Seminar  Workshop

Debt vs. Equity Accounting for Complex Financial Instruments Workshop 2018


Select a Location:

Why You Should Attend

This Workshop will provide the knowledge and tools to demystify the debt versus equity conundrum for complex financial instruments, such as warrants with re-pricing provisions and convertible instruments with embedded features.  These types of financing tools have become important for emerging and growing companies that seek alternative financing solutions rather than mainstream lending.  Unfortunately, because of the complex accounting issues they create, they have become a major source of confusion and restatements. Through a detailed review of the accounting literature  -- including ASU 2017-11 dealing with down-round provisions and the FASB’s project to improve GAAP in this area, along with numerous examples and case studies – this Workshop will help you build the knowledge and experience to appropriately recognize, initially record and subsequently account for these complex financing tools.

What You Will Learn

  • Details of the relevant Accounting Standards Codification guidance
  • Review of ASU 2017-11, including new down-round provisions
  • Structure of warrants and convertible instruments that create accounting challenges
  • How to recognize the provisions in financial instruments that present accounting issues
  • Through detailed cases studies, the processes to analyze instruments and apply relevant accounting guidance
  • Journal entries and related tools to appropriately record debt or equity instruments
  • Measurement issues and the appropriate tools to determine fair value for complex instruments
  • Latest news about the FASB’s Distinguishing Liabilities From Equity Project

Who Should Attend

This Workshop is geared to auditors and financial officers of companies who raise capital with these types of financial instruments. 

Prerequisites

Knowledge of financial instruments accounting.


Cancellations

All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.

8:30 Welcome and Workshop Overview

8:35 Foundation Issues and Review of Relevant Accounting Standards  

  • Example instruments: warrants and convertible securities
  • Why all the foundation issues are necessary
  • Liability versus equity issues in ASC 480
  • Definition of a derivative:
    • Underlying and notional amount
    • Little or no initial net investment
    • Net settlement provisions
  • What is net settlement?
    • Readily convertible to cash?
    • Thinly traded securities?
    • Issues for non-public companies?
  • Warrants
    • Examples – plain vanilla
    • Examples – price adjustment features
  • The two key issues
    • Indexed to common stock
    • Classified in stockholders’ equity
  • Private versus public company issues
  • Examples


10:00 Networking Break

10:15 Dealing with Warrants and Related Financing Features  

  • Identification of the issue in actual instruments – equity versus liability
  • Accounting for equity instruments
  • Accounting for derivative instruments – volatility!
  • Application of the foundational principles
    • Is the instrument equity or liability?
    • Is the warrant indexed to the company’s stock?
    • Down-round versus other price adjustment features
    • Would the warrant be classified in stockholders’ equity?
  • Subsequent accounting
  • Examples
  • Case studies


11:30 Networking Luncheon

12:00 Dealing with Convertible Instruments and Embedded Derivatives

  • Definition of an embedded derivative
    • When is bifurcation required?
  • Identification of the issue in actual instruments
  • Application of the foundational principles
    • Bifurcation criteria for embedded instruments
    • Classification after bifurcation
  • Subsequent accounting
  • Balance sheet geography and “the mezzanine”
  • Convertible debt and beneficial conversion features
  • Contingent beneficial conversion features and stock settled debt
  • Examples
  • Case studies


2:00 Networking Break

2:15 Dealing with Convertible Instruments and Embedded Derivatives (continued)

3:30 Final Cases and Other Liability versus Equity Issues  

  • Identification of the issue in actual instruments
  • Convertible instruments and redemption provisions
  • Application of the ASC guidance
  • Case studies
4:30 Adjourn

Instructor(s)
Jarrod M. Rhen ~ Partner, WithumSmith+Brown, PC
Program Attorney(s)
Robin D. Goldstein ~ Director & Sr. Program Attorney, PLI

San Francisco Seminar Location

PLI California Center, 685 Market Street, San Francisco, California 94105. (800) 260-4754.

