Public Companies
Showing 113–128 of 188 results
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Should your company provide earnings guidance?
April / May 2013
Newsletter: Public Company Insights
Price: $225.00, Subscriber Price: $157.50
Word count: 311
Abstract: Public companies aren’t required by the SEC to provide earnings forecasts or guidance. But securities analysts and shareholders often expect these quarterly estimates of projected earnings. So companies need to weigh the pros and cons of making earnings guidance announcements for themselves. This article explains what companies should do if they decide to discontinue providing earnings guidance.
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Unlocking the mysteries of PCAOB inspections
April / May 2013
Newsletter: Public Company Insights
Price: $225.00, Subscriber Price: $157.50
Word count: 648
Abstract: Corporate audit committees are keen to know the results of audit firm inspections by the Public Company Accounting Oversight Board (PCAOB, or the “Board”), but such information can be hard to come by. This article discusses a recent PCAOB release that describes the Board’s inspection process and suggests strategies for initiating discussions with external auditors about their inspection results.
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Conflict minerals disclosure – Why you need to vet your company’s supply chains
April / May 2013
Newsletter: Public Company Insights
Price: $225.00, Subscriber Price: $157.50
Word count: 643
Abstract: Last year, the SEC adopted its final rule requiring public companies to disclose their use of “conflict minerals.” The rule is designed to avoid trading or otherwise exploiting certain minerals that finance armed conflict in Africa. Complying with the new rule may require significant preparation; this article explains the three-step compliance process.
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CGOs make corporate governance a top priority
April / May 2013
Newsletter: Public Company Insights
Price: $225.00, Subscriber Price: $157.50
Word count: 837
Abstract: Despite reforms over the past decade, fraud, accounting irregularities, conflicts of interest and other corporate malfeasance continue to make headlines. To ensure that corporate governance matters get the attention they deserve, many companies are appointing chief governance officers (CGOs). This article discusses the roles and responsibilities of a CGO and how to go about picking the right person. A sidebar notes that good governance can enhance the value of a company’s stock.
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New rules enhance auditor communication requirements
February / March 2013
Newsletter: Public Company Insights
Price: $225.00, Subscriber Price: $157.50
Word count: 448
Abstract: In August, the Public Company Accounting Oversight Board (PCAOB) finalized a new standard that’s designed to improve communications between audit committees and external auditors. As this article explains, the standard is meant to enhance existing requirements, focus auditor communication on significant matters and link new communications to the performance requirements of other PCAOB standards.
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In the courts — Why companies must be careful with MD&A disclosures
February / March 2013
Newsletter: Public Company Insights
Price: $225.00, Subscriber Price: $157.50
Word count: 655
Abstract: A 2012 legal decision may increase pressure on companies to make proper disclosures of Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A). This article discusses the case, which appears to have lowered the bar for plaintiffs seeking to pursue securities litigation based on a company’s failure to disclose trends and uncertainties.
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After the ban: Should you advertise private placements?
February / March 2013
Newsletter: Public Company Insights
Price: $225.00, Subscriber Price: $157.50
Word count: 775
Abstract: One of the provisions of last year’s JOBS Act relaxes the ban on advertising and public solicitation for certain private placements. But before companies start placing ads and touting their offering online, they still need to ensure that their investors are accredited — and take additional steps to verify that they are. This article lists the factors companies should consider to determine the reasonableness of investor verification steps.
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Risky business — Reduce M&A liability with anticorruption due diligence
February / March 2013
Newsletter: Public Company Insights
Price: $225.00, Subscriber Price: $157.50
Word count: 878
Abstract: As demonstrated by several high-profile settlements in recent years, the U.S. Department of Justice and the SEC have been aggressively enforcing the Foreign Corrupt Practices Act (FCPA). For any company that’s involved in or contemplating merger and acquisition activities, anticorruption due diligence is critical — particularly if a target does business in high-risk countries. This article discusses red flags to look for and how to deal with violations that are found. A sidebar explains the practices the FCPA covers.
