News & Analysis as of

Generally Accepted Accounting Procedures

Generally Accepted Accounting Principles (GAAP) are accounting standards and procedures that are used by companies within a particular jurisdiction to prepare financial records and statements. These principles... more +
Generally Accepted Accounting Principles (GAAP) are accounting standards and procedures that are used by companies within a particular jurisdiction to prepare financial records and statements. These principles are intended to create consistency in documentation across companies and industries. Consistent documentation assists investors to better analyze potential investments and assists regulators to detect potential fraud and/or wrongdoing. less -
Cooley LLP

Non-GAAP Financial Metrics and Disclosures: Regulation G and Item 10(e) of Regulation S-K

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Non-GAAP financial measures are financial metrics that are not based on standard accounting principles but are presented by a company to provide additional insight into its performance. These measures often exclude certain...more

Allen Barron, Inc.

How to Choose the Right Tax Attorney

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Are you searching for information on how to choose the right tax attorney? Are you a U.S. taxpayer who has a challenge with the IRS or a state tax agency? Are you facing an IRS or state tax audit? Are you an American...more

Cornerstone Research

Number of Accounting-Related Securities Class Action Filings and Settlements Remained Steady in 2024 as Size of Settlements Shrunk

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The number of accounting-related securities class action filings and settlements remained steady in 2024, with the number of filings increasing slightly and for the third consecutive year, according to a new report from...more

Seward & Kissel LLP

SEC Issues Industry Letter Allowing Insurance Companies to File Certain Financial Statements

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Who may be interested: Insurance Companies - Quick Take: In an Industry Letter, the SEC’s Division of Investment Management stated that insurance companies may file financial statements prepared in accordance with...more

Cooley LLP

Form 10-K: Our Clawback Checkbox FAQs

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We’re in Year 2 for the clawback checkboxes on the cover of the Form 10-K and we’re fielding a lot of questions from clients about them right now. As Cydney Posner noted a little while back in her Cooley blog, there is still...more

Cooley LLP

SEC charges Celsius Holdings with improper accounting for stock awards and disclosure control failures

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In this settled action—part of a slew of SEC Enforcement cases reported out in the last days before the change in Administration—the SEC alleged that Celsius Holdings, Inc. engaged in improper accounting for stock-based...more

Allen Barron, Inc.

Foreign Corporate Ownership and Investments

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Are you involved in offshore or foreign corporate ownership and investments? Do you have real property, assets, or foreign bank or investment accounts? U.S. taxpayers with offshore business interests, holdings, investments,...more

Latham & Watkins LLP

Financial Statement Requirements in US Securities Offerings: What Non-US Issuers Need to Know - 2025 Edition

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The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s...more

Latham & Watkins LLP

Financial Statement Requirements in US Securities Offerings: What You Need to Know - 2025 Edition

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The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s...more

Cooley LLP

What might the FASB be looking at for 2025?

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In the last couple of months of 2024, the FASB issued some “invitations to comment” intended to allow FASB stakeholders to express their views on whether or not the FASB should pursue the projects identified. It could well...more

Cooley LLP

SEC charges Entergy with violation of internal accounting controls requirements

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At the end of last year, the SEC announced settled charges against Entergy Corporation, a Louisiana-based utility company with shares traded on the NYSE, for failure to maintain internal accounting controls adequate to ensure...more

Seward & Kissel LLP

Annual Report and Shareholder Meeting Season and Other Recent SEC Developments

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This memorandum summarizes key U.S. Securities and Exchange Commission (“SEC”) and stock exchange regulatory filing deadlines, new disclosure requirements and general tips and guidance for both U.S. domestic issuers and for...more

Vinson & Elkins LLP

Freight Accounting Fumble Leads to SEC Fine: UPS Penalized for Not Booking Known Impairment to Goodwill

