Value Scope

JANUARY 13, 2021

Click to Download: Update on Oil & Gas Royalties Litigation-Key Valuation Issue s. Executive Summary. Issue: When oil and gas prices are lower than expected, royalties go down. This is often when litigation picks up. But the real issue has to do with a lack of clarity in the text of royalty and lease documents. And this issue boils down to the valuation point, the physical location where the commodity or products are measured.

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Fair Market Value Discounted Cash Flow Treasury Marketability 130

Business Sales M&A

JANUARY 18, 2021

VR Mergers & Acquisitions received the award for the 2020 M&A Source Top Firm of the Year among 2-5 person firms. Jeff Swiggett, CBI, M&AMI also was awarded the Executive Club designation, based upon combine deal value for the prior calendar year. M&A Source?is the premier community for lower middle market M&A advisors and private equity professionals?

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ThomsonReuters

JANUARY 21, 2021

PPACA; HHS Notice of Benefit and Payment Parameters for 2022; Updates To State Innovation Waiver (Section 1332 Waiver) Implementing Regulations; Final Rule, 45 CFR Parts 155 and 156, 86 Fed. Reg. 6138 (Jan. 19, 2021); Notice of Benefit and Payment Parameters for 2022 Final Rule Fact Sheet. Regulations. Fact Sheet. HHS has finalized several of the regulations for insurance markets and Exchanges that were included with the proposed 2022 benefit and payment parameters (see our Checkpoint article )

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Marketability 109

Musings on Markets

JANUARY 29, 2021

I generally try to stay out of fights, especially when they become mud-wrestling contests, but the battle between the hedge funds and Reddit investors just too juicy to ignore. As you undoubtedly know, the last few days have been filled with news stories of how small investors, brought together on online forums, have not only pushed up the stock prices of the stocks that they have targeted (GameStop, AMC, BB etc.), but in the process, driven some of the hedge funds that have sold short on these

Start-ups 52

Start-ups Marketability Banking Finance 52

Speaker: Susan Spencer, Principal of Spencer Communications

Intent signal data can go a long way toward shortening sales cycles and closing more deals. The challenge is deciding which is the best type of intent data to help your company meet its sales and marketing goals. In this webinar, Susan Spencer, fractional CMO and principal of Spencer Communications, will unpack the differences between contact-level and company-level intent signals.

Marketability

Appraisal Rights

JANUARY 28, 2021

In an apparent question of first impression, the Delaware Court of Chancery is considering whether stockholders in a Delaware corporation can relinquish their rights to object to the sale of the company and waive fiduciary duty claims through a stockholder agreement. Law360 reports here that Vice Chancellor Sam Glassock III has asked for supplemental motion-to-dismiss briefing on the role the implied covenant of good faith and fair dealing, as well as public policy arguments, should play in app

Appraisal 52

Appraisal 52

Cooley M&A

JANUARY 28, 2021

SPACs and Direct Listings have emerged as a significant new liquidity path for high growth tech companies over the last several months. In this three-day virtual forum, we’ll discuss how to approach these liquidity events strategically including evaluating which structure to use, understanding economics / dilution, and how to execute on these transactions.

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GCF Value

JANUARY 7, 2021

Professional Expertise, Insight, and Industry Experience Bring Crucial Context. Darren Mize, ASA January 7, 202 1. GCF was engaged to value a pharmacy and the lender quickly explained how “strong” the deal was even stating: “This is a slam dunk!” So, we began the due diligence process and immediately discovered: Whether you are a business owner , a lender , a business broker or financial advisor requesting a business valuation, you rely on the valuation company’s commitment to: Accur

Business Valuation 52

Business Valuation Appraisal Comps Dividends 52

ThomsonReuters

JANUARY 28, 2021

EEOC Commission Opinion Letter: Individual Coverage Health Reimbursement Arrangements (ICHRA) under the ADEA (Jan. 7, 2021). Available at [link]. The EEOC has issued an opinion letter regarding whether an employer may sponsor an ICHRA that offers employees a defined contribution for the purchase of an age-rated individual major medical health insurance policy without violating the Age Discrimination in Employment Act (ADEA).