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Why your board needs IT expertise
October / November 2012
Newsletter: Public Company Insights
Price: $225.00, Subscriber Price: $157.50
Word count: 447
Abstract: These days, information technology (IT) is a critical component of most companies’ business strategies. Increasingly, companies are addressing IT issues by ensuring that their boards have some IT oversight expertise. This article notes the benefits of board-level IT oversight and how it might be implemented.
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Rewiring the switch — SEC to test new circuit breakers
October / November 2012
Newsletter: Public Company Insights
Price: $225.00, Subscriber Price: $157.50
Word count: 671
Abstract: On May 6, 2010, the Dow Jones Industrial Average plunged approximately 1,000 points — and then recovered those losses in a matter of minutes. In the wake of the “Flash Crash,” the SEC acknowledged that the existing “circuit breaker” system designed to protect the financial markets from excessive volatility and massive panic selloffs could use some rewiring. This article discusses two pilot initiatives that will take effect in 2013.
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Earnouts: Don’t overlook the tax implications
October / November 2012
Newsletter: Public Company Insights
Price: $225.00, Subscriber Price: $157.50
Word count: 687
Abstract: When one company acquires another, the buyer and seller often have conflicting views on the target’s value. One way to bridge this valuation gap is with an earnout. When negotiating earnout provisions, the parties typically focus on financial issues. But, as this article explains, the potential tax implications deserve attention, too.
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Is the price right? — Management must assume responsibility for fair value
October / November 2012
Newsletter: Public Company Insights
Price: $225.00, Subscriber Price: $157.50
Word count: 939
Abstract: Estimating the fair value of a public company’s investments can be difficult and subjective. Many companies rely on third-party pricing sources such as broker/dealers or valuation specialists for fair value recommendations. When companies do so, it’s important that their management understand its responsibility to oversee the process and implement effective internal controls for financial reporting purposes. This article lists questions that management should ask and controls it might implement. A sidebar discusses the three-tier fair value hierarchy.
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IFRS progress report: Standards boards and SEC discuss details
August / September 2012
Newsletter: Public Company Insights
Price: $225.00, Subscriber Price: $157.50
Word count: 370
Abstract: Recently, the Financial Accounting Standards Board and the International Accounting Standards Board released an update on the status of their project to converge U.S. Generally Accepted Accounting Principles with International Financial Reporting Standards. This article lists the four remaining priority projects.
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Reverse mergers suffer potentially fatal blows
August / September 2012
Newsletter: Public Company Insights
Price: $225.00, Subscriber Price: $157.50
Word count: 640
Abstract: In recent years, many private companies have relied on the reverse merger as a quicker and cheaper alternative to a traditional initial public offering. However, as this article explains, recent SEC rules and congressional legislation have created additional hurdles for reverse mergers, effectively eliminating many advantages of such transactions.
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Short-swing profits rule — Supreme Court protects corporate insiders
August / September 2012
Newsletter: Public Company Insights
Price: $225.00, Subscriber Price: $157.50
Word count: 769
Abstract: This article discusses a recent U.S. Supreme Court decision rejecting the Ninth Circuit’s 30-year-old rule allowing shareholders to file claims for recovery of short-swing profits years after the fact. In a case alleging insider collusion to drive up a post-IPO stock price, a district court dismissed the plaintiff’s complaints, citing the two-year statute of limitations. The Ninth Circuit reversed, asserting that the two-year-period was tolled (suspended). But the Supreme Court disagreed, sending the case back to the lower courts to apply standard equitable tolling principles.
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How does the JOBS Act affect public companies?
August / September 2012
Newsletter: Public Company Insights
Price: $225.00, Subscriber Price: $157.50
Word count: 1060
Abstract: The Jumpstart Our Business Startups (JOBS) Act, signed into law earlier this year, primarily benefits privately held companies, making it easier for them to raise capital without going public. It also reduces the cost of an initial public offering (IPO) and eases regulatory burdens for many private companies. However, as this article explains, the act also contains potential benefits for companies that are already publicly held, and will benefit a new class of issuers known as emerging-growth companies. A sidebar lists additional JOBS Act provisions that make it easier for private companies to raise capital.