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SEC Clarifies Need for GAAP Reconciliations for Forecasts Used in Business Combinations

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The SEC previously noted in a Compliance and Disclosure Interpretation that financial measures included in forecasts provided to a financial advisor and used in connection with a business combination transaction are not non-GAAP financial measures if: the financial measures are included in forecasts provided to the financial advisor for the... Read More

Topics: M&A, Public Companies and Securities

Delaware Supreme Court Reverses Dell Appraisal Decision

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The Delaware Supreme Court has reversed the Court of Chancery’s appraisal decision in Dell, Inc. v. Magnestar Global Event Driven Master Fund Ltd. et al.  The Chancery Court had found that fair value was 28% above the deal price. In the 82 page decision, the Delaware Supreme Court noted that... Read More

Topics: M&A

Critical Audit Matters (CAMs) and M&A

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The SEC has approved the PCAOB’s standard regarding the communication of critical audit matters for public companies, referred to as CAMs, which will provide information in the audit report about matters arising from the audit that required especially challenging, subjective, or complex auditor judgment, and how the auditor responded to... Read More

Topics: M&A, Public Companies and Securities

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