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SEC Initiates Enforcement Action for Failure to Present GAAP with Equal or Greater Prominence

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The SEC brought a settled enforcement action against ADT Inc. because it did not afford equal or greater prominence to comparable GAAP financial measures in two of its earnings releases containing non-GAAP financial measures – ADT’s Q4 2017 and Fiscal Year 2017 Earnings Release dated and furnished to the Commission... Read More

Topics: Litigation, Public Companies and Securities

The First CAM

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The first CAM I am aware of is in this SEC filing: Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates... Read More

Topics: Public Companies and Securities

SEC Brings Enforcement Action for Failure to Verify Accredited Investor Status

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CoinAlpha Advisors LLC was formed for the purpose of investing in digital assets. From October 2017 through May 2018 CoinAlpha raised approximately $600,000 from 22 investors, residing in at least five U.S. states. Through this offering, the investors purchased limited partnership interests in a fund formed by CoinAlpha in exchange... Read More

Topics: Litigation, Public Companies and Securities

Court Refuses to Issue Preliminary Injunction to Halt Initial Coin Offering

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In SEC v. Blockvest, LLC, the United States District Court for the Southern District of California examined the SEC’s argument for a preliminary injunction halting an initial coin offering, or ICO. The complaint alleged that Defendants have been offering and selling alleged unregistered securities in the form of digital assets... Read More

Topics: Litigation, Public Companies and Securities, Uncategorized

Failure to Provide Audited Financial Statements Precludes Reliance on Corwin

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In Re Tangoe, Inc. Stockholders Litigation was one of those situations where everything that could go wrong did.  According to the Plaintiff, the Tangoe directors breached their fiduciary duties to Tangoe stockholders by steering the Company into an ill-advised take-private acquisition with a negative premium by Marlin Equity and recommended... Read More

Topics: M&A, Private Equity, Public Companies and Securities

ISS Publishes Preliminary 2019 Compensation FAQs

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ISS has published preliminary frequently asked questions related to compensation policies for 2019. Some key observations are noted below. Will any of the quantitative pay-for-performance screens change for 2019? No. There will be no changes to the quantitative screens for the 2019 proxy season. The secondary Financial Performance Assessment screen... Read More

Topics: Employment, Executive Compensation, Public Companies and Securities