ThomsonReuters
OCTOBER 29, 2020
QUESTION: Our company has run out of storage space for paper records, including those relating to our employee benefit plans. Can we retain these records solely in electronic form and destroy the paper records for our ERISA plans? ANSWER: ERISA plan records generally may be maintained electronically so long as you comply with applicable rules, summarized below.
Shuster & Co.
OCTOBER 30, 2020
Going through a divorce can be one of the most challenging times in a person’s life. Divorce accounting is often complicated and expensive, even if the divorce is not combative. A collaborative divorce is one in which the couple negotiates the terms of the divorce – usually through mediation – without a hostile and drawn-out court case. Some divorces are marked by both parties trying to hurt the other by contesting everything from splitting the finances to custody of children if any are in
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Cooley M&A
OCTOBER 29, 2020
On September 24, Cooley M&A partner, Garth Osterman, moderated a webinar on the current trend in going public: SPACs! Dave Peinsipp, co-chair of Cooley’s capital markets practice group and Rama Padmanabhan, a Cooley M&A partner participated in the webinar which focused on the current wave of SPAC activity and how it compares to prior iterations, in addition to discussing some of the key differences and similarities between SPACs and IPOs, as well as current trends in SPAC business combin
Appraisal Rights
OCTOBER 28, 2020
The Delaware Supreme Court has had its say on whether Directors and Officers insurance policies that covered claims for “actual or alleged” violation “of any federal, state or local statute, regulation or rule or common law regulating securities” covered appraisal actions – which, at least by statute, do not require any evidence of wrongdoing. The Court’s answer was clear, and the opinion unanimous: appraisal actions are not covered by D&O policies with this language.
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.
Lighter Capital
OCTOBER 23, 2020
Previously, we discussed the importance of knowing how much of your customer base is churning each month. But knowing the customer churn rate (CCR) doesn’t give you the entire picture. It is equally important to know how much of your monthly recurring revenue (MRR) is associated with that churned customer base. Despite this metric’s importance, the SaaS startup world is still debating exactly how to calculate it.
GCF Value
OCTOBER 16, 2020
Darren Mize, ASA, September 15, 2020. Let’s review the 3 approaches to value: Cost Approach Market Approach Income Approach. The Cost Approach. The Cost approach relies on the business’s balance sheet. So, unless the company is heavily invested in assets this approach is rarely used. The Market Approach. The Market approach relies on comparable business transactions within the same industry.
Business Valuation Zone brings together the best content for business valuation professionals from the widest variety of industry thought leaders.
Shuster & Co.
OCTOBER 21, 2020
Marriages are a time of celebration and happiness. Sadly, between 40% and 50% of American marriages end in divorce or separation. This rate has held steady for decades. However, the current COVID-19 pandemic has presented a series of new, daunting challenges for families to face. During self-quarantining orders, most families in the US are facing increased stress, financial hardships, childcare issues, and uncertainty about the future.
ThomsonReuters
OCTOBER 29, 2020
Self-Compliance Tool for the Mental Health Parity and Addiction Equity Act (MHPAEA); Final 2020 MHPAEA Self-Compliance Tool Preface. Self-Compliance Tool. Preface. News Release. The DOL has finalized the biennial update of its self-compliance tool designed to help employers comply with the Mental Health Parity and Addiction Equity Act (MHPAEA). The 2020 update integrates recent MHPAEA guidance and includes revised compliance examples, best practices for establishing an internal compliance plan,
Appraisal Rights
OCTOBER 9, 2020
AmerisourceBergen Corp. has asked the Delaware Supreme Court to reverse a Chancery Court ruling allowing shareholders the right to investigate the company’s books and records for corporate wrongdoing in connection with the opioid crisis. Amerisource Bergen argued before the full five-member panel that Vice Chancellor Laster’s prior ruling went too far and invites harassment.
Cooley M&A
OCTOBER 13, 2020
The U.S. Department of Justice (DOJ) Antitrust Division issued a new Merger Remedies Manual on September 3, clarifying the analytical framework it is using to evaluate remedies that may address competitive harms stemming from proposed mergers and acquisitions, as well as from consummated mergers. In announcing the modernized Manual, Assistant Attorney General Makan Delrahim said that it reflects DOJ’s “renewed focus on enforcing obligations in consent decrees and reaffirms the Division’s commitm
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
Appraisal Rights
OCTOBER 8, 2020
The SEC has recently enacted rules that make it tougher for shareholders to submit ballot proposals. As we previously blogged about, the rules now approved by the SEC by a 3-2 vote: (1) increase the monetary amounts and length of investment required to submit shareholder proposals and (2) raise the threshold of shareholder support required to resubmit proposals previously voted down by shareholders.
