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?

Equity 130

Equity Marketability 130

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 )

Marketability 109

Marketability 109

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

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

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

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

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 ).

Compliance 93

Compliance 93

ThomsonReuters

JANUARY 21, 2021

Final Regulations: Application of the Employer Shared Responsibility Provisions and Certain Nondiscrimination Rules to Health Reimbursement Arrangements and Other Account-Based Group Health Plans Integrated With Individual Health Insurance Coverage or Medicare, 26 CFR Parts 1 and 54, __ Fed. Reg. __ (__, __). Available at [link]. The IRS has announced final regulations that clarify how the Code’s employer shared responsibility and self-insured health plan nondiscrimination rules apply to HRAs t

Compliance 59

Compliance 59

ThomsonReuters

JANUARY 21, 2021

QUESTION: If a participant asks our self-insured health plan to send their claim file to a third party, such as their attorney, how do the HIPAA privacy rules apply to these requests? ANSWER: HIPAA limits disclosures of protected health information (PHI) to third parties. Generally, disclosures for treatment, payment, or specified health care operations do not require an individual authorization.

Compliance 52

Compliance 52

ThomsonReuters

JANUARY 21, 2021

Univ. of Tex. M.D. Anderson Cancer Ctr. v. HHS, 2021 WL 127819 (5th Cir. 2021). Available at [link]. A federal appeals court has overturned a $4.3 million civil monetary penalty against a cancer treatment and research center (a HIPAA covered entity), ruling that the penalty assessment was “arbitrary, capricious, and otherwise unlawful.” As background, HHS’s Office for Civil Rights (OCR) investigated the covered entity after protected health information (PHI) of more than 30,000 individuals was

52

52

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.

Start-ups 40

Start-ups Technology Marketability Appraisal 40

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

ThomsonReuters

JANUARY 21, 2021

Insurance Standards Bulletin Series—Information—Extension of Limited Non-Enforcement Policy through 2022 (Jan. 19, 2021). Available at [link]. CMS has announced another extension of the limited nonenforcement policy allowing states to permit insurers in the individual and small group markets to renew health insurance policies they would otherwise have to cancel due to noncompliance with certain Affordable Care Act (ACA) insurance market reforms.

Compliance 98

Compliance Marketability 98

ThomsonReuters

JANUARY 20, 2021

Background. Under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), the Employee Retention Credit (ERC) provides a refundable payroll tax credit for 50% of qualified wages of up to $10,000 per employee for a maximum credit of $5,000 per employee. Under the CARES Act, the ERC may be claimed for wages paid after March 12, 2020, and before January 1, 2021. “Eligible Employers” include private-sector businesses and tax-exempt organizations whose operations have been ful

105

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