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 republished from Mercer Capital’s Financial Reporting Blog. It is reprinted with permission. To subscribe to the blog, visit: http://mercercapital.com/category/financialreportingblog/.
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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 be meaningful in a dispute. The audit will include a rate class assessment, sustainability review and gathering of policy data. The audit report will include an Executive Summary, an Action…
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The Securities and Exchange Commission recently issued Regulation A+ that amends the existing exemption from registration requirements for smaller issues of securities. This ruling creates a two-tiered offering structure that will solve many of the limitations of Regulation A. Madeline L. Harrigan, a financial analyst with Mercer Capital, says the updated Regulation A+ provides a greater annual dollar limit without the “costly entanglement in the web of state blue sky regulation” for larger sums of capital. [button color=”blue” link=”http://mercercapital.com/financialreportingblog/regulation-a-raising-the-capital-cap-for-small-companies/” target=”_blank” font=”arial” align=”left”]For more information on Regulation A+, click here.[/button] This article is republished from Mercer Capital’s Financial Reporting Blog. It…
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Distinct Qualities and Considerations (Part 2 of 2) In the first part of this series, the author looked at some of the methodologies for considering closely held or private companies. In this second part, the last of the two-part series, the author reviews some of the IRS, judicial, investment banking practices. and other considerations in the valuation process.
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Insights from the Analysis of Mega Transactions By scrutinizing data from large transactions, valuation experts can glean important information and insights into current healthcare valuations. In this article, Collin McDermott and Bridget Triepke summarize SEC filings, review the implied valuation of large healthcare mergers—based on the purchase price—and provide a detailed review of the fairness opinions provided by investment banks to both Vanguard’s and Health Management Associates board of directors and shareholders. Specifically, the authors detail the results and key assumptions utilized by the investment banks for the GPCM, M&A Method, and Discounted Cash Flow Method.
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A Principle-Based Model Revenue Recognition Wiley author Joanne Flood looks at how the converged revenue standard affects companies reporting under U.S. GAAP.
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As if the general public hadn’t lost enough faith in the stock market with recent revelations of rigged deal-making that benefits only a few, a new study shows that 25 percent of all M&A deals between public companies involve some kind of insider trading. The study, conducted by McGill University and New York University, looked at informed trading activity in equity options prior to the announcement of corporate deals. The study’s abstract states: For the target companies, we document pervasive directional options activity, consistent with strategies that would yield abnormal returns to investors with private information. This is demonstrated…
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Proposed rule amendments for small businesses and additional exemptions under Section 3(b) of the Securities Act On December 18, 2013, the Securities and Exchange Commission released their long-awaited proposed rules on Regulation A+. The amendments to Regulation A were proposed pursuant to Title IV of the Jumpstart Our Business Startups Act of 2012. The proposed rules are intended to increase access to the capital markets for lower middle-market firms since Reg. A has been sparingly used; there were only 19 qualified Reg. A offerings between 2009 and 2012. While pre-revenue firms, start-ups and those in the early stages will not…
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New changes to the law could mean new client service opportunities The Securities and Exchange Commission (SEC) has issued a No Action Letter that allows unlicensed professionals to receive commissions for the sale of privately held securities in a sales transaction.
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Has the Securities and Exchange Commission given M&A business brokers the “green light” to engage in securities transactions? The Securities and Exchange Commission (SEC) issued a January 31, 2014, No-Action Letter indicating it would not take enforcement action against an M&A broker contemplating a securities transaction.
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The Frontline of Fraud Risk Management Internal fraud occurs as the result of a series of weaknesses within internal control systems, which are at the top of the fraud risk management pyramid. This article defines the three essential types of internal controls, their five interrelated components, and how they can be instituted for maximum protection.
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Equity funds now able to engage in mass advertising In just a few days, the ban that prevents private equity funds from marketing directly to the public will be lifted. A recent review by Michelle Park of Crain’s Cleveland Business examines what this might mean for various private equity and venture capital funds and their future customers.
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Giving holders of concentrated risk in public company stock a tax break This article establishes there is recognition by the IRS and the courts that a well-supported proof of impairment based on the sale of a large number of shares necessitates an investor concession. It provides the rationale and methodology to capture the existence and the level of impairment.
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US Securities and Exchange Commission (SEC) is Aggressively Policing Fund Valuation Practices in the Hedge Fund Industry Kris Devasabai at Risk.net reports that hedge funds, under pressure from regulators and investors, are establishing robust pricing policies for hard-to-value assets. They are also hiring independent experts to price complex and illiquid assets as investors and regulators intensify their scrutiny of valuation practices. Here’s more:
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Exchange Would Make it Easier for Companies to Go Public in the U.S. But Would be Limited to Experienced Investors Dave Michaels at Bloomberg reports that a Securities and Exchange Commission panel suggested that an exchange limited to small businesses should be created. The exchange would make it easier for companies to go public in the U.S. but would be limited to experienced investors better able to assess the risks involved with lower disclosure hurdles. The Panel said the exchange should be limited to sophisticated investors, which it didn’t define. More:
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Stakeholders Discuss Greater Institutional Investor Makeup, Governance Structures, Greater Regulatory Scrutiny Deloitte Insights contributes a piece to the CFO Journal on the Wall Street Journal site, part of a series designed to provide financial executives a customized resource to help them address the strategic, operational and regulatory issues they face in managing their finance organizations and careers, with top-line digests, research, perspectives and technical analyses. This Deloitte Insight reports on the Third Annual Hedge Fund Symposium Series held in New York recently. There, Joseph Fisher, who leads the Hedge Fund Audit practice for Deloitte & Touche LLP in New York, commented on how…
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For Nearly Five Decades, Securities Law Allowed Banks with Fewer than 300 Shareholders to “Deregister,” Now, Banks With Under 1200 Shareholders Can Do the Same Under Provisions of the JOBS Act Dina ElBoghdady reports some interesting news this week in the Washington Post: about 100 small banks have stopped reporting financial details about their operations to the SEC since the JOBS Act was enacted in April About 100 small banks have stopped reporting financial details about their operations (e.g., revenue, expenses, executive compensation and trends affecting their businesses, etc.).to the Securities and Exchange Commission since April, when a law was enacted that…
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With Limited Resources, the SEC is Using a “Risk Analytics” Strategy to Target Areas of Concern, Explains Exec at Conference Recent examinations of newly SEC-registered private equity firms is helping regulators understand the complex world of private equity, according to delegates and speakers at PEI’s CFOs and COOs Forum 2013 in New York, writes Nicholas Donato at Private Equity Manager. More:
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The accounting rulemakers said they are seeking more feedback about whether groups of companies could phase in IFRS and how investors are dealing with the two sets of accounting rules currently existing in the United States. Emily Chasen at WSJ CFO Report writes [trial subscription required] that accounting rulemakers in the U.S. and abroad are calling for collaboration even as U.S. regulators have so far refused to take a clear position on whether they should adopt international accounting rules. But that lack of guidance makes the timing and nature of such cooperation uncertain, the heads of the U.S. and international accounting…
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Federal Agency Identifies Valuation Risk Factors and Best Practices Could the Securities Exchange Commission’s informal inquiry regarding valuation be an opening salvo to allow more formal investigation, or even regulatory action? The McLean Group shares an in-depth analysis of the SEC’s findings.