San Francisco Hotel Accommodations

Park Central Hotel, 50 Third Street, San Francisco, CA 94103. 415-974-6400. When calling, please mention PLI and SET#287179. In addition, you may book online at Park Central Hotel PLI.

Omni Hotel San Francisco, 500 California Street, San Francisco, CA 94104. 415-677-9494.  When calling, please mention Practising Law Institute.  You may also book online at PLI Omni Hotel 2017.

Due to high demand we recommend reserving hotel rooms as early as possible.

General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.


U.S. MCLE States

Alabama:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Alaska:  All SEC Institute products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Arizona:  SEC Institute’s workshops qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

California:  SEC Institute’s workshops qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All SEC Institute products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Connecticut: Effective January 1, 2017, all SEC Institute products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Delaware:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Florida:  All SEC Institute products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Georgia:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Hawaii:  All SEC Institute products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Idaho:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Illinois:  All SEC Institute products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Indiana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Iowa:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Kansas:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Louisiana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Maine:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Minnesota:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Mississippi:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Missouri:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Montana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Nebraska:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Nevada:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New Hampshire:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New Jersey:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New Mexico:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New York

Experienced Attorneys:  All SEC Institute products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Newly Admitted Attorneys: Select transitional SEC Institute workshops can be used to fulfill the requirements for newly admitted attorneys. Please check the “Credit Information” box on the program page to ensure credit is approved. All credit categories may be earned via transitional SEC Institute workshops.

North Carolina:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

North Dakota:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Ohio:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Oklahoma:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Oregon:  All SEC Institute products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Pennsylvania: SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Puerto Rico:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Rhode Island:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

South Carolina:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Tennessee:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Texas:  All SEC Institute products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Utah:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Vermont:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Virgin Islands:  All SEC Institute products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Virginia:  SEC Institute’s workshops qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

West Virginia:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Wisconsin:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Wyoming:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.


CPD Jurisdictions

British Columbia (CPD-BC):  SEC Institute’s workshops qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  SEC Institute’s workshops qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  SEC Institute’s workshops can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of points an attorney can earn via workshops.

United Kingdom (CPD-UK):  SEC Institute’s workshops can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  SEC Institute’s workshops qualify as “live” credit in all Australian jurisdictions. There is no limit to the number of credits an attorney can earn via workshops.


Other Credit Types

CPE Credit (NASBA): SEC Institute’s workshops qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE):  SEC Institute’s workshops may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  SEC Institute’s workshops may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  SEC Institute’s workshops may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  SEC Institute’s workshops may fulfill HR credit requirements.

SHRM Recertification (SHRM):  SEC Institute’s workshops qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  SEC Institute’s workshops qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via workshops.

Certified Anti-Money Laundering Specialists (CAMS):  SEC Institute’s workshops may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  SEC Institute’s workshops may fulfill SW CPE credit requirements.

Why You Should Attend

This Workshop will provide the knowledge and tools to demystify the debt versus equity conundrum for complex financial instruments, such as warrants with re-pricing provisions and convertible instruments with embedded features.  These types of financing tools have become important for emerging and growing companies that seek alternative financing solutions rather than mainstream lending.  Unfortunately, because of the complex accounting issues they create, they have become a major source of confusion and restatements. Through a detailed review of the accounting literature  -- including ASU 2017-11 dealing with down-round provisions and the FASB’s project to improve GAAP in this area, along with numerous examples and case studies – this Workshop will help you build the knowledge and experience to appropriately recognize, initially record and subsequently account for these complex financing tools.

What You Will Learn

  • Details of the relevant Accounting Standards Codification guidance
  • Review of ASU 2017-11, including new down-round provisions
  • Structure of warrants and convertible instruments that create accounting challenges
  • How to recognize the provisions in financial instruments that present accounting issues
  • Through detailed cases studies, the processes to analyze instruments and apply relevant accounting guidance
  • Journal entries and related tools to appropriately record debt or equity instruments
  • Measurement issues and the appropriate tools to determine fair value for complex instruments
  • Latest news about the FASB’s Distinguishing Liabilities From Equity Project

Who Should Attend

This Workshop is geared to auditors and financial officers of companies who raise capital with these types of financial instruments. 

