law of the State of Delaware (the “DGCL”) has been approved by the Council of the Corporation Law Section of the Delaware State Bar Association and is expected to be introduced to the Delaware General Assembly for consideration during its 2024 regular session. Activision Blizzard, Inc.

Marketability 45

Marketability Compliance Finance Appraisal 45

Harvard Corporate Governance

JULY 18, 2022

In this paper and the related book section, I assess what the evidence on stock-market-induced short-termism tells us for policymaking. For this kind of policymaking purposes, we want to know whether the stock market is inducing economy-wide costs, and what the cheapest remedy would be for those costs.

Marketability 197

Marketability Finance 197

Reynolds Holding

JANUARY 21, 2024

Although Rule 10b5-1 plans are supposed to be irrevocable, insiders who back out of a plan have so far escaped liability under the central anti-fraud provision of the federal securities laws (Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder) principally because a violation of that provision requires an actual trade.

Corporate Finance 59

Corporate Finance Finance 59

LaPorte

DECEMBER 9, 2021

(authored by RSM US LLP) Under the BBB Act, only the 50% gain exclusion would be available to taxpayers that sell QSBS. The post Proposed amendments to section 1202: Effect on federal tax liability first appeared on LaPorte. How would this affect their tax liability?

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ThomsonReuters

JULY 1, 2022

We asked: “There are three sections to Form I-9. Employers must complete and sign Section 2 of Form I-9 within a certain period of time from the date of hire (first day of work for pay) for a new employee. Also, employers are required to complete Section 3 of Form I-9 for reverification and rehires. COVID-19 challenges.

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Reynolds Holding

NOVEMBER 20, 2023

Transfers “avoided” under section 548 can be recovered under section 550(a) of the Bankruptcy Code. Transfers “avoided” under section 548 can be recovered under section 550(a) of the Bankruptcy Code. Transfers “avoided” under section 548 can be recovered under section 550(a) of the Bankruptcy Code.

Banking 40

Banking Marketability Equity 40

Benzinga

APRIL 27, 2023

and BioSpectra Canada, Ltd (together, "BioSpectra") will acquire all of the outstanding common and preferred shares of the Company for total consideration of $6,940,000, of which US$6,924,980.02 will be paid for 3,432,478 common shares outstanding and US$15,019.98 The price per common share is US$2.017.

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Musings on Markets

JANUARY 28, 2024

Using the construct from the last section, I will start by looking at price-based risk measures and then move on to intrinsic risk measures in the second section. At the start of 2023, the median cost of capital, in US dollars, is 7.9% (8.7%) for a US (global) company , lower than the 9.6

Risk Premium 93

Risk Premium Beta Start-ups Equity 93

Benzinga

JULY 14, 2023

TRANSACTION BACKGROUND On May 31, 2023, Reunion and affiliates of MPM entered into a definitive arrangement agreement (the " Arrangement Agreement "), whereby affiliates of MPM would acquire Reunion in an all-cash transaction valued at approximately US$13.1 Full story available on Benzinga.com

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Benzinga

AUGUST 1, 2023

million by way of a court-approved plan of arrangement under Section 192 of the Canada Business Corporations Act. in cash for each Share held immediately prior to the effective time of the Arrangement. in cash for each Share held immediately prior to the effective time of the Arrangement. As previously announced, the Arrangement was approved.

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ABI

JANUARY 13, 2022

1] In In re Al Zawawi , a bankruptcy court in Florida held that a foreign debtor does not have to meet the US debtor-eligibility requirements for a foreign representative to obtain Chapter 15 recognition of a foreign proceeding. [2] 8] The parties did not dispute that the Foreign Representative met the section 1517 requirements. [9]

Equity 40

Equity 40

Harvard Corporate Governance

AUGUST 22, 2022

the impact of climate-related events and transition activities on the line items of a registrant’s consolidated financial statements, as well as on the financial estimates and assumptions used in the financial statements. Let us start with the costs. My support is based on my assessment of the costs and benefits of the proposal.

Compliance 188

Compliance Market Capitalization Marketability 188

Reynolds Holding

APRIL 27, 2022

However, these trends were further accelerated by the 2021 revision of Japan’s Corporate Governance Code and the TSE’s listing section reform which took effect on April 4, 2022. The Growth section is mainly for former Mother section listed companies. More Japanese companies are also adding female directors to their boards.