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Compliance 98

Musings on Markets

JANUARY 27, 2021

In my last post , I described the wild ride that the price of risk took in 2020, with equity risk premiums and default spreads initially sky rocketing, as the virus led to global economic shutdowns, and then just as abruptly dropping back to pre-crisis levels over the course of the year. As stock and bond markets went through these gyrations, it should come as no surprise that the same forces were playing out in other markets as well.

Start-ups 52

Start-ups Marketability Equity Treasury 52

Appraisal Rights

JANUARY 26, 2021

As reported by Law360 here , state regulators in California have proposed regulations designed to decriminalize under state law activities by banks and accountants working with the cannabis industry, purporting to ease access to financial services for marijuana businesses. Such state legislation appears more symbolic than realistic, however, as most banks will continue to refuse working with cannabis businesses as the industry remains illegal under federal law.

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Banking Business Valuation 52

Speaker: Wayne Spivak - President and Chief Financial Officer of SBA * Consulting LTD, Industry Writer, and Public Speaker

The old adages that "cash is king" and "you can’t spend profits" still hold true today. But however well-known these sayings might be, it requires a change in mindset to properly implement a cash flow management system that predicts your business's runaway as accurately as possible. Key to this new mindset is understanding the difference between the Statement of Cash Flows, a historical look at the source and uses of cash, and the Cash Flow Statement, which uses transaction history and forward-l

Corporate Finance

ABI

JANUARY 13, 2021

By: Matthew Kipnis. St. John’s University School of Law. American Bankruptcy Institute Law Review Staff. . Under section 365(d)(3) of title 11 of the United States Code (the “Bankruptcy Code”), a trustee or debtor in possession must generally pay rent in accordance with the terms of an unexpired lease. In In re Pier 1 Imports, Inc. , the United States Bankruptcy Court for the Eastern District of Virginia held that it is was within the scope of the court’s authority to delay a debtor-retailer’s

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Fair Market Value Marketability 45

Cooley M&A

JANUARY 22, 2021

General Trends in Life Sciences M&A. If 2019 was the year of life sciences mega-deals, 2020 was the year of COVID-19, as the global pandemic permeated every aspect of the dealmaking landscape, with the life sciences sector being no exception. COVID-19 drove unprecedented levels of collaboration among biopharmaceutical companies seeking to develop a vaccine, leading to an accelerated research and development process that allowed not just one—but two—vaccines to be approved by the FDA in recor

Marketability 40

Marketability Equity Technology 40

GCF Value

JANUARY 6, 2021

Understanding the Business Valuation Equation. Steve Mize, ASA, January 6, 202 1. GCF was engaged to value a pharmacy and the lender quickly explained how “strong” the deal was even stating: “This is a slam dunk!” So, we began the due diligence process and immediately discovered: If there’s a conversation underway about requesting a business valuation, the underlying question will always be around what exactly determines value.

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Business Valuation Appraisal Technology 52

ThomsonReuters

JANUARY 28, 2021

Announcement of Calendar Year (CY) 2022 Medicare Advantage (MA) Capitation Rates and Part C and Part D Payment Policies (Jan. 15, 2021). Announcement. Fact Sheet. Under Medicare Part D regulations, most group health plan sponsors offering prescription drug coverage to Part D eligible individuals (including active or disabled employees, retirees, COBRA participants, and beneficiaries) must disclose to those individuals and to CMS whether the plan coverage is creditable or non-creditable.

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Speaker: Joe Apfelbaum, CEO of Ajax Union

In this webinar, Joe Apfelbaum, CEO of Ajax Union and business strategist, will take you through the ABCs of intent data. You'll learn how to effectively use it to drive business results, with practical tips on how to leverage both company and contact intent data to maximize your marketing efforts. Whether you're a seasoned marketer or just getting started, this webinar is a must-attend for anyone looking to stay ahead in the ever-evolving world of digital marketing.

Marketability

Musings on Markets

JANUARY 20, 2021

Investors are constantly in search of a single metric that will tell them whether a market is under or over valued, and consequently whether they should buying or selling holdings in that market. With equities, the metric that has been in use the longest is the PE ratio, modified in recent years to the CAPE, where earnings are normalized (by averaging over time) and sometimes adjusted for inflation.

