Jen: This is the PKF Texas Entrepreneur’s Playbook. I’m Jen Lemanski, and I’m back again with Matt Goldston, an Entrepreneurial Advisory Services Director and one of the faces of PKF Texas’ Transaction Advisory Services Team. Matt, welcome back to The Playbook.

Matt: Thank you, Jen. I appreciate it.

Jen: So, we’ve talked a little bit about getting ready for a sale and all of the things that come along with that, but what about some pitfalls? What do companies need to look out for?


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Based on the number of SEC comment letters publicly published, the overall volume has been steadily decreasing for the last nine years. We looked at the most common issues raised in an SEC comment letter; the table below shows 10 of the top issues discussed in these letters over the past three years. It is important to note that, in many cases, more than one issue is mentioned.

numeric table listing common issues with SEC comment letters and the numbers of reviews with a comment on respective topic

The major topics in 2018 were similar to what we have seen in 2016 and 2017, with MD&A, the use of non-GAAP measures and fair value comments at the top of the list. There are, however, some new emerging trends SEC filers should consider:


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Jen: This is the PKF Texas Entrepreneur’s Playbook. I’m Jen Lemanski, and I’m here with Matt Goldston, an Entrepreneurial Advisory Services Director and one of the faces of PKF Texas’ Transaction Advisory Services team. Matt, welcome back to The Playbook.

Matt: Thank you very much, Jen.

Jen: So, I know you were talking with one of our guest hosts, Russ Capper, about selling your business, and what I want to touch on today is value. What does a company need to do to learn the value of their company?


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Jen: This is the PKF Texas Entrepreneur’s Playbook. I’m Jen Lemanski, and I’m back again with Frank Landreneau, one of our International Tax Directors. Frank, welcome back to The Playbook.

Frank: Thanks. It’s exciting to be back.

Jen: I know there’s been some new changes to the Foreign-Derived Intangible Income, or FDII, as we’ve been calling it, that released in early March. What do we need to know about the new changes?

Frank: That’s right. Even though it’s interesting about this new tax law is that, even though it was passed a little over a year ago, guidance is still trickling in. Even though a law has been on the books, usually you do planning on a go-forward basis. There is some planning to go back and see about opportunities you may not have had.


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Jen: This is the PKF Texas Entrepreneur’s Playbook. I’m Jen Lemanski, and I’m back again with Miriam Rouziek, an Audit Manager and one of the faces of the PKF Texas SEC team. Miriam, welcome back to The Playbook.

Miriam: Thanks for having me, Jen.

Jen: So, we’ve been talking a little bit about PCAOB, which is the Public Company Accounting Oversight Board, and we’ve been talking about some changes that they’ve had. But what inspection trends are you seeing?


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Jen: This is the PKF Texas Entrepreneur’s Playbook. I’m Jen Lemanski, and I’m back again with Frank Landreneau, one of our International Tax Directors. Frank, welcome back to The Playbook.

Frank: Thanks, Jen. It’s great to be back.

Jen: So, last time we talked about international tax baskets with the new tax reform. What are some issues that business owners are finding with that?


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Russ: This is the PKF Texas Entrepreneur’s Playbook. I’m Russ Capper, this week’s guest host, and I’m here once again with Matt Goldston, an Entrepreneurial Advisory Services Director and one of the faces of PKF Texas’s Transaction Advisory Services Team. Matt, welcome back to The Playbook.

Matt: Thank you, Russ.

Russ: You bet. So, share with us, how do you mentally prepare a founder to be ready to really talk about and negotiate the sale of a company?

Matt: Early on, it’s important that a founder remove the emotion from the business and look at the business as though it’s an asset, one that can transact.
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Jen: This is the PKF Texas Entrepreneur’s Playbook. I’m Jen Lemanski, and I’m back once again with Miriam Rouziek, one of our Audit Managers and one of the faces of PKF Texas’s SEC team. Miriam, welcome back to The Playbook.

Miriam: Thanks for having me, Jen.

Jen: In previous episodes we’ve talked a little bit about the PCAOB, which stands for Public Company Accounting Oversight Board, which I know was founded after the whole Enron thing. What changes do they have coming for 2019 – 2020?


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