Public Company Insights
Showing 49–64 of 188 results
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Don’t overlook social media assets when planning M&A transactions
Year End 2015
Newsletter: Public Company Insights
Price: $225.00, Subscriber Price: $157.50
Word count: 436
Abstract: In M&A transactions, buyers typically scrutinize a seller’s trademarks, copyrights, patents and other intellectual property and demand comprehensive representations and warranties regarding these assets. But when it comes to social media assets, buyers rarely exercise the same level of diligence — if they pay attention to them at all. The legal status of social media accounts, user names, screen names, posts, feeds and other content as “assets” is somewhat uncertain. This article discusses why you need to do your due diligence in order to minimize certain social media issues.
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The cost of going — and being — public
Year End 2015
Newsletter: Public Company Insights
Price: $225.00, Subscriber Price: $157.50
Word count: 617
Abstract: An initial public offering is a complex, time-consuming and costly undertaking. Unfortunately, many companies that seek the benefits of “going public” underestimate the significant costs involved, as well as the ongoing costs of being a public company. This article discusses the JOBS Act, which contains several provisions designed to improve access to capital markets, including crowdfunding and expanded private placement exemptions.
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When is it right to disclose government investigations?
Year End 2015
Newsletter: Public Company Insights
Price: $225.00, Subscriber Price: $157.50
Word count: 552
Abstract: When a company receives a subpoena or a notice from a government entity, watch out. Regulation S-K sets forth reporting requirements for various SEC filings. For example, Item 103 requires companies to describe “any material pending legal proceedings, other than ordinary routine litigation,” including “any such proceedings known to be contemplated by governmental authorities.” This article discusses the ins and outs of government investigations.
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Implementing the new revenue standard: No time to lose
Year End 2015
Newsletter: Public Company Insights
Price: $225.00, Subscriber Price: $157.50
Word count: 1026
Abstract: In August 2015, the FASB issued ASU No. 2015-14, deferring the effective date of its new revenue recognition standard by one year. Unfortunately, that doesn’t mean that all companies should relax their implementation efforts. This article discusses why it’s necessary to get prepared by assessing the impact on how — and when — revenue is reported, identifying areas in which management will need to rely more heavily on judgment and estimates, determining the nature and extent of required disclosures, and so forth. A brief sidebar discusses a 5-step program regarding recognizing revenue.
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Confidentiality agreements – Why it’s important to address whistleblowing
October / November 2015
Newsletter: Public Company Insights
Price: $225.00, Subscriber Price: $157.50
Word count: 422
Abstract: The Securities and Exchange Commission (SEC) has begun to crack down on confidentiality agreements that potentially stifle employee whistleblowing. This short article discusses why it’s important to address the issue in order to avoid monetary penalties and other sanctions.
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SEC to relax registration requirements
October / November 2015
Newsletter: Public Company Insights
Price: $225.00, Subscriber Price: $157.50
Word count: 630
Abstract: An initial public offering (IPO) isn’t the only way a private company would have to start filing certain documents with the SEC. Companies are required to register with the SEC in accordance with the Securities Exchange Act of 1934 after they reach a certain number of shareholders and a certain level of assets. To enable private companies to stay private longer (and conduct an IPO when they’re ready), the Jumpstart Our Business Startups (JOBS) Act of 2012 relaxed the registration requirements. And the SEC is preparing to finalize proposed regulations implementing the new requirements. This article discusses the SEC’s higher reporting thresholds and treatment of equity compensation.
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Rounding up recent accounting developments
October / November 2015
Newsletter: Public Company Insights
Price: $225.00, Subscriber Price: $157.50
Word count: 564
Abstract: Keeping up with changing accounting standards is critical to every public company’s well-being. This article explains why it’s important to review recent developments that affect consolidation, pushdown accounting, hedge accounting, lease accounting, and debt issuance costs.
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Time to review your director compensation plan?
October / November 2015
Newsletter: Public Company Insights
Price: $225.00, Subscriber Price: $157.50
Word count: 871
Abstract: In the last 10 years, shareholder litigation over allegedly excessive executive compensation has become increasingly common. And more recently, some shareholders have set their sights on director compensation. If a company’s compensation plan fails to impose specific limits on director compensation, particularly equity compensation, it may be vulnerable to a shareholder challenge. This article discusses a recent derivative action by the Delaware Chancery Court in Calma v. Templeton. A sidebar discusses why it’s likely that there will be more litigation over director compensation going forward.