Risk Premium 52

Risk Premium Risk-free Rate Equity Dividends 52

Appraisal Rights

JANUARY 22, 2021

Do stockholders as a group lose something when the appraisal remedy is weakened, perhaps overly so? And should something be done about it? Is there social utility in appraisal arbitrageurs testing merger prices, such as by keeping buyers and sellers honest in what may otherwise be a rather unfair market? These questions are addressed, along with a policy (legislative) prescription in the 2020 article: Protecting the Social Utility of Appraisal Arbitrage: A Case for Amending Delaware Law to Str

Appraisal 52

Appraisal Start-ups Marketability 52

ABI

JANUARY 13, 2021

By: Lianna Murphy. St. John’s University School of Law. American Bankruptcy Institute Law Review Staff Member. . A judicial admission “is a statement made by a party or its counsel” regarding a fact that is binding on the admitting party throughout the case. [1] In Pillars v. GM LLC , the United States Court of Appeals for the Second Circuit held that language from a superseded sale agreement was not a binding judicial admission because such admissions must be “deliberate, clear and unambiguous

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Cooley M&A

JANUARY 22, 2021

A Tale of Two Years. While we continue to absorb and understand the worldwide pandemic shockwaves of 2020, trying to encapsulate the vicissitudes of the past year in an annual recap is daunting. Early weeks of the pandemic created an almost inconceivable shift in dealmaking – lawyers and advisors conditioned to stand shoulder-to-shoulder in the trenches with clients were suddenly staring at each other’s faces on (interminable) Zoom calls.

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Start-ups Technology Marketability Appraisal 40

The Mentor Group

JANUARY 1, 2021

Why is IP so different than other business assets? What are the instances or events which trigger an IP valuation? There are numerous reasons why we value IP. The 10 most prevalent are the following: 1. Transfer – moving IP from one entity to another. The issue here is that this is a taxable event, to the extent that the value exceeds the cost basis.

Marketability 40

Marketability 40

ThomsonReuters

JANUARY 28, 2021

Independent Contractor Status Under the Fair Labor Standards Act, 29 CFR Parts 780, 788, and 795, 86 Fed. Reg. 1168 (Jan. 7, 2021); News Release: U.S. Department of Labor Announces Final Rule to Clarify Independent Contractor Status Under the Fair Labor Standards Act (Jan. 6, 2021). Final Rule. News Release. The DOL’s Wage and Hour Division (WHD) has finalized regulations for determining whether a worker is an independent contractor for purposes of the Fair Labor Standards Act (FLSA).

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Compliance 98

Musings on Markets

JANUARY 12, 2021

As we approach the turn of the calendar year, I have my own set of rituals that prepare me for the new year. Last week, was my data week, where I download and analyze data on all publicly traded companies, listed anywhere in the world, and I will post extensively on what the numbers look like after a most tumultuous year. I also start thinking about my passion, which is teaching, the spring semester to come, and the classes that I will be teaching, repeating a process that I have gone through ev

Corporate Finance 52

Corporate Finance Start-ups Finance Marketability 52

Appraisal Rights

JANUARY 19, 2021

Major proxy firm Institutional Shareholder Services (ISS) issues guidance every year for investors laying out ISS’s recommendations for voting on various shareholder issues. The 2021 US voting guidelines, in line with the 2020 guidelines, recommend voting in favor of appraisal rights. This is of little surprise as appraisal rights remain critical shareholder rights and can provide immense value to shareholders in certain situations.

