In the Crosshairs of Regulators In this article, Mark Zyla of Acuitas discusses trends in fair value measurements in financial reporting and enforcement actions. Mr. Zyla notes that financial reporting is increasingly scrutinized by regulators. He observes that recent inspection reports of accounting firms that audit publicly traded entities by the Public Company Accounting Oversight Board (PCAOB) have indi ...

Over the past decade, we have been retained by several investment funds to assist them in responding to formal and informal SEC investigations regarding fair value measurement of portfolio investments.  Reflecting back on those engagements yields a couple observations and reminders for funds and fund managers as they go through the quarterly valuation process.  Travis Harms, Mercer Capital’s Financial Repor ...

A Valuation Perspective In this article, three U.S. Tax Court cases are discussed. Each case stems from the fallout which occurred after the discovery of the Madoff Ponzi scheme amounted to more than just lost investments for each of the investors. The end-effect is much more far-reaching and complex, as many investors have been forced to pay hefty legal bills in a battle to reduce their estate tax liabilit ...

Areas of high attention for auditors during the 2016 audit cycle will include a new standard on naming the engagement partner as well as internal control over financial reporting.  Ken Tysiac, JofA editorial director, reports that key considerations for auditors in general and auditors of brokers and dealers are discussed in two new publications by the Center for Audit Quality. To read the full article in t ...

Golden parachute payments can lead to significant tax consequences for both the company and the individual.  Lucas Parris, senior member of Mercer Capital’s Financial Reporting Valuation Group, discusses strategies to mitigate these tax risks to reduce the likelihood of additional excise taxes. To read the full article in Mercer Capital's Financial Reporting Blog, click: Noncompete Agreements for Section 28 ...

Consideration for Closely Held Securities, Part I of II Valuation analysts may be asked to value closely held company securities for various reasons. These reasons include transaction pricing, financial accounting, taxation planning and compliance, and litigation (related to both breach of contract and tort claims). Depending on: 1) the business valuation approaches and methods applied; and 2) the benchmark ...

While observers appear to be increasingly worried about the proliferating use of non-GAAP measures, a useful debate on non-GAAP measures would probably focus on the nature of their presentation within various disclosures rather than whether or not they should be outlawed altogether.  Sujan Rajbhandary, vice president, senior member of Mercer Capital’s Financial Reporting Valuation Group, explains. To read t ...

Studies in the Closely Held Company Valuation (Part II of II) In the first part of this two-part discussion, the author identified six transaction risk factors attempting to sell a controlling (including 100 percent) interest in a closely held company. Those included: 1) an uncertain time horizon to complete the offering or sale; 2) “Make ready” accounting, legal, and other costs to prepare for and execute ...

Six Transaction Risks Owners Face Selling a Company that May Explain DLOM (Part I of II) In this first of a two-part article, Robert Reilly reviews the various models analysts use to estimate the DLOM and factors analysts consider in the DLOM selection. Valuation analysts often value closely held companies for transaction, taxation, financing, accounting, litigation, and other purposes. Depending on: 1) the ...

The debate over the use of non-GAAP performance measures continues.  Even as the prevalence of these items grows in the financial reports of public companies, cautionary tales of the uses and abuses of such metrics garner headlines.  Lucas M. Parris, senior member of Mercer Capital’s Financial Reporting Valuation Group, explains. To read the full article in Mercer Capital's Financial Reporting Blog, click: ...

Over the last several years, various officials at the SEC have expressed concern about the broadening application of fair value measurement and its impact on the reliability and consistency of valuations performed for U.S. public companies.  Lucas M. Parris, senior member of Mercer Capital’s Financial Reporting Valuation Group, explains. To read the full article and view the presentation in Mercer Capital's ...

Crowdfunding: SEC Issues an Investor Bulletin The SEC published an investor bulletin recently discussing a number of rules and features related to crowdfunding.  Sujan Rajbhandary, vice president and senior member of Mercer Capital’s Financial Reporting Valuation Group, explains the developments, risks, and reasons of interest. To read the full article in Mercer Capital's Financial Reporting Blog, click: Cr ...

The Securities and Exchange Commission staff published a report of its review of the definition of “accredited investor”.  Congress directed the SEC to review the definition every four years in Section 413(b)(2)(A) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the staff recently submitted their recommendations to the Commission. To download this report, click: Report on the Review of ...

Startups interested in taking advantage of the final crowdfunding regulations under the Jumpstart Our Business Startups Act passed by the Securities and Exchange Commission a couple weeks ago should be aware of nuances to the rules that may prove challenging.  Among other things, companies will have to decide whether to offer investors debt or equity.  David M. Katz discusses the new rules and the impact th ...

Obviously, every equity compensation plan is different and the particular tax treatment of a given security depends on the facts and circumstances of the arrangement.  Samantha L. Albert, senior financial analyst with Mercer Capital, examines equity-based compensation and the tools available when examining these arrangements. To read more about the results of this report in the Mercer Capital's Financial Re ...

Title III is the Newest Crowdfinance Option for Private Companies On October 30, 2015, the SEC finalized the rules for securities crowdfunding under Title III of the Jumpstart Our Business Startups (JOBS) Act of 2012. Title III lets startups raise up to $1 million per year by selling securities exclusively through registered online intermediaries known as crowdfunding portals and broker-dealer offering plat ...

The SEC is casting an eye to examine public company filings.  Samantha Albert, Senior financial analyst with Mercer Capital, looks at how their tools have been successful thus far. To read more about the results of this report in the Mercer Capital's Financial Reporting Blog, click: In the Eye of the Beholder: Increasing SEC Scrutiny of Public Company Fair Value Marks. This article is republished from Merce ...

The SEC has proposed new rules and requirements for certain types of incentive-based executive compensation.  Lucas M. Parris, Senior Member of Mercer Capital’s Financial Reporting Valuation Group, explains the rules and how they would apply. To read more about the results of this report in the Mercer Capital's Financial Reporting Blog, click: New Rules Aim to Claw Back Incentive-Based Pay.  This article is ...

The SEC has proposed new rules and amendments that are more stringent and would alter requirements.  Mary Grace McQuiston, Senior Financial Analyst with Mercer Capital, offers insights and explores some of the ramifications these changes could bring. Read more about the results of this report in the Mercer Capital's Financial Reporting article, Rules for the Modern Investment Manager.  This article is repub ...

Dispute Defensible Best Practices, Part 3 of a three-part series In this third part, the last of a three part series, the author stresses that in order for a policy “review” or annual statement to rise to the level of a true “audit”, it needs to incorporate all elements of the above criteria. It needs to do this in a format providing actionable information. Without actionable information, a “review” cannot ...