August, 2021

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M&A Structured Sale

Business Sales M&A

Conducting an M&A Structured Sale is a great way to sell a business particularly if it is receiving a lot of unsolicited interest. At its core, a structured sale is a process where a firm is marketed without a price and generates multiple offers in a short period of time. This then creates an auction for the transaction which simultaneously yields a number of good proposals to choose from.

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Can Our Employees Make Pre-Tax Payroll Contributions to Their HSAs If We Don’t Have a Cafeteria Plan?

ThomsonReuters

QUESTION: Our company offers a high-deductible health plan (HDHP), and many participants contribute to their own HSAs. Several have asked about making HSA contributions on a pre-tax basis so they can receive income tax savings every payroll period (instead of waiting until they file their tax returns) and avoid paying FICA taxes on those contributions.

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Separation for Success

M&A Leadership Council

Mark Herndon, Chairman of the M&A Leadership Council shares part two of this series covering key requirements in supporting the buyer post-close and optimizing the Seller’s remaining business for maximum value when divesting a business. Last week in our first installment titled “ Separation for Success – Divesting for Maximum Value ,” we covered how to master the divestiture process by upgrading your pre-sale planning approach and the importance of playing both “offense and defense” in whe

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Gift Card Liabilities When Valuing a Business

GCF Value

Recently, a lender (who now has become a client) came to us looking for a second opinion on a valuation of a Massage Envy Franchise. Their appraiser came back with a negative value conclusion which centered around deferred gift card liabilities transferring with the sale. We took a step-by-step review of the business and how these liabilities are treated when determining the value of the franchise.

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How to Leverage Intent Data for Better Outcomes

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.

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Flood of financial data, how not to be overwhelmed?

Simply Treasury

The treasurer is one of the people in finance who is sitting on the largest amount of data, and this is not likely to stop, as his role is growing. How do you make good use of this data and what are the pitfalls you have to face? Like salmons in rivers, we need to swim upstream to find the best way to optimize this incredible but too often untapped asset.

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Cooley Stands Apart in Women and M&A Deal Leadership

Cooley M&A

A recently published article by UC Davis School Law Professor Afra Afsharipour, “ Women and M&A ,” shows that of the 20 firms handling the most significant public M&A transactions from 2014 to 2020, Cooley is the only firm with equal gender representation in leading roles across such deals. “The outlier position is a testament to how our M&A team has led the practice – and the industry – with grit and talent over many years,” said Joe Conroy, Cooley’s chairman and chief executive off

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A word from Loida Malonzo on Hurricane Ida

ThomsonReuters

Dear friends, We are saddened and concerned as we watch Hurricane Ida batter areas of the southern U.S. with damaging winds and significant rainfall. Please know that your friends at Thomson Reuters have all who are in the path of the storm in our thoughts and prayers. While the full impact is still uncertain, we hope that you remain safe and can quickly recover from the effects of these disasters.

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Achieve Business Continuity with Forensic Accounting

Shuster & Co.

Many business owners agonize over developing a sound business plan when they first start their business, then in the following years fail to update it or assess whether they are on the right path or not. Instead, these individuals assume that if they are making it work month after month, their business will continue. Operational business continuity planning can help you assess risk, develop strategies for events that could disrupt business, and provide peace of mind that your business can handle

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What is working capital? Why negotiate a working capital adjustment in your purchase price?

Quantive

When a buyer values a target company, the buyer’s valuation is based on the target company’s financial condition on a specific date. In most instances, several months pass between that initial valuation date and the closing date, when the buyer acquires the target company. Purchase price adjustments need to be negotiated to reflect changes in […].

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Does Impartiality Matter in a Business Valuation?

Merrimack Business Appraisers

Yes, impartiality is extremely important. In fact, our work is always equitable, fair, and undertaken without bias which is a major reason why our valuations are highly defensible. Our work is USPAP compliant. The Uniform Standards of Professional Appraisal Practice (USPAP) are promulgated by the Appraisal Standards Board of the Appraisal Foundation which is authorized […].

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Statement of Cash Flows vs. Cash Flow Statement

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

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How Investors (Really) Value Startups: 4 Methodologies Explained

Sharp Sheets

A lot has been written about how to value startups. Most articles out there will list all the possible methodologies available to assess a startup’s valuation but they often miss 2 important things: Startup valuation methodologies are merely the start of a negotiation (1), and they don’t necessarily work for all startups (2). In this article we will explain what methods are truly used by venture capital firms and angel investors to value your startup, whether you are pre-seed or Seri

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Weekly Valuations: Snowflake

Valutico

Weekly valuations: Snowflake. Last september, Snowflake made history with the biggest IPO pop since at least a decade, and since then the stock has held up these early gains. A darling of the tech industry since its founding in 2012, the company is growing impressively and reaching a half billion dollars in revenue in FY 2021, but with a valuation of $82Bn and resulting implied revenue multiple north of 150x, can Snowflake sustain this valuation for longer, let alone grow it further?

