What changed in this filing

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Item 1. Business

2023-02-24 compared with 2022-02-24 · 117 added, 101 removed, 215 unchanged (50% of the section changed)

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Since our inception, we have set out to build—in the employees we choose and in the projects we undertake—an organization dedicated to the highest caliber of professionalism and integrity.

We operate globally through our two business segments, Investment Banking and Investment Management.

We operate globally through our two business segments:

(i) Investment Banking & Equities, and (ii) Investment Management.

During the fourth quarter of 2022, we renamed our "Investment Banking" segment to "Investment Banking & Equities." The renaming of this segment did not result from changes to the overall business structure or reporting.

Investment Banking & Equities

Our Investment Banking & Equities segment includes our investment banking business and our equities business.

In 2022, our Investment Banking & Equities segment generated $2.722 billion, or 98% of our revenues, excluding Other Revenue, net, ($3.205 billion, or 98%, in 2021 and $2.238 billion, or 98%, in 2020) and earned 651 fees from clients for advisory and underwriting transactions.

As we begin the year in 2023, our Investment Banking & Equities segment has 130 (2) Advisory Senior Managing Directors and 39 Equities Senior Managing Directors with expertise and client relationships in a wide variety of industry sectors and a broad geographic reach.

Investment Banking

Our Investment Banking segment includes our global advisory business through which we deliver strategic corporate advisory, capital markets advisory and institutional equities services.

In 2021, our Investment Banking segment generated $3.205 billion, or 98% of our revenues, excluding Other Revenue, net, ($2.238 billion, or 98%, in 2020 and $1.933 billion, or 97%, in 2019) and earned 797 fees from Advisory clients.

As we begin the year in 2022, our strategic corporate advisory and capital markets advisory businesses have 114 (2) Senior Managing Directors with expertise and client relationships in a wide variety of industry sectors and a broad geographic reach.

Strategic Corporate Advisory

Evercore's strategic corporate advisory business provides differentiated strategic and tactical advice, as well as unparalleled execution to financial sponsors and both public and private companies across a broad range of industry sectors and geographies.

Our investment banking business provides strategic advisory, private capital advisory and fundraising, private capital markets and debt advisory and equity capital markets services.

Through this business, we provide clients with differentiated strategic and tactical advice, as well as execution to financial sponsors and both public and private companies across a broad range of industry sectors and geographies.

We help our clients identify and pursue strategic priorities, devise strategies to enhance shareholder value, and develop new ideas and deeper perspective to achieve their goals.

We also serve as a leading advisor to clients on many of the largest and most complex capital transactions in the global capital markets.

Our flexible and integrated teams develop trust with clients by focusing on their objectives.

Functionally, we can act as an independent advisor, capital placement agent, or underwriter based on each client's circumstances and preferences.

• Strategic Advisory .

We provide advisory services on a full range of matters, including mergers, sales, acquisitions, leveraged buyouts, joint ventures, strategic, defense and shareholder advisory, divestitures, liability management and other restructurings.

• Mergers and Acquisitions .

In advising companies on an acquisition, merger or sale, we evaluate potential targets and acquirers, provide valuation analyses, and evaluate and propose financial and strategic alternatives.

In advising companies on mergers, sales, or acquisitions, we evaluate potential targets and acquirers, provide valuation analyses, and evaluate and propose financial and strategic alternatives.

We provide boards and management teams with independent judgment and deep expertise as they navigate their most important transactions and strategic decisions.

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Our extensive experience, insights into activist tactics, expertise in assisting companies with shareholder engagement and innovative defense strategies are instrumental in helping clients prepare for, avoid, and, if required, defend against activist investors and hostile takeover attempts.

In public company situations, Evercore’s strategic shareholder advice is an integral part of our practice and is a decisive edge for clients seeking to obtain shareholder support for their transactions.

In public company situations, our strategic shareholder advice is an integral part of our practice and is a decisive edge for clients seeking to obtain shareholder support for their transactions.

