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Generally Accepted Accounting Procedures Contract Terms

Generally Accepted Accounting Principles (GAAP) are accounting standards and procedures that are used by companies within a particular jurisdiction to prepare financial records and statements. These principles... more +
Generally Accepted Accounting Principles (GAAP) are accounting standards and procedures that are used by companies within a particular jurisdiction to prepare financial records and statements. These principles are intended to create consistency in documentation across companies and industries. Consistent documentation assists investors to better analyze potential investments and assists regulators to detect potential fraud and/or wrongdoing. less -
Mayer Brown

Delaware Law Alert: What to Keep in Mind for Your Next Purchase Price Adjustment Provision

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Deal parties often opt to delegate purchase price adjustment (“PPA”) disputes to an accounting expert in the belief that such private proceedings will avoid the involvement of courts and related expenses. A recent Delaware...more

Goulston & Storrs PC

What's Market: No Undisclosed Liabilities Representations

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In M&A transactions, unknown target liabilities are typically addressed in different ways throughout the M&A purchase agreement. A no undisclosed liabilities representation is one of the principal representations in an M&A...more

Troutman Pepper Locke

Expert Determination or Arbitration? The Delaware Court of Chancery Clarifies That Labels Are Not Dispositive

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Purchase agreements customarily contain provisions for resolving certain disputes by referring them to a third-party neutral decision-maker outside of litigation. For example, disputes over purchase price adjustments are...more

Goulston & Storrs PC

No Undisclosed Liabilities Representations

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Market Trends: What You Need to Know - As reflected in the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies... Originally Published in Bloomberg Law - February 2021....more

Goulston & Storrs PC

Purchase Price Adjustments

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Market Trends: What You Need to Know - Based on the American Bar Association's Private Target Mergers and Acquisitions Deal Point Studies: Purchase price adjustments continue to be commonplace in M&A agreements. In the...more

Goulston & Storrs PC

COVID And M&A Earnouts What’s Market?

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The COVID-19 virus has ushered in unprecedented and challenging times for our country and our global community.  From the deeply personal pain and suffering caused by the virus as a health pandemic to behavioral adjustments...more

Harris Beach Murtha PLLC

2020 Resolutions to Make Your Deal Go Smoothly

As we move into 2020, there are signs that the M&A market may be slowing down.  Global trade issues, rising prices for target companies, and political uncertainty in the US all may contribute to reduced deal activity in the...more

Troutman Pepper Locke

Capital Leases Are Dead; Long Live Finance Leases

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Starting in 2019, public companies will need to adopt the new lease accounting rules set forth in the new Financial Accounting Standards Board (FASB) standard ASC 842 (Leases). Originally published in Law360 - January 16,...more

Jones Day

Delaware Supreme Court Reverses Chancellor's Chicago Bridge Ruling - Authority of Independent Auditor to Resolve Purchase Price...

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In a much-anticipated decision, on June 27, 2017, the Supreme Court of Delaware reversed the Chancery Court's ruling in Chicago Bridge v. Westinghouse. The Delaware Supreme Court determined that an independent auditor...more

McCarter & English, LLP

Delaware Law Updates - Delaware Supreme Court Rejects Over Expansive Application Of True-Up Provision In Purchase Agreement

Chicago Bridge & Iron Co. v. Westinghouse Elec. Co. LLC, et al., No. 573, 2016 (Del. June 28, 2017) - The Delaware Supreme Court reversed the Court of Chancery’s entry of judgment on the pleadings based on a flawed...more

Stinson - Corporate & Securities Law Blog

Drafting Contracts under the New Revenue Recognition Standard

The new revenue recognition standards under GAAP (Accounting Standards Update 2014-09; Topic 606) will be applicable to public companies for annual reporting periods beginning after December 15, 2017. While much time and...more

McCarter & English, LLP

Delaware Law Updates – The Court of Chancery Determines $2 Billion Dispute Is One for an Independent Auditor to Decide

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In Chicago Bridge & Iron Company N.V. v. Westinghouse Electric Company LLC, C.A. No. 12585-VCL (Del. Ch. Dec. 5, 2016), the Court of Chancery granted a buyer’s motion for judgment on the pleadings, holding that the plain...more

Orrick - Finance 20/20

Report on Impact of IFRS 16 Leases on Financial Covenants in Loan Agreements

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On December 9, 2015, the European Financial Reporting Advisory Group (EFRAG) published a feedback report relating to a public survey undertaken by EFRAG and others in July 2015 aiming to understand the effects of the...more

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