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IRS Information Letters Explain Post-Termination Health FSA Reimbursement Under COBRA and COVID-19 Relief

ThomsonReuters

IRS Information Letters 2021-0004 (Dec. 21, 2020) and 2021-0005 (Mar. 3, 2021). Letter 2021-0004. Letter 2021-0005. Two recently released IRS information letters provide general information about the circumstances under which health FSA participants can continue to be reimbursed for eligible expenses after termination of employment. One letter explains that health FSA participants who terminate employment may be able to continue their participation by electing COBRA continuation coverage.

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What Is Going to Happen with Inflation?

Andrew Stolz

Many forces at work impact inflation. There are current trends that cause both inflationary and deflationary measures. Whether we’ll see inflation or deflation in the future depends on which of these forces dominate. We presented our Valuation Master Class Boot Camp students with four different scenarios and asked them to make an argument for the specific scenario we assigned them.

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Mastering Intent Data: Understanding its Importance & Best Practices

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.

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Guest Post: Use Sum of Parts Analysis in Cannabis Valuation?

Appraisal Rights

A data-rich thought piece by New Cannabis Ventures makes an interesting case for using a sum-of-the-parts analysis in valuing cannabis companies with diverse operating segments, as that helps filter out any boosted value that might be otherwise be included by a simple EBITDA analysis that inflates the overall valuation by including non-cannabis operating segments.

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A DIY (Do-It-Yourself) Valuation of Zomato

Musings on Markets

Just over a week ago, I valued Zomato ahead of its market debut, and as with almost every valuation that I do on this forum, I heard from many of you. Some of you felt that I was being far too generous in my assumptions about market share and profitability, for a company with no history of making money, and that I was over valuing the company. Many others argued that I was understating the growth in the Indian food market and the company's potential to enter new markets, and thus undervaluing th

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The Roles of C-Suite Execs in Value Creation

Quantive

High expectations from investors and customers and the ever-evolving criteria for evaluating […]

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C&C Tendencias Interview with Valutico and Dextra

Valutico

C&C Tendencias Interview with Valutico and Dextra. Spanish version here: tendencias_valutico_cc56_v5. As in all crises, the divergences in price between buyers and sellers are preventing a significant volume of transactions from materializing. In this market context, in which technology is also revealed as more necessary than ever, Valutico has opened an office in Spain to provide reliability and speed, allowing the preparation of high-quality and accurate valuation reports in less than a da

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Discounted Premiums on Individual Disability Policies Do Not Create ERISA Plan

ThomsonReuters

Shrago v. UNUM Life Ins. Co. of Am., 2021 WL 3188320 (D. Md. 2021). Three coworkers purchased individual disability coverage through an insurance broker. At the broker’s suggestion, the coworkers agreed to have their separate policy premiums billed on a single annual invoice in exchange for a premium discount. After one of the three became disabled, the insurer approved only limited benefits.

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Muni Bonds Go Green

Essentials of Corporate Finance

The issuance of green muni bonds is a small part of the overall muni bond market, but the segment is growing. In 2012, $2 billion of green munis were issued, but that grew to $234 billion in 2020 and a projected $375 billion in 2021. Although green corporate bonds can be used for a variety of investments, green muni bonds are often used to fund clean power, water, and sewage systems.

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SELLING YOUR COMPANY: ANTICIPATE THE WORST

The Mentor Group

This headline is not intended to dissuade any committed business owner from selling. It is a warning that a deal may go sideways or crater at any point in time, even just before the cash is wired to the seller. Even anticipating the worst, the seller should still expect the best. The key is preparation, and especially to avoid the most prevalent pitfalls: Seller financials are not continually updated, inconsistent, or not easily explained.

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Is Stop-Loss Insurance Required for a Self-Insured Health Plan?

ThomsonReuters

QUESTION: We are considering changing our company’s major medical plan from fully insured to self-insured. Are we required to purchase stop-loss insurance? Can you briefly describe how stop-loss insurance works in connection with a self-insured health plan? ANSWER: Stop-loss insurance is not required for self-insured plans, but many employers find it beneficial to help manage the financial risks of self-insuring by protecting the employer/plan sponsor in the event of catastrophic claims.

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Interview with a CPA about their API journey

ThomsonReuters

As an API Solutions Consultant for Thomson Reuters, I am continuously speaking with different customers about which APIs we offer and different use cases on how to implement them. But why are APIs so important to CPAs and how does an accountant learn about APIs if they don’t have a technical background? . The article that follows is an interview with Ford Baker and Joe Abesamis from the Baco group about their API journey. .