Appraisal Rights
OCTOBER 7, 2020
As our securities litigation practice group has spun off from our prior firm and formed our own new shop, we are excited to announce that The Appraisal Rights Litigation Blog we created years ago has now become the Valuation Litigation and Shareholder Rights Blog. Along with the name change comes a new, broadened focus, consistent with our new firm’s goals.
ThomsonReuters
OCTOBER 29, 2020
Rev. Proc. 2020-45 (Oct. 26, 2020); IRS News Release IR-2020-245 (Oct. 26, 2020). Rev. Proc. 2020-45. News Release. The IRS has released the 2021 cost-of-living adjustments (COLAs) for a wide variety of tax-related limits, including limits relating to health FSAs, qualified transportation fringe benefits, qualified small employer health reimbursement arrangements (QSEHRAs), adoption assistance, DCAPs, the small business health care tax credit, the premium tax credit, and Archer MSAs.
ThomsonReuters
OCTOBER 29, 2020
If you’re like most of us, 2021 can’t come soon enough. However, the last quarter of 2020 presents a unique opportunity for accounting firms to engage in preliminary strategic conversations with clients and help them assess the impact of the pandemic and the economic downturn, identify challenges, and lay out goals ahead of 2021. As you connect with clients in closing out the year, you should take the opportunity to broaden your conversation and gather information that will inform and enrich you
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.
ThomsonReuters
OCTOBER 29, 2020
IRS Notice 2020-79 (Oct. 26, 2020); IRS News Release IR-2020-244 (Oct. 26, 2020); SSA Notice: Cost-of-Living Increase and Other Determinations for 2021 (Oct. 22, 2020). IRS Notice. IRS News Release. SSA Notice. The IRS has announced the 2021 dollar limits and thresholds for retirement plans, reflecting the latest cost-of-living adjustments. (Dollar limits and thresholds primarily affecting health and welfare plans were announced in separate guidance; see our Checkpoint article.
ThomsonReuters
OCTOBER 29, 2020
DaVita, Inc. v. Marietta Mem’l Hosp. Emp. Health Benefit Plan, 2020 WL 6054607 (6th Cir. 2020). Available at [link]. A dialysis provider (on its own behalf and in its role as a patient’s assignee) sued the employer/ plan administrator and the TPA of a self-insured health plan, challenging the plan’s classification of all dialysis providers as “out-of-network,” resulting in a lower reimbursement rate for them than for other medical providers.
Appraisal Rights
OCTOBER 27, 2020
Further to our prior post on FTI’s cannabis valuation primer, FTI has now published an update addressing developments resulting from Canada’s legalization of the production and sale of edible cannabis, cannabis extracts and cannabis topics, as well as the slower-than-expected growth of the Canadian cannabis industry. Intranational, international, and even supranational regulatory issues can be a relevant component of cannabis valuation – perhaps more so than in more traditional businesses.
ThomsonReuters
OCTOBER 26, 2020
When the United Kingdom (UK) officially implemented its Brexit plan and withdrew from the European Union (EU) on January 31, 2020, the UK and EU entered into an eleven-month “transition” period, the main purpose of which was to negotiate a free trade agreement (FTA) between the two parties. Since then, however, trade talks have produced little progress, and what was once considered unlikely—a “no-deal Brexit”—is now the most probable outcome.
ThomsonReuters
OCTOBER 27, 2020
It has been two years since the Wayfair case passed through the Supreme Court, so why are people discussing the Wayfair impact on CPA advisory now? In this episode of Pulse of Practice “Second wave of Wayfair”, Paul Miller, CPA from Business by Design , and I are joined by Shaun Hunley, Executive Editor at Thomson Reuters. We discuss the importance of this next wave of the Wayfair decision, and why sales tax revenue should be added to your advisory discussions with clients.
ThomsonReuters
OCTOBER 26, 2020
In 2018, the World Economic Forum’s Future of Jobs Report listed accountants and auditors as one of the jobs mostly likely to decline as a result of automation. This was based on the expectation that tax and accounting professionals would fail to adapt to new technology and therefore render themselves less efficient. Now, less than two years after that prediction, tax and accounting professionals have become the backbone of a business world in the midst of a global pandemic.
