ThomsonReuters

SEPTEMBER 9, 2021

QUESTION: We understand that the COBRA premium subsidy is set to expire on September 30, 2021. Does this mean the subsidy will be cut off on that date regardless of a plan’s COBRA billing cycle? ANSWER: In general, the COBRA premium subsidy for an assistance eligible individual (AEI) ends on the earliest of (1) the end of the AEI’s maximum COBRA coverage period; (2) the first month after the AEI becomes eligible for other disqualifying health coverage; or (3) September 30, 2021 (the end of the

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Musings on Markets

SEPTEMBER 14, 2021

Last year, I wrote a post on ESG and explained why I was skeptical about the claims made by advocates about the benefits it would bring to companies, investors and society. In the year since, I have heard from many on the topic, and while there are some who agreed with me on the internal inconsistencies in its arguments, there were quite a few who disagreed with me.

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Start-ups Marketability Firm Value 100

Accountancy Today

SEPTEMBER 14, 2021

FRP’s Debt Advisory team has helped Rigby Commercial, the property arm of Blackpool-headquartered The Rigby Organisation (Rigby), secure a new £5.6m finance package. The North West property manager, which operates a portfolio of more than 50 commercial and residential properties around Preston and the Fylde coast, has refinanced with the support of specialist lender HS Credit.

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Finance Banking Marketability Corporate Finance 52

Internal Audit 360

SEPTEMBER 28, 2021

O ne of the big outcomes of the last several months under the pandemic is that we have learned that work-from-anywhere models really do work. It’s always been a fallacy that workers are less productive from home—that they somehow are too sucked into watching The View, or too busy tending to the tomatoes in the garden, to put the proper amount of energy into their jobs.

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Start-ups 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

Merrimack Business Appraisers

SEPTEMBER 28, 2021

Divorces are emotional. There are many considerations, including custody of children and distribution of assets. For many couples going through a divorce, determining the equitable distribution of assets is complicated when one party owns a privately held business. In such circumstances, fundamental questions include: What is the value of the business?

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Business Valuation Appraisal 52

Appraisal Rights

SEPTEMBER 27, 2021

Delaware law generally respects corporate separateness, but in rare cases will disregard the corporate form to prevent fraud or injustice. Earlier this year, in Manichaean Capital, LLC v. Exela Technologies, Inc. , 2021 WL 2104857 (Del. Ch. May 25, 2021), Vice Chancellor Slights issued the first Delaware decision recognizing reverse veil-piercing, in which liability is imposed on an entity for the liabilities of its owners, in allowing the claim of plaintiffs attempting to collect an appraisal

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Appraisal Equity Technology 52

Biz Equity

SEPTEMBER 17, 2021

For small and medium-sized companies looking for a merger or an acquisition, intangible assets like a strong company purpose and a unique patent may be worth more than you think. In This Article: Define Intangible Assets. The Impact of Intangible Assets on the Value of A Company. Approach to Valuing Intangible Asset.

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Intangible Assets Business Valuation 52

Quantive

SEPTEMBER 11, 2021

[Updated for 2021] And not knowing your value is eventually going to cause problems. Throughout thousands of client interactions, one statistic stands out above all others: entrepreneurs drastically overestimate the value of their company. It’s not surprising, of course. It falls right in line with human nature: we all think our house is perfect, no […].

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Appraisal 52

M&A Leadership Council

SEPTEMBER 9, 2021

Spot Cyber & IT Challenges Through Improved Due Diligence . By Mark Herndon, Chairman, M&A Leadership Council . Cybersecurity and IT due diligence has become one of the most challenging, and also one of the most critical areas of due diligence in any environment. The risks of brand damage, customer churn, and substantial costs have brought this topic to the forefront in many recent M&A Leadership Council workshops.

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Start-ups Technology Compliance Banking 52

Cooley M&A

SEPTEMBER 8, 2021

Recent years have seen a proliferation of foreign investment screening and control regimes worldwide, and with them, heightened government scrutiny of foreign investment transactions. The implementation of such “foreign direct investment” (FDI) regimes has accelerated as national governments broaden their conceptions of national security issues and seek to protect an expansive range of industries and technologies.