(1) Based on Refinitiv data

(2) Senior Managing Director headcount as of December 31, 2022, adjusted to include one additional Advisory Senior Managing Director committed to join in the first quarter of 2023.

• Special Committee Assignments .

Evercore has a leading special committee practice, which is driven by, and exemplifies, our overall commitment to independence, discretion, objectivity, and the delivery of unconflicted advice.

We have a leading special committee practice, which is driven by, and exemplifies, our overall commitment to independence, discretion, objectivity, and the delivery of unconflicted advice.

Our team has a long history of providing impartial advice to special committees and assisting them to meet fiduciary duties and obligations in significant situations.

• Transaction Structuring .

Evercore provides integrated advice in connection with the structuring of public and private transactions - including mergers, spin-offs, sales, joint ventures, and capital markets offerings - intended to optimize tax, accounting, and other objectives of the deal.

(1) Based on Refinitiv data

(2) Senior Managing Director headcount as of December 31, 2021, adjusted to include two additional Advisory Senior Managing Directors who joined in 2022

Capital Markets Advisory

Evercore is a leading advisor to clients on many of the largest and most complex capital transactions in the global capital markets.

Our flexible and integrated teams develop trust with clients by focusing on objectives and facts, not capital markets products.

Functionally, Evercore can act as an independent advisor, capital placement agent, or underwriter based on each client's circumstances and preferences.

• Equity Capital Markets .

Evercore provides equity and equity-linked capital markets advice, execution and underwriting services designed to complement our firm's formidable corporate advisory platform.

Our team provides its clients with independent advice, experienced judgment, and key insights on all aspects of capital formation and capital markets transactions.

Our Equity Capital Markets team has the flexibility to engage with our corporate clients as an underwriter or an independent advisor.

We provide integrated advice in connection with the structuring of public and private transactions - including mergers, spin-offs, sales, joint ventures, and capital markets offerings - intended to optimize tax, accounting, and other objectives of the deal.

• Restructuring .

Evercore provides independent financial restructuring advice to companies, creditors, shareholders, and other stakeholders, both in-and out-of-court.

We provide independent financial restructuring advice to companies, creditors, shareholders, and other stakeholders, both in-and out-of-court.

We specialize in providing critical and unbiased advice to clients on complex, balance sheet issues and transformational situations.

• Debt Advisory .

Evercore provides independent advice to corporate clients on all debt capital markets products globally and, in conjunction with our Market Risk Management and Hedging team, on associated market-related risks and hedging.

• Private Placement Advisory .

Evercore structures and executes private market transactions for public and private corporate clients who require direct private equity, credit or hybrid financing solutions.

• Market Risk Management and Hedging .

Evercore advises clients on all aspects of market-related risks arising from foreign exchange, interest rates, inflation and commodity prices in connection with cross-border M&A and financing transactions.

• Private Capital Advisory .

Evercore advises managers of private assets – private equity, private debt, real estate, infrastructure and others – seeking to recapitalize or liquidate their assets through a privately negotiated transaction (e.g.

fund sales, asset refinancing and fund recapitalizations).

In addition, Evercore provides advisory services focused on primary and secondary transactions for real estate oriented financial sponsors and private equity interests.

• Private Funds .

Evercore provides comprehensive global advisory and distribution services on capital raising for select private fund sponsors, including private equity, infrastructure and real estate, advising and executing on all aspects of the fundraising process, including competitive positioning and market assessment, preparation of marketing materials, investor development and documentation.

Institutional Equities

At Evercore ISI, our experienced research, sales and trading professionals deliver superior client service on a content-led platform, striving to be the best independent resource for equity and macroeconomic research to support our institutional investor clients.

At December 31, 2021, Evercore ISI had 40 Senior Managing Directors.

• Private Capital Advisory and Fundraising .