Appraisal Rights
OCTOBER 22, 2020
The valuation of companies in the ever-growing cannabis space has become an increasing area of focus within this valuation sphere. Cannabis presents a highly unique valuation landscape given the regulatory environment, increasing popular acceptance of recreational as well as medical usage, and the expanding product mix as between flower, oils and edibles, and challenges and opportunities facing vertically integrated businesses trying to find the right balance as between their cultivation, lab &
ThomsonReuters
OCTOBER 22, 2020
QUESTION: What is “transparency in coverage,” 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 price and cost-sharing information to participants, beneficiaries, enrollees, and, in some cases, the public. The requirements apply to most insured and self-insured group health plans, and to insurers, but grandfathered health plans are exempt.
ThomsonReuters
OCTOBER 22, 2020
Rev. Rul. 2020-24 (Oct. 16, 2020); Rev. Proc. 2020-46 (Oct. 16, 2020). Rev. Rul. Rev. Proc. The IRS has issued two pieces of guidance affecting qualified plan distributions to state unclaimed property funds. One addresses the withholding and reporting obligations when a distribution is made to an unclaimed property fund. The other makes it easier for individuals who collect their benefit from a state unclaimed property fund to roll over their benefits.
ThomsonReuters
OCTOBER 22, 2020
Data Marketing Partnership, LP v. U.S. Dep’t of Labor, 2020 WL 5759966 (N.D. Tex. 2020). Available at [link]. This case involved the ERISA status of health coverage offered by a partnership’s general partner to thousands of individual limited partners. The partnership specialized in the production and sale of electronic data collected from individual limited partners, through software installed on their personal electronic devices, as they used the internet.
ThomsonReuters
OCTOBER 22, 2020
2020 Forms 1094-B, 1095-B, 1094-C, and 1095-C; 2020 Instructions for Forms 1094-B and 1095-B; 2020 Instructions for Forms 1094-C and 1095-C. 1094-B. 1095-B. 1094-C. 1095-C. B-Form Instructions. C-Form Instructions. The IRS has released final Forms 1094/1095-B (B Forms) and Forms 1094/1095-C (C Forms), and related instructions, for the 2020 tax year.
ThomsonReuters
OCTOBER 22, 2020
Rev. Proc. 2020-43 (Oct. 16, 2020). Available at [link]. The IRS has announced that the maximum amount that can be newly made available for plan years beginning after December 31, 2020, and before January 1, 2022, under an excepted benefit health reimbursement arrangement (EBHRA) will not change and remains at $1,800. The announcement also indicates that IRS intends to publish the adjusted amount for plan years beginning after December 31, 2021, and before January 1, 2023, by June 1, 2021.
ThomsonReuters
OCTOBER 20, 2020
When the COVID-19 pandemic prompted widespread stay-at-home orders, companies all over the country suddenly found themselves managing a largely mobile workforce. Remote work has become the new normal for much of the U.S. economy – at least for now. Many companies are discovering that this massive shift in work behavior may also have unforeseen tax implications.
ThomsonReuters
OCTOBER 15, 2020
Dependent Defined, 26 CFR Part 1, 85 Fed. Reg. 64383 (Oct. 13, 2020). Available at [link]. The IRS has issued final regulations that clarify how the income test for being a qualifying relative applies for taxable years 2018–2025. As background, the Code defines a dependent as a “qualifying child” or a “qualifying relative.” One requirement for being a qualifying relative is that the individual’s gross income must be less than the exemption amount under Code § 151(d) (sometimes called the “incom
Appraisal Rights
OCTOBER 14, 2020
Shareholder rights (at least in Delaware) include the right to inspect the books and records of the company for a “proper purpose”. What is a proper purpose? We’ll be covering a number of cases in the coming months on this oft-contested issue. For today: enter Woods Tr. of Avery L. Woods Tr. v. Sahara Enterprises, Inc. , No. CV 2020-0153-JTL, 2020 WL 5200421, at *5 (Del.
Cooley M&A
OCTOBER 5, 2020
Over the last few months, dealmakers have worked creatively in M&A transactions to give borrowers of PPP loans the benefit of their bargain with the government—forgiveness of the loan—rather than treat the PPP loan as outstanding debt requiring discharge at closing (which would typically result in a further reduction in the purchase price). One piece of the forgiveness puzzle was how to obtain the SBA’s consent—which has generally been viewed as a required consent in connection with a change
Appraisal Rights
OCTOBER 30, 2020
As we’ve mentioned , valuation professionals, accountants and investment banks have become increasingly focused on trained on the valuation of cannabis companies and assets, with EY preparing their insights on cannabis valuations here. This piece addresses regulatory and transactional developments in the US as well as Canada.
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