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Compliance Technology 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

Appraisal Rights

SEPTEMBER 22, 2021

As reported here in Law360 [$$], Sustainable Opportunities Acquisition Corp. — a SPAC planning to mine the seafloor for metals to be used in electric vehicle batteries — has sued two potential investors for failing to fulfill their purported obligation to provide funding under a PIPE deal. The investors had signed subscription agreements committing them to fund $200 million to the SPAC but ultimately refused to do so by the stated funding deadline.

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ThomsonReuters

SEPTEMBER 2, 2021

QUESTION: Our company sponsors an ERISA health plan and has received a request from the DOL for plan-related documents. Is this an audit, and what should we expect if it is? ANSWER: The request for documents probably does signal the beginning of a DOL civil investigation (often referred to as an “audit”). You should address this inquiry without delay, as a prompt and cordial response can establish a positive rapport with the investigator.

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Internal Audit 360

SEPTEMBER 2, 2021

GUEST BLOG POST. T he Institute of Internal Auditors regularly publishes useful Global Technology Audit Guides (GTAGs), available to members on their website under Standards and Guidance. They are considered recommended rather than mandatory guidance for internal auditors. As part of that effort, the IIA recently published a second edition of its guide, Auditing Identity and Access Management.

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Technology 52

Global Finance

SEPTEMBER 8, 2021

Six-month lockup periods used to be the strong recommendation from banks that underwrote traditional IPOs; no longer.

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Banking 52

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

Quantive

SEPTEMBER 1, 2021

Most principals of architectural firms don’t think about their exit until it’s […]

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Cooley M&A

SEPTEMBER 1, 2021

Neal Aizenstein has joined Cooley’s mergers and acquisitions practice group in the firm’s newly launched Chicago office. Most recently serving as chair of DLA Piper’s Chicago corporate group, Aizenstein is known for his strong leadership and decades advising companies and boards of directors on high-profile transactions with public and private companies.

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Appraisal Rights

SEPTEMBER 20, 2021

When can an investor bring an action against corporate directors and officers directly – i.e., on behalf of the investor herself, rather than derivatively, i.e., on behalf of the company? In a September 20, 2021, decision , the Delaware Supreme Court clarified a split in authority over whether corporate overpayment claims are direct or derivative by overruling a prior precedent – Gentile v.

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ThomsonReuters

SEPTEMBER 23, 2021

QUESTION: Some of our COBRA participants have asked what they should do for health coverage when their COBRA premium subsidy ends. How should we advise them? ANSWER: Health coverage options available to assistance eligible individuals (AEIs) after their subsidy period ends are described in the subsidy expiration notice provided 15 to 45 days before the subsidy’s end (see our Checkpoint article ).

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Essentials of Corporate Finance

SEPTEMBER 29, 2021

Early critics of the efficient market hypothesis claimed incorrectly that market efficiency meant that a monkey throwing darts at a list of stocks was just as good an investment strategy as any other. Now we have hamsters spinning wheels. Mr Goxx, a hamster, makes cryptocurrency investments by spinning a wheel. Two men in Germany have created a cage in which Mr.

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Marketability 40

Global Finance

SEPTEMBER 7, 2021

Spare a thought for corporate treasurers as they mull where to invest their excess cash.

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M&A Leadership Council

SEPTEMBER 21, 2021

Kevin Roberts Senior Advisor, M&A Partners Kevin Roberts has over 25 years of experience growing middle-market sized businesses both as a principal investor and as a strategic advisor. Presently, Kevin is Managing Director of Fidelitas Capital Partners, a private equity sponsor focused on buyouts and growth-oriented equity recapitalizations of established lower middle-market sized companies.

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Enterprise Value Equity Finance Marketability 40

Cooley M&A

SEPTEMBER 30, 2021

The Lawyer has shortlisted Cooley for Transatlantic Corporate Team of the Year as part of its annual awards, which will take place virtually on November 2. Judges selected finalists for the Transatlantic Corporate Team of the Year award based on standout corporate transactions in one of the following fields: IPOs, public M&A, private equity or corporate reorganizations.

