EXCHANGE-TRADED FUNDS – Illiquid Security Valuation Exchange-Traded Funds (ETFs) are investment funds that combine the features of a mutual fund and a closed-end fund. ETFs trade throughout the day at prices that may be above or below the fund’s net asset value. Shareholders may trade shares of the ETF resulting…

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…