Surprise – Director Comp Must Be Fair Stockholder approval of an incentive plan is not a foolproof defense against an “entire fairness review” of self-compensation decisions, as the Citrix Systems, Inc. (“Citrix”) board of directors learned the hard way. In Calma v. Templeton et al, a recent derivative action on…

Overview Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350 provides guidance on financial accounting and reporting related to goodwill and other intangibles for U.S. GAAP, other than the accounting at acquisition for goodwill and other intangibles acquired in a business combination or an acquisition by a not-for-profit…

Houlihan Capital’s whitepaper on ESOPs What is an ESOP? An Employee Stock Ownership Plan (“ESOP”) is a defined contribution retirement plan, authorized by the Employee Retirement Income Security Act (“ERISA”) similar to a profit sharing plan. Passed by Congress in 1974, ERISA provides tax incentives to establish ESOPs in accordance…

Public companies are required to comply with United States Securities and Exchange Commission (SEC) filings and regulations. On average, public companies can spend anywhere from $1million to$3 million per year more than similar private companies due to regulatory and financial reporting costs. Studies have shown that public companies spend more…

Fair Value Best Practices and Implementation Overview Given the difficulty of valuing illiquid assets and the potential for conflict of interest, hedge funds, private equity firms, and other investment managers and financial institutions (“Asset Management Firms”) are receiving greater attention from regulators, investors, auditors, politicians, and other industry participants, with…