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While the capital markets, economic conditions, political atmosphere, and numerous other factors impact commercial transactions in any given year, mergers and acquisitions generally remain a predominant tactic for driving corporate growth and return on investment. There were roughly 15,000 M&A transactions in the U.S. during 2012, representing over $830 billion...
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Overview
As predicted in our last update, the anticipated rise in capital gains taxes drove significant capital gains activity among private companies with the fourth quarter of 2012 particularly robust. We are now over three years into a strong, bullish cycle fueled by pent-up demand for deals, accommodative...
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U.S. Individual Income Tax Returns (Form 1040)
Individual tax returns can provide a general picture of the parties’ financial standing and provide a road map to ...
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Overview
As predicted in our last update, the anticipated rise in capital gains taxes continues to drive significant capital gains activity among private companies. We are now over two years into a strong, bullish cycle fueled by pent-up demand for deals, accommodative senior lenders, and a return to normalized...
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Overview
Stock options and other forms of deferred compensation are frequently issued in conjunction with financial sponsor transactions in companies in all stages of development. As is typical in a financial sponsor-owned business, management is awarded a certain portion of the company’s equity as compensation...
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Overview
As the presidential election approaches, one topic both political parties continue to discuss is business tax reform. Both parties agree that the country’s business tax structure needs to be revised to put American companies on a level playing field with companies in...
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Introduction
In May 2011, the Financial Accounting Standards Board (“FASB”) amended its source document describing the generally accepted accounting principles (“GAAP”) used by nongovernmental entities in the United States, the FASB Accounting...
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Introduction
Contingent consideration instruments – more commonly known as “earnouts” or “clawbacks” – are frequently employed in mergers and acquisitions to (a) bridge the valuation gap between buyer and seller and (b) align the buyer’s and seller’s economic interests toward a...
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Background
In September 2011, the Financial Accounting Standards Board (“FASB”) released an update to goodwill impairment testing standards (via Accounting Standards Update (“ASU”) number 2011-08) whereby a qualitative assessment (i.e., the “Step 0 Test”) is now allowed as a...
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Introduction
When reviewing Form S-1 registration statements for companies pursuing an initial public offering (“IPO”), the Securities and Exchange Commission (“SEC”) frequently targets stock-based compensation grants and the associated financial reporting requirements. Commonly referred to as “cheap stock”...
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IFRS Gaining Momentum
The business world has become increasingly flat with less geographic hurdles for people and companies to trade and invest. Since many companies here in the U.S. operate and invest globally, a need for standard accounting and performance measurement between...
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Introduction
Under Accounting Standards Codification (“ASC”) 805 (formerly SFAS 141R), companies are required to use purchase accounting for business combinations. ASC 805 defines a business combination as “a transaction or other...
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In developing deferred compensation and employee stock option plans for management, many companies fail to properly consider issues that may arise from improperly performed valuations related to Internal Revenue Code §409A (“409A”) compliance. Failing to comply with 409A can lead to severe penalties, including the acceleration of taxable income, tax penalties,...
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The Great Recession caused many finance professionals to reexamine their views of risk and return, and even led some prominent investors to declare a “new normal,” which is generally characterized as a period of low growth and low returns. The new normal has broader applicability as well. Many argue that much like the Great Depression, the financial crisis of 2008...
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Radio frequency communication is central to many functions that we take for granted, from the more obvious uses such as mobile phones, televisions (“TV”), cable TV, and radio, to the less obvious uses such as the functioning of microwave ovens, the connection of printers to wireless networks, the sensing of fluids and objects, and the validation of credit card...