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Making the audit process more efficient
August / September 2015
Newsletter: Public Company Insights
Price: $225.00, Subscriber Price: $157.50
Word count: 452
Abstract: Recently, the Center for Audit Quality (CAQ) and the Institute of Internal Auditors (IIA) conducted a series of roundtable discussions among internal auditors, external auditors and audit committee chairs. The purpose was to identify major risk management and financial statement audit challenges, and to examine ways these three groups can work together. This article discusses how improving relationships can help the audit process be more efficient.
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DOJ clarifies successor liability for FCPA violations
August / September 2015
Newsletter: Public Company Insights
Price: $225.00, Subscriber Price: $157.50
Word count: 517
Abstract: In a recent opinion release, the U.S. Department of Justice (DOJ) provided guidance on a company’s potential successor liability for an acquisition target’s violations of the Foreign Corrupt Practices Act (FCPA). The opinion clarifies that acquisitions don’t “create liability where none existed before.” In other words, an acquirer isn’t liable for a target’s corrupt acts if the target wasn’t subject to U.S. jurisdiction when they occurred. This article explains the ins and outs of the opinion release.
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The “Mini-IPO” – Making it easier for growth companies to raise capital
August / September 2015
Newsletter: Public Company Insights
Price: $225.00, Subscriber Price: $157.50
Word count: 747
Abstract: For private companies seeking capital, recently finalized SEC regulations provide an alternative to an IPO. Pursuant to the Jumpstart Our Business Startups (JOBS) Act of 2012, the new regs allow startups to raise up to $50 million in a “mini-IPO.” This article discusses the ins and outs of this new option.
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Performance-based pay regulations finalized – Public companies should review their compensation plans
August / September 2015
Newsletter: Public Company Insights
Price: $225.00, Subscriber Price: $157.50
Word count: 891
Abstract: On March 31, 2015, the IRS issued final regulations regarding two important exceptions to IRC Section 162(m), which caps a public company’s deduction for compensation paid to top executives at $1 million. The exceptions apply to qualified performance-based compensation and to compensation paid by new public companies during a transition period. This article digs into the final regs. A sidebar notes the conditions under which a plan qualifies for the performance-based pay exception.
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Why it’s important to have the right directors on your board
June / July 2015
Newsletter: Public Company Insights
Price: $225.00, Subscriber Price: $157.50
Word count: 429
Abstract: Board composition is a very important issue for public companies. SEC rules and stock exchange listing standards impose certain requirements for board and committee composition. At the same time, public companies are under increasing pressure from regulators, investors and other stakeholders to ensure their boards are sufficiently diverse and have directors with the right skill sets. This article explains why it’s so critical to place the right directors on a board and lists factors to consider in choosing them.
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SEC, FINRA announce 2015 examination priorities
June / July 2015
Newsletter: Public Company Insights
Price: $225.00, Subscriber Price: $157.50
Word count: 711
Abstract: Earlier this year, the SEC and FINRA outlined their 2015 examination priorities. Although these priorities focus on investment advisors, broker-dealers, transfer agents and stock exchanges, they will have an indirect impact on public companies. This article explains the types of risks these regulators are concerned about.
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Are your programs working? Evaluating ethical conduct in companies
June / July 2015
Newsletter: Public Company Insights
Price: $225.00, Subscriber Price: $157.50
Word count: 537
Abstract: Many companies that get caught up in scandals have ethics and compliance (E&C) programs. But in many cases, they just don’t work. This article shows that one way to evaluate a program is to compare it to those of companies that achieve the highest Program Effectiveness Index (PEI) scores.
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Understanding strategies and best practices – The ins and outs of earnings calls
June / July 2015
Newsletter: Public Company Insights
Price: $225.00, Subscriber Price: $157.50
Word count: 895
Abstract: The quarterly earnings call is one of the most important tools public companies use to communicate with shareholders, analysts, journalists and other interested parties about their financial results. Typically, these calls are accompanied (or preceded) by a press release that summarizes the company’s financial results and, in many cases, provides more detailed financial information filed with the SEC. This article explains the importance of earnings calls. A sidebar discusses the results of one survey regarding them.