Appraisal 52

Appraisal 52

ABI

JANUARY 13, 2021

By: Antonio G. Sciarrotta. St. John’s University School of Law. American Bankruptcy Institute Law Review Staff. . In In re The Sunshine Group, LLC. , the United States Bankruptcy Appellate Panel of the Ninth Circuit affirmed the dismissal of a bankruptcy case because it was filed in bad faith. [1] The Sunshine Group, LLC. (the “Debtor”) operated a motel until 2015, when it began to develop plans to demolish the property and build an upgraded motel. [2] However, in 2016, the City of

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Simply Treasury

JANUARY 26, 2021

Download the White Paper here

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FE International

JANUARY 3, 2021

Are you hoping to sell your online shop? Or are you interested in what your store could be worth? Whether you’re selling a Shopify business or any other kind of e-commerce store, this article will teach you how to obtain an accurate business valuation and how to complete an e-commerce business sale. Before we get into the technical side, it is important to understand the context of why e-commerce has become so popular and mainstream which has driven a lot of the buyer and investor demand to buy

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EBITDA Start-ups Finance eCommerce 59

ThomsonReuters

JANUARY 7, 2021

QUESTION: What is “transparency in coverage” cost-sharing disclosure, and does it apply to our company’s group health plan? ANSWER: “Transparency in coverage” refers to an Affordable Care Act provision that requires health plans and insurers to disclose certain cost-sharing information to participants, beneficiaries, enrollees, and, in some cases, the public.

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Musings on Markets

JANUARY 9, 2021

I spent the first week of 2021 in the same way that I have spent the first week of every year since 1995, collecting data on publicly traded companies and analyzing how they navigated the cross currents of the prior year, both in operating and market value terms. I knew that this year would be more challenging than most other years, for two reasons.

Risk Premium 52

Risk Premium Market Capitalization Equity Start-ups 52

Appraisal Rights

JANUARY 15, 2021

The Delaware Supreme Court heard argument on January 13th in the SourceHOV case, with interesting issues on the proper standard of review, the concept and application of operative reality, and expert credibility coming up. Some key questions asked and argued were: Of relevance to private company investors: what is the standard of review appropriate when there is no market evidence for an appraisal fight, and the Court is forced to decide between a ‘battle of the experts’?

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Discounted Cash Flow Capital Structure Appraisal Equity 52

ABI

JANUARY 13, 2021

By: Mary T. Michalos. St. John’s University School of Law. American Bankruptcy Institute Law Review Staff. . In response to the economic fallout of the global COVID-19 pandemic, Congress passed the CARES Act, a part of which made government-guaranteed loans available to qualified small businesses through the Paycheck Protection Program (“PPP”). [i] The Small Business Administration (“SBA”) swiftly implemented several regulations regarding PPP eligibility, one of which disqualified debtors in

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Simply Treasury

JANUARY 26, 2021

Download the White Paper here

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ThomsonReuters

JANUARY 21, 2021

Department of Labor Federal Civil Penalties Inflation Adjustment Act Annual Adjustments for 2021, 86 Fed. Reg. 2964 (Jan. 14, 2021). Available at [link]. The DOL has announced the 2021 annual adjustments to the civil monetary penalties for a wide range of benefit-related violations. As background, legislation enacted in 2015 requires annual adjustments to certain penalty amounts by January 15 of each year (see our Checkpoint article ).

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Compliance 93

ThomsonReuters

JANUARY 7, 2021

The appropriations and COVID-19 relief legislation passed by Congress in December 2020 has been signed into law by the President. The new law includes a variety of provisions affecting employer-sponsored benefit plans—some relating to the COVID-19 public health emergency and others with broader applicability. For more information, see our previous Checkpoint article.

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ThomsonReuters

JANUARY 14, 2021

Proposed Rule – Amendments to Regulations Under the Americans With Disabilities Act, 29 CFR Part 1630, __ Fed. Reg. __ (__); Proposed Rule – Amendments to Regulations Under the Genetic Information Nondiscrimination Act of 2008, 29 CFR Part 1635, __Fed. Reg. __ (__). ADA. GINA. The EEOC has announced proposed regulations that would significantly change the wellness program incentives permitted under the Americans with Disabilities Act (ADA) and the Genetic Information Nondiscrimination Act (GINA)

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ThomsonReuters

JANUARY 7, 2021

IRS Notice 2021-07 (Jan. 4, 2021). Available at [link]. The IRS has announced temporary COVID-19-related relief for employers and employees using the automobile lease valuation rule to determine the value of an employee’s personal use of an employer-provided automobile. In general, employers using the automobile lease valuation rule must start using it on the first day the automobile is made available to an employee for personal use and for all subsequent years (the commuting valuation rule may

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Fair Market Value Marketability 77