Private Equity VS Real Estate Transactions | #4 Optimizing Total Asset Value
Private Equity VS Real Estate Transactions | #2 EBITDA Valuations Explained
Podcast: Questions & Concerns About Documentation: A Conversation with Colin Adams, M-III Partners
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
As companies prepare for next proxy season, they should review SEC staff guidance on the pay vs. performance table. In addition to recent staff interpretations, as discussed in our October 2, 2023 post and February 22, 2023...more
On March 14, 2023, the Securities and Exchange Commission (“SEC”) issued a cease-and-desist order (the “Order”)1 and charged DXC Technology Company (“DXC”), an IT company based in Virginia, with violations of Rule 100(b) of...more
Along with equal prominence, probably one of the most often non-GAAP comments we see issued by the U.S. Securities and Exchange Commission (SEC) Staff involves its objection to adjustments that it believes substitute...more
A key to success for any growth company is navigating the numbers, with success and visibility in accounting and finance, preferably up and to the right. Nowadays, companies are experiencing accounting challenges as they...more
It should come as no surprise to readers of our blog that public companies often expend significant resources each year on managing litigation matters. As a result, perhaps it is natural that some companies might want to...more
In response to the COVID-19 epidemic, the U.S. government has provided relief to companies through various grant programs. The receipt of these grant proceeds represents a meaningful lifeline to many companies and the...more
The definition earnings before interest, taxes, depreciation and amortization (“EBITDA”) and adjusted EBITDA have always been important and highly negotiated pieces of credit agreements and M&A transactions....more
The COVID-19 virus has ushered in unprecedented and challenging times for our country and our global community. From the deeply personal pain and suffering caused by the virus as a health pandemic to behavioral adjustments...more
A recent SEC comment letter contained an exchange in which the Staff, in connection with a 10-K review, reminded the registrant to give equal prominence to the comparable margins computed on a GAAP basis wherever EBITDA...more
As many parts of the United States begin to focus on recovering from the profound impact caused by the COVID-19 outbreak, businesses are looking to minimize the pandemic’s toll on their financial performance....more
After an M&A transaction, a buyer may discover certain misrepresentations as to the target company’s historical reserves. These misrepresentations often result in a RWI claim by the acquiring company. In these cases, it is...more
After an M&A deal closes, the purchaser may discover information that it considers erroneous in the balance sheet accounts in the acquired company’s financial statements....more
Private equity fund managers need to develop reliable valuation processes and procedures when conducting fair value analyses in support of their investments to allow for a seamless review by independent auditors....more
At the end of last year, in an enforcement action brought by the Division of Enforcement of the Securities and Exchange Commission (SEC) against ADT Inc. (ADT), reporting companies were reminded that the SEC continues to...more
SEC Penalizes Company for Non-Compliance with Equal or Greater Prominence Requirement in Earnings Releases - In late December, the SEC settled its first “equal or greater prominence” enforcement action under its non-GAAP...more
The SEC’s Division of Enforcement recently instituted cease-and-desist proceedings against a company for violating Section 13(a) of the Exchange Act and Rule 13a-11 by including non-GAAP financial measures in two of its...more
The SEC recently instituted cease and desist proceedings relating to a company's use of non-GAAP financial measures, signaling the agency's continued focus on these disclosures, particularly in public company earnings...more
In a cease-and-desist order dated December 26, 2018, the Securities and Exchange Commission enforced rules regarding the disclosure of non-GAAP financial measures, resulting in a $100,000 penalty to the violating issuer. With...more
On December 26, 2018, the SEC filed a cease-and-desist order and fined ADT Inc. (“ADT”) $100,000 for its use of non-GAAP financial measures without giving equal or greater prominence to the comparable GAAP financial measures....more
The US Securities and Exchange Commission (SEC) recently gave a strong reminder of the importance of providing equal or greater prominence to the most directly comparable financial measures calculated and presented in...more
The SEC brought a settled enforcement action against ADT Inc. because it did not afford equal or greater prominence to comparable GAAP financial measures in two of its earnings releases containing non-GAAP financial...more
As we wind down the third quarter of 2018 and turn our attention toward year-end disclosures, it is helpful to review U.S Securities and Exchange Commission (SEC) comment letter trends to improve financial statement...more
The Situation: New rules for the accounting of operating leases will come into force under the International Financial Reporting Standards ("IFRS") and U.S. Generally Accepted Accounting Principles ("U.S. GAAP") in 2019. The...more
Welcome to this fifth edition of Proskauer’s IPO Study. In it you will find our analysis of market practices and trends for U.S.-listed initial public offerings (IPOs). Our proprietary database and analyses now cover 462 IPOs...more