Prerequisites

Knowledge of financial instruments accounting.


Cancellations

All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.

8:30 Welcome and Workshop Overview

8:35 Foundation Issues and Review of Relevant Accounting Standards  

  • Example instruments: warrants and convertible securities
  • Why all the foundation issues are necessary
  • Liability versus equity issues in ASC 480
  • Definition of a derivative:
    • Underlying and notional amount
    • Little or no initial net investment
    • Net settlement provisions
  • What is net settlement?
    • Readily convertible to cash?
    • Thinly traded securities?
    • Issues for non-public companies?
  • Warrants
    • Examples – plain vanilla
    • Examples – price adjustment features
  • The two key issues
    • Indexed to common stock
    • Classified in stockholders’ equity
  • Private versus public company issues
  • Examples


10:00 Networking Break

10:15 Dealing with Warrants and Related Financing Features  

  • Identification of the issue in actual instruments – equity versus liability
  • Accounting for equity instruments
  • Accounting for derivative instruments – volatility!
  • Application of the foundational principles
    • Is the instrument equity or liability?
    • Is the warrant indexed to the company’s stock?
    • Down-round versus other price adjustment features
    • Would the warrant be classified in stockholders’ equity?
  • Subsequent accounting
  • Examples
  • Case studies


11:30 Networking Luncheon

12:00 Dealing with Convertible Instruments and Embedded Derivatives

  • Definition of an embedded derivative
    • When is bifurcation required?
  • Identification of the issue in actual instruments
  • Application of the foundational principles
    • Bifurcation criteria for embedded instruments
    • Classification after bifurcation
  • Subsequent accounting
  • Balance sheet geography and “the mezzanine”
  • Convertible debt and beneficial conversion features
  • Contingent beneficial conversion features and stock settled debt
  • Examples
  • Case studies


2:00 Networking Break

2:15 Dealing with Convertible Instruments and Embedded Derivatives (continued)

3:30 Final Cases and Other Liability versus Equity Issues  

  • Identification of the issue in actual instruments
  • Convertible instruments and redemption provisions
  • Application of the ASC guidance
  • Case studies
4:30 Adjourn

Instructor(s)
Jarrod M. Rhen ~ Partner, WithumSmith+Brown, PC
Program Attorney(s)
Robin D. Goldstein ~ Director & Sr. Program Attorney, PLI

General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.


U.S. MCLE States

Alabama:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Alaska:  All SEC Institute products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Arizona:  SEC Institute’s workshops qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

California:  SEC Institute’s workshops qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All SEC Institute products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Connecticut: Effective January 1, 2017, all SEC Institute products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Delaware:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Florida:  All SEC Institute products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Georgia:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Hawaii:  All SEC Institute products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Idaho:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Illinois:  All SEC Institute products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Indiana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Iowa:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Kansas:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Louisiana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Maine:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Minnesota:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Mississippi:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Missouri:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Montana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Nebraska:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Nevada:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New Hampshire:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New Jersey:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New Mexico:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New York

Experienced Attorneys:  All SEC Institute products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Newly Admitted Attorneys: Select transitional SEC Institute workshops can be used to fulfill the requirements for newly admitted attorneys. Please check the “Credit Information” box on the program page to ensure credit is approved. All credit categories may be earned via transitional SEC Institute workshops.

North Carolina:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

North Dakota:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Ohio:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Oklahoma:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Oregon:  All SEC Institute products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Pennsylvania: SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Puerto Rico:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Rhode Island:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

South Carolina:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Tennessee:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Texas:  All SEC Institute products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Utah:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Vermont:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Virgin Islands:  All SEC Institute products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Virginia:  SEC Institute’s workshops qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

West Virginia:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Wisconsin:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Wyoming:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.


CPD Jurisdictions

British Columbia (CPD-BC):  SEC Institute’s workshops qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  SEC Institute’s workshops qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  SEC Institute’s workshops can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of points an attorney can earn via workshops.

