Dodd-Frank.com

New SEC C&DIs on Non-GAAP Financial Measures for Business Combinations

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The SEC staff has issued two new Compliance and Disclosure Interpretations, or CD&Is, on non-GAAP financial measures in the context of business combinations. In the first CD&I (Question 101.01), the SEC staff states financial measures provided to a financial advisor are not non-GAAP financial measures if the following conditions are... Read More

Topics: M&A, Public Companies and Securities

Public M&A Deal Addresses New Revenue Recognition Standard

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A recent public company acquisition transaction addresses FASB’s new revenue recognition standard. In the transaction, Envestnet (NYSE: ENV), a provider of systems for wealth management and financial wellness, announced that it will acquire FolioDynamix, a provider of integrated wealth management technology solutions.  Envestnet will acquire FolioDynamix in a cash transaction... Read More

Topics: M&A

Delaware Supreme Court Rejects Presumption that Deal Price is Best Estimate of Fair Value; Private Equity Buyer’s Price Deserves Appropriate Consideration

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In DFC Global Corp. v Muirfield Value Partners, L.P. et al, the Delaware Supreme Court declined to adopt a presumption that in an arm’s length merger the deal price is the best estimate of fair value for purposes of an appraisal rights action.  The Supreme Court also found the Chancery... Read More

Topics: Litigation, M&A