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Impact of Non-GAAP Earnings and Adjustments on Incentive Plan Payouts

Harvard Corporate Governance

Some of these discrepancies are due to: Threshold amounts that seek to limit the number of adjustments to only those that are materially above a certain dollar amount (i.e., expenses or benefits above $5.0

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Del. Supreme Ct. Arguments Go Over Operative Reality, Expert Credibility, and Standard of Review

Appraisal Rights

Of relevance to all investors interested in appraisal rights: How must a court deal with the “operative reality” of the company? Operative reality speaks to what is ‘actually’ occurring at the time of the challenged corporate action.

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Equity Incentives: Best Practices for Startup Founders

Equidam

A well-maintained, up-to-date cap table is essential for tracking ownership stakes, equity issuances, transfers, and other changes in the company’s capital structure. Even if it’s not a deal breaker during a fundraising round, establishing an ESOP is typically a post-completion obligation in transaction documentation.

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New Pubcos Should Consider Defensive Health in Light of ISS/GL Recommendations

Cooley M&A

So far in the 2017 proxy season, ISS is almost universally recommending against all director elections at companies with a supermajority vote requirement to amend the company’s bylaws or charter, a classified board structure or a multi-class capital structure.

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How to Value My Business to Sell

Sun Acquisitions

Your business’ capital structure makeup. Step #2 Prepare all relevant documents. Ideally, as a business owner who has been planning seriously on selling for at least a few months, you should already have the following documents on hand: Financial records. Future earnings. Company assets. Vendor agreements.

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Understanding Business Valuation: Why & When You Need One

GCF Value

The business valuation will also likely consider additional factors: The capital structure of the business Prospects for future earnings The market value of physical assets. Gift and estate tax returns that include a well-supported and documented valuation will help defend the value of the business to taxing authorities.

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Distressed Debt Hedge Funds: How to Become a Vulture Capitalist

Brian DeChesare

You can also get into distressed investing with a legal background because the job requires you to interpret confusing documents and know the details of the restructuring and bankruptcy processes. If you want to join directly out of an MBA program, you’ll almost certainly need turnaround or distressed experience pre-MBA.

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