Compliance 59

Compliance 59

ThomsonReuters

MAY 18, 2023

EBIA Comment: While the outcome of this case is yet to be decided, it reminds us that severance agreements are not a substitute for COBRA compliance. For more information, see EBIA’s COBRA manual at Section VII.M (“Special Issues: Severance Agreements and Severance Pay”). Contributing Editors: EBIA Staff.

Compliance 93

Compliance 93

ThomsonReuters

NOVEMBER 8, 2022

22-cv-06857, US District Court, Northern District of California (San Francisco)). Payroll Guide ¶23,000 and State Wage Payment Sections, Beginning with Payroll Guide ¶17,104. EBIA manuals: 401(k) Plans manual at Sections II.H.2 Twitter Inc., Many states have WARN Act laws as well. 2 (“HCE Compensation Threshold”), XVIII.K.2

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69

Reynolds Holding

JULY 17, 2023

Section 5 of the Securities Act prohibits the “offer or sale” of any “security” unless it is registered with the Securities and Exchange Commission or otherwise qualifies for an exemption. 293 (1946) [2] Section 5 is a transaction prohibition, with exceptions in Section 4. Howey Co. , Howey Co. , Ralston Purina Co. , 119 (1953).

Finance 98

Finance Marketability 98

Farrel Fritz

OCTOBER 16, 2023

21, 2023] , treats us to a lengthy discussion of how those basics work. Specifically, Section 13.3(c) Section 13.1 SAM eventually sued CVH for breach of the operating agreement in connection with CVH’s failure to pay SAM the 10% dissolution premium under Section 13.1 is unclear, the next Section 13.2

Equity 59

Equity Start-ups 59

Benzinga

APRIL 1, 2024

Acclarent's strong commercial capabilities, R&D expertise, advanced portfolio and deep clinical knowledge will be important assets to Integra, enabling us to deliver transformative technologies to restore patients' lives," said Mike McBreen, executive vice president and president, Codman Specialty Surgical division. "We

Technology 45

Technology Marketability 45

Harvard Corporate Governance

SEPTEMBER 23, 2022

What’s Next for US M&A. Tags: Financial reporting , Internal control , regulation , Sarbanes–Oxley Act , SOX , SOX Section 404. Posted by Maria Castañón Moats and Jamie Gamble, PricewaterhouseCoopers LLP, on Tuesday, September 20, 2022. Sarbanes-Oxley § 404 at Twenty. Posted by Stephen M.

Equity 214

Equity Technology 214

Reynolds Holding

JUNE 22, 2023

The Rise of Derivative Borak Suits In 1964, the Supreme Court in Borak held that, under Section 14(a) of the Securities Exchange Act of 1934, as implemented by Rule 14a-9 , shareholders enjoy an implied private right of action to bring claims for false or misleading proxy statements. In 2019, when the Supreme Court granted cert in Emulex v.

Compliance 64

Compliance Equity 64

Reynolds Holding

DECEMBER 6, 2023

It was part of a larger set of related congressional enactments in section 913 of the Dodd-Frank Act (Dodd-Frank 913), but the SEC did not assess the history, structure, and context of Dodd-Frank 913 to develop an informed understanding of Congress’ choices and boundaries. Those words and concepts dominated section 913.

Technology 52

Technology 52

Benzinga

JULY 13, 2023

Pursuant to the terms and conditions of the Arrangement, all Shareholders will be entitled to receive US$1.12 in cash for each common share held immediately prior to the effective time of the Arrangement.

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Benzinga

SEPTEMBER 21, 2023

In our Dissident Circular, we used what we thought was a very generous 5x EV/EBITDA multiple for Strathcona and the combined entity versus a conservative 3.5x 6 We would be happy to share the thought process behind our valuations should you give us a call. With 140 sections that are half undeveloped, the acreage alone could easily be.

EBITDA 40

EBITDA Equity Marketability 40

Internal Audit 360

MAY 11, 2022

After reading the book, I started to consider my own regrets as an internal auditor and what we might be able to learn about the regrets of other internal auditors that could help us improve in our profession. More on this in the Morals section below. You may even be bold enough to share it with us in the comment section below.

Start-ups 98

Start-ups Banking 98

Reynolds Holding

APRIL 18, 2024

In a new paper, we seek to address these questions by examining the impact of Section 406 of the Sarbanes-Oxley Act (SOX), which mandates that all publicly listed companies in the U.S. This process yielded a final sample of 176 firms, allowing us to conduct a longitudinal study spanning multiple years.

Start-ups 64

Start-ups Book Value Compliance Finance 64