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The Securities and Exchange Commission (SEC) recently announced that United Parcel Service Inc. (UPS) has agreed to pay a $45 million penalty for materially misrepresenting its earnings by improperly valuing its UPS Freight...more

Cooley LLP

SEC charges UPS with failure to take goodwill impairment charge require by GAAP

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Last week, the SEC announced settled charges against United Parcel Service Inc. for failing to take an appropriate goodwill impairment charge for a poorly performing business unit, thus materially misrepresenting its...more

Morgan Lewis

Financial Statement Requirements for Non-US Issuers in Registered Offerings

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This Insight provides a reference to help make sense of the financial statement requirements under the US federal securities laws. We focus primarily on the registration statement requirements for “foreign private issuers” (a...more

Crunched Credit

The Administrative Illuminati in Pursuit of Command and Control (Or the Unmentionable in Hot Pursuit of the Inedible with...

Crunched Credit on

The way we regulate rarely works terribly well for the regulator or the regulated.  Yet, we keep doing it the same way…a subspecies of insanity to be sure.   As an example, has anyone out there in CRE land taken a gander at...more

Eversheds Sutherland (US) LLP

Be careful what you wish for: IRS and Treasury release goliath CAMT NPRM full of nuance and complexity

Eversheds Sutherland (US) LLP on

On September 12, 2024, the Internal Revenue Service and Department of the Treasury (collectively, the Government) issued long-awaited proposed regulations (the NPRM), providing guidance regarding application of the corporate...more

Procopio, Cory, Hargreaves & Savitch LLP

8 Steps to Take Before a Successful M&A Exit

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Most entrepreneurs dream of someday selling their company. There are several steps they should be taking well in advance to ensure a profitable exit. Procopio Partner Bill Eigner identified 8 key steps business owners should...more

Goulston & Storrs PC

What's Market: No Undisclosed Liabilities Representations

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In M&A transactions, unknown target liabilities are typically addressed in different ways throughout the M&A purchase agreement. A no undisclosed liabilities representation is one of the principal representations in an M&A...more

Goulston & Storrs PC

What's Market: Financial Statement Reps

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According to the American Bar Association's Private Target Mergers and Acquisitions Deal Points Studies, financial statement representations are universally required from sellers in private company M&A deals, included in...more

Cadwalader, Wickersham & Taft LLP

NAIC Provides Helpful Guidance on the Accounting Treatment for Insurance Company Investments in CRTs

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At its Summer National Meeting in Chicago (August 12-15, 2024), the NAIC announced important guidance relating to the statutory accounting treatment of insurance companies’ investments in bank credit risk transfer (“CRT”)...more

Seyfarth Shaw LLP

Cost Accounting Board Issues Advance Notice of Proposed Rulemaking to Conform Certain CAS Standards to Generally Accepted...

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On June 27, 2024, the Office of Federal Procurement Policy’s Cost Accounting Standards (CAS) Board issued an advanced notice of proposed rulemaking (ANPRM) seeking public comments on proposed changes to the Cost Accounting...more

Morrison & Foerster LLP

A Comparative Analysis of 2022 and 2023 SEC Comments Issued to REITs

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In recent years, the Securities and Exchange Commission (SEC) has increased its scrutiny of disclosure in public filings, as evidenced by an increase in the number of comments issued to public reporting companies. This trend...more

Allen Barron, Inc.

The Tax Consequences of Offshore Mutual Funds for US Expats and Taxpayers

Allen Barron, Inc. on

What are the tax consequences of offshore mutual funds for US expats and taxpayers? US expatriates have faced a substantial number of challenges over the past several years as a result of FATCA. It can be hard to simply open...more

Holland & Knight LLP

IRS Rules Utility's NOL Carryforward Cannot Be Reduced by Tax Allocation Payments

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The IRS recently issued private letter ruling (PLR) 107770-22 that involved a normalization issue of first impression, namely, whether payments received by a utility pursuant to an intercompany tax allocation agreement (TAA)...more

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