United Kingdom (CPD-UK):  SEC Institute’s workshops can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  SEC Institute’s workshops qualify as “live” credit in all Australian jurisdictions. There is no limit to the number of credits an attorney can earn via workshops.


Other Credit Types

CPE Credit (NASBA): SEC Institute’s workshops qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE):  SEC Institute’s workshops may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  SEC Institute’s workshops may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  SEC Institute’s workshops may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  SEC Institute’s workshops may fulfill HR credit requirements.

SHRM Recertification (SHRM):  SEC Institute’s workshops qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  SEC Institute’s workshops qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via workshops.

Certified Anti-Money Laundering Specialists (CAMS):  SEC Institute’s workshops may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  SEC Institute’s workshops may fulfill SW CPE credit requirements.

Why You Should Attend

This Workshop will provide the knowledge and tools to demystify the debt versus equity conundrum for complex financial instruments, such as warrants with re-pricing provisions and convertible instruments with embedded features.  These types of financing tools have become important for emerging and growing companies that seek alternative financing solutions rather than mainstream lending.  Unfortunately, because of the complex accounting issues they create, they have become a major source of confusion and restatements. Through a detailed review of the accounting literature  -- including ASU 2017-11 dealing with down-round provisions and the FASB’s project to improve GAAP in this area, along with numerous examples and case studies – this Workshop will help you build the knowledge and experience to appropriately recognize, initially record and subsequently account for these complex financing tools.

What You Will Learn

  • Details of the relevant Accounting Standards Codification guidance
  • Review of ASU 2017-11, including new down-round provisions
  • Structure of warrants and convertible instruments that create accounting challenges
  • How to recognize the provisions in financial instruments that present accounting issues
  • Through detailed cases studies, the processes to analyze instruments and apply relevant accounting guidance
  • Journal entries and related tools to appropriately record debt or equity instruments
  • Measurement issues and the appropriate tools to determine fair value for complex instruments
  • Latest news about the FASB’s Distinguishing Liabilities From Equity Project

Who Should Attend

This Workshop is geared to auditors and financial officers of companies who raise capital with these types of financial instruments. 

Prerequisites

Knowledge of financial instruments accounting.


Cancellations

All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.

8:30 Welcome and Workshop Overview

8:35 Foundation Issues and Review of Relevant Accounting Standards  

  • Example instruments: warrants and convertible securities
  • Why all the foundation issues are necessary
  • Liability versus equity issues in ASC 480
  • Definition of a derivative:
    • Underlying and notional amount
    • Little or no initial net investment
    • Net settlement provisions
  • What is net settlement?
    • Readily convertible to cash?
    • Thinly traded securities?
    • Issues for non-public companies?
  • Warrants
    • Examples – plain vanilla
    • Examples – price adjustment features
  • The two key issues
    • Indexed to common stock
    • Classified in stockholders’ equity
  • Private versus public company issues
  • Examples


10:00 Networking Break

10:15 Dealing with Warrants and Related Financing Features  

  • Identification of the issue in actual instruments – equity versus liability
  • Accounting for equity instruments
  • Accounting for derivative instruments – volatility!
  • Application of the foundational principles
    • Is the instrument equity or liability?
    • Is the warrant indexed to the company’s stock?
    • Down-round versus other price adjustment features
    • Would the warrant be classified in stockholders’ equity?
  • Subsequent accounting
  • Examples
  • Case studies


11:30 Networking Luncheon

12:00 Dealing with Convertible Instruments and Embedded Derivatives

  • Definition of an embedded derivative
    • When is bifurcation required?
  • Identification of the issue in actual instruments
  • Application of the foundational principles
    • Bifurcation criteria for embedded instruments
    • Classification after bifurcation
  • Subsequent accounting
  • Balance sheet geography and “the mezzanine”
  • Convertible debt and beneficial conversion features
  • Contingent beneficial conversion features and stock settled debt
  • Examples
  • Case studies


2:00 Networking Break

2:15 Dealing with Convertible Instruments and Embedded Derivatives (continued)

3:30 Final Cases and Other Liability versus Equity Issues  

  • Identification of the issue in actual instruments
  • Convertible instruments and redemption provisions
  • Application of the ASC guidance
  • Case studies
4:30 Adjourn

Speaker(s)
Jarrod M. Rhen ~ Partner, WithumSmith+Brown, PC
Program Attorney(s)
Robin D. Goldstein ~ Director & Sr. Program Attorney, PLI

New York City Seminar Location

PLI New York Boardroom, 1177 Avenue of the Americas, (2nd floor), entrance on 45th Street, New York, New York 10036. Message Center, program days only: (212) 824-5733.