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Equity Compliance Finance Technology 40

Appraisal Rights

SEPTEMBER 17, 2021

In this timely academic piece by Maria Lucia Passador, “In Vogue Again: The Re-Rise of SPACs in the IPO Market ,” the case is made that SPACs in the US will continue their growth in the capital markets and should “update and evolve for good” despite the recent increase in litigation and resultant increase in D&O insurance costs. The article also examines the use of PIPEs as guarantors of SPAC transactions.

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Marketability 52

ThomsonReuters

SEPTEMBER 9, 2021

IRS Information Letters 2021-0008 (May 11, 2021) and 2021-0014 (April 16, 2021). Letter 2021-0008. Letter 2021-0014. The IRS has released two information letters that provide general information about health savings accounts (HSAs) and high-deductible health plans (HDHPs). The first responds to an inquiry on behalf of an HSA account holder who claimed that his employer overcontributed to his HSA, and that the custodian of his HSA mismanaged the HSA and failed to provide a corrected Form 5948-SA.

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Essentials of Corporate Finance

SEPTEMBER 29, 2021

Investors have been looking for alternative investments and will be able to invest in a guitar from an alternative metal band. Gibson is using Rally to sell ownership of collectible guitars. The company recently sold 13,000 pieces of a guitar owned by Guns N' Roses guitarist Slash for $5 each. Of course, the company did not cut up the guitar, but sold a fractional share.

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Marketability 40

The Mentor Group

SEPTEMBER 1, 2021

No matter the state of the market, business value drivers remain fairly constant. Buyers’ appetite for certain industries or industry segments reflects the current period. Yet, the attributes that auger for a higher selling price are always in play. What are the primary value drivers? In no specific ranking, they are the following: Management depth and competence beyond the owner(s).

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EBITDA Marketability 40

Global Finance

SEPTEMBER 8, 2021

New technologies demand new kinds of talent and make addressing labor shortages easier.

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Marketability Technology 52

Cooley M&A

SEPTEMBER 27, 2021

Last week, the House Ways and Means Committee announced its consideration of federal tax legislative proposals that include reducing the exclusion from income of gain on the sale of qualified small business stock (QSBS) and increasing the tax rate on long-term capital gains, in each case for noncorporate upper-income taxpayers. Section 1202 of the Internal Revenue Code of 1986 (the Code) provides an exclusion from income for noncorporate taxpayers on gain from sales of QSBS held for more than fi

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Appraisal Rights

SEPTEMBER 14, 2021

As Alison Frankel at Reuters observed , of the 60+ lawsuits filed in New York state court in the first half of this year against SPAC directors for inadequate disclosures, most of them typically settled after the initial complaint was filed, without advancing their claims that the SPAC boards violated their duty of disclosure by withholding key information from their public filings relating to the SPAC transactions.

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ThomsonReuters

SEPTEMBER 30, 2021

QUESTION: We’ve heard that our group health plan’s provider directories will be subject to specific transparency requirements. What are they, and when do they apply? ANSWER: For plan years beginning in 2022, a group health plan is required to establish a database on its public website that contains a list with directory information for each health care provider and facility with which it has a direct or indirect contractual relationship for furnishing items and services.

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Essentials of Corporate Finance

SEPTEMBER 20, 2021

Belize is well-known for its coral reefs and scuba diving, including the Great Blue Hole , which Jacques Cousteau called one the five best dive sites in the world. Now, Belize may help save its coral reefs through bonds. Belize has a "superbond" outstanding, which is a combination of previous bond restructurings. The par value of $572 billion is part of Belize's 133 percent debt-to-GDP ratio, which the International Monetary Fund has stated is unsustainable.

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Quantive

SEPTEMBER 17, 2021

According to HBR, “Each year about 10% to 15% of corporations must […]

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Global Finance

SEPTEMBER 8, 2021

Decentralizing finance can unlock capital in cryptocurrencies, but will it last?

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Finance 52

Cooley M&A

SEPTEMBER 3, 2021

Legal Week has nominated Cooley for its M&A Team of the Year in the large deal category as part of the 2021 British Legal Awards , which honor the best of the best within the UK’s legal community. Legal Week selects nominees for this award based on execution of M&A deals that set new standards in the delivery of legal services, thereby demonstrating the firm’s market-leading position.

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