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Plan Administrator and Claims Administrator Liable for Mental Health Parity and ERISA Disclosure Violations

ThomsonReuters

M.S. v. Premera Blue Cross, 2021 WL 3511094 (D. Utah 2021). Available at [link]. A self-insured health plan denied coverage for a minor child’s residential mental health treatment, finding that the treatment was not medically necessary. The child’s family sued the plan, plan administrator, and claims administrator for (1) denial of benefits under the terms of the plan, (2) violation of the Mental Health Parity and Addiction Equity Act (MHPAEA), and (3) violation of ERISA’s disclosure requiremen

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Agency FAQs (Part 49) Provide Compliance Timelines, Defer Enforcement of Numerous Transparency and Surprise Billing Requirements

ThomsonReuters

FAQs About Affordable Care Act and Consolidated Appropriations Act, 2021 Implementation Part 49 (Aug. 20, 2021). Available at [link]. The DOL, HHS, and IRS have issued FAQ guidance (Part 49) on implementation of the transparency in coverage (TiC) regulations and overlapping transparency provisions in the Consolidated Appropriations Act, 2021 (CAA).

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Court Dismisses COBRA Claim Brought Three Years After Employment Termination

ThomsonReuters

Schwartz v. ADP, Inc., 2021 WL 3172029 (M.D. Fla. 2021). As part of a larger employment action involving allegations of wrongful termination, wiretapping, and unfair trade practices, a former employee sued his employer for not providing a COBRA election notice when he was terminated. The employee alleged that without the notice, he was unable to make an informed decision on health insurance coverage, which caused him to lose coverage and to postpone having a baby.

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Indirect tax automation: Practical tips for companies beginning a tax transformation journey

ThomsonReuters

Not all companies think about indirect tax automation in the same way, and different companies are at different stages in their technological journey. According to the 2021 State of the Corporate Tax Department report by Thomson Reuters Institute only one-quarter of the companies surveyed already have robust indirect tax automation tools and practices in place, while others are just beginning their tax digitalization journey.

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Building a better business case: 5 ways to demonstrate ROI for sales tax automation

ThomsonReuters

To build a persuasive business case for sales tax software , professionals need to explain how automating certain tax functions and improving reporting and analysis will benefit the company as a whole. Greater efficiency, more accuracy, and better analytical capabilities are all wonderful talking points, but they don’t support an investment for sales tax software.

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DOL Announces $15.6 Million Mental Health Parity Settlement

ThomsonReuters

DOL News Release: United Behavioral Health, United Healthcare Insurance Co. Plans to Pay $15.6M, Take Corrective Actions After Federal, State Investigations (Aug. 12, 2021); Walsh v. United Behavioral Health, No. 1:21CV04519 (Settlement Agreement) (E.D.N.Y., Aug. 11, 2021). News Release. A large insurer has agreed to pay $15.6 million and take corrective actions to resolve claims brought by the DOL, a state attorney general, and group health plan participants for alleged violations of the Mental

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Agency FAQs (Part 48) Signal Changes to Contraceptive Coverage Exemptions

ThomsonReuters

FAQS About Affordable Care Act Implementation Part 48 (Aug. 16, 2021). Available at [link]. The DOL, HHS, and IRS have issued a single FAQ announcing future regulatory guidance on the Affordable Care Act (ACA) contraceptive coverage mandate. As background, the ACA generally requires non-grandfathered group health plans to provide coverage without cost-sharing for specified preventive health services—including certain contraceptive services— when delivered by in-network providers.

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IRS Announces 2021 Automobile Depreciation Deduction Limits and Inclusion Amounts

ThomsonReuters

Rev. Proc. 2021-31 (Aug. 6, 2021). Available at [link]. The IRS has announced the 2021 inflation-adjusted Code § 280F “luxury automobile” limits on certain deductions that may be taken by taxpayers using passenger automobiles (including vans and trucks) in a trade or business. For purchased automobiles, the limits cap the taxpayer’s depreciation deduction.

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When Must Participants Get Spousal Consent to Take a Loan or Distribution?

ThomsonReuters

QUESTION: Some retirement plans seem to require spousal consent whenever a participant takes a distribution. But our 401(k) does not require spousal consent when a participant takes a distribution or a loan. We only require consent if a participant wants to designate a primary beneficiary other than the participant’s spouse. When are 401(k) plans required to obtain spousal consent for distributions to participants?

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IRS Eliminates 2020 Form 5500 Filing Requirement for Certain Retroactively Adopted Retirement Plans

ThomsonReuters

IRS Employee Plans News (Aug. 6, 2021). Available at [link]. The IRS has announced that certain retirement plans adopted retroactively for the 2020 taxable year will not be required to file Form 5500 for 2020. For plans adopted for taxable years beginning after December 31, 2019, the SECURE Act permits employers to elect to treat a plan adopted after the close of a taxable year as if it had been adopted on the last day of the taxable year, provided the plan is adopted by the due date (including

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Not your father’s CPA firm: position your firm for the future workforce

ThomsonReuters

Change is the one certainty in all industries. Progress in technology, changes in policy, and changes public opinion are a few of the factors that impact CPA firms and how they work within their team and with clients. . Many preventative measures can be taken to ‘future-proof’ your firm, making certain you will not be left behind as changes occur.