New York City Hotel Accommodations

Crowne Plaza Times Square Manhattan, 1605 Broadway (at 48th Street), New York, NY 10019 (212) 977-4000. When calling, mention Practising Law Institute. You can also make reservations online to access PLI's rates.

The Muse, 130 West 46th Street, New York, NY 10036. Please call reservations at 1-800-546-7866. When calling, please mention Practising Law Institute. You can also book online at https://gc.synxis.com/rez.aspx?Hotel=26750&Chain=10179&promo=PRLW.

Millennium Broadway Hotel, 145 West 44th Street, New York, NY 10036. Please call reservations at 1-800-622-5569. When calling, please mention Practising Law Institute. You can also book online at https://reservations.millenniumhotels.com/ibe/index.aspxhotelid=13507&langid=1&rooms=1&adults=1&corp=practising.

Hyatt Times Square, 135 W. 45th Street, New York, NY 10036. For reservations, please call (646) 364-1234. When calling mention rate code CR56218 or Practising Law Institute.

General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.


U.S. MCLE States

Alabama:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Alaska:  All SEC Institute products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Arizona:  SEC Institute’s workshops qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

California:  SEC Institute’s workshops qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All SEC Institute products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Connecticut: Effective January 1, 2017, all SEC Institute products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Delaware:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Florida:  All SEC Institute products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Georgia:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Hawaii:  All SEC Institute products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Idaho:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Illinois:  All SEC Institute products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Indiana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Iowa:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Kansas:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Louisiana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Maine:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Minnesota:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Mississippi:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Missouri:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Montana:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Nebraska:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Nevada:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New Hampshire:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New Jersey:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New Mexico:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

New York

Experienced Attorneys:  All SEC Institute products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Newly Admitted Attorneys: Select transitional SEC Institute workshops can be used to fulfill the requirements for newly admitted attorneys. Please check the “Credit Information” box on the program page to ensure credit is approved. All credit categories may be earned via transitional SEC Institute workshops.

North Carolina:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

North Dakota:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Ohio:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Oklahoma:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Oregon:  All SEC Institute products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Pennsylvania: SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Puerto Rico:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Rhode Island:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

South Carolina:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Tennessee:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Texas:  All SEC Institute products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Utah:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Vermont:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Virgin Islands:  All SEC Institute products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via SEC Institute products.

Virginia:  SEC Institute’s workshops qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

West Virginia:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Wisconsin:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.

Wyoming:  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of credits an attorney can earn via workshops.


CPD Jurisdictions

British Columbia (CPD-BC):  SEC Institute’s workshops qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  SEC Institute’s workshops qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  SEC Institute’s workshops can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  SEC Institute’s workshops qualify as “live” credit. There is no limit to the number of points an attorney can earn via workshops.

United Kingdom (CPD-UK):  SEC Institute’s workshops can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  SEC Institute’s workshops qualify as “live” credit in all Australian jurisdictions. There is no limit to the number of credits an attorney can earn via workshops.


Other Credit Types

CPE Credit (NASBA): SEC Institute’s workshops qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE):  SEC Institute’s workshops may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  SEC Institute’s workshops may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  SEC Institute’s workshops may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  SEC Institute’s workshops may fulfill HR credit requirements.

SHRM Recertification (SHRM):  SEC Institute’s workshops qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  SEC Institute’s workshops qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via workshops.

Certified Anti-Money Laundering Specialists (CAMS):  SEC Institute’s workshops may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  SEC Institute’s workshops may fulfill SW CPE credit requirements.

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