Through our Private Capital Advisory ("PCA"), Private Funds Group ("PFG") and Real Estate Capital Advisory ("RECA") teams, we advise managers of private assets – private equity, private debt, real estate, infrastructure and others – seeking to recapitalize or liquidate their assets through a privately negotiated transaction (e.g.

fund sales, asset refinancing and fund recapitalizations or continuation funds).

We also provide comprehensive global advisory and distribution services on capital raising for these managers and/or select private fund sponsors, advising and executing on the fundraising process, including competitive positioning and market assessment, preparation of marketing materials, investor development and documentation.

• Private Capital Markets and Debt Advisory .

We provide corporate finance advisory services, including advisory services relating to private credit, growth equity and structured equity.

This includes structuring and executing private market transactions for public and private corporate clients who require direct private equity, credit, or hybrid financing solutions.

We also provide independent advice to corporate clients on debt capital markets products globally and, in conjunction with our Market Risk Management and Hedging team, on associated market-related risks and hedging.

• Equity Capital Markets .

We provide equity capital markets execution and advisory services.

Our team provides its clients with execution expertise, independent advice, experienced judgment and key insights on capital formation and capital markets transactions.

Our Equity Capital Markets team has the flexibility to engage with our corporate and financial sponsor clients in an underwriting or advisory capacity.

In our Equities business, our experienced research, sales and trading professionals deliver superior client service on a content-led platform, striving to be the best independent resource for equity and macroeconomic research to support our institutional investor clients.

Evercore ISI was recognized as the top ranked independent firm by Institutional Investor in 2022.

We also ranked 2nd for analysts among all firms on a weighted basis.

We also ranked #1 for analysts among all firms on a weighted basis.

Our sales team delivers research-centric service to more than 1,300 institutional clients in the U.S.

The team provides access to our macro and fundamental research products and our dedicated sales specialists provide unique sector insights.

Evercore ISI’s trading professionals engage primarily in agency-only transactions, free of the potential conflicts of interest created by proprietary trading.

Our equities trading professionals engage primarily in agency-only transactions, free of the potential conflicts of interest created by proprietary trading.

Our team provides seamless execution, placing our clients’ interests first and executing transactions with efficiency, objectivity and discretion.

• Corporate Access .

Our corporate access team develops strategic connectivity between company managements and investors to maximize the impact of roadshows, field trips, sector and macro strategy conferences.

Our Investment Banking segment also includes interests in Luminis Partners ("Luminis") and Seneca Advisors LTDA ("Seneca Evercore", from July 2021 onward), which are accounted for under the equity method of accounting.

Our corporate access team develops strategic connectivity between company management and investors to maximize the impact of roadshows, field trips, sector and macro strategy conferences.

Our Investment Banking & Equities segment also includes interests in Luminis Partners ("Luminis") and Seneca Advisors LTDA ("Seneca Evercore"), which are accounted for under the equity method of accounting.

Luminis is an independent corporate advisory firm based in Australia and Seneca Evercore is an independent corporate advisory firm based in Brazil.

In 2020, we completed the transition of our advisory presence in Mexico to a strategic alliance relationship with a newly-formed independent strategic advisory firm founded by certain former employees.

We maintain a strategic alliance relationship with an independent strategic advisory firm in Mexico founded by certain former employees.

We also maintain strategic alliances in India and South Korea.

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• Evercore Wealth Management and Evercore Trust Company.

Evercore's U.S.-based Evercore Wealth Management serves high-net-worth individuals, foundations and endowments.

Our U.S.-based Evercore Wealth Management serves high-net-worth individuals, foundations and endowments.

Clients at EWM and our affiliated trust company, Evercore Trust Company, N.A.

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We also hold certain interests in entities that manage private equity funds and in the funds they manage.

On March 28, 2022, we sold a portion of our interests in ABS, resulting in a reduction of our ownership percentage from 46% to 26%.

• The Investment Management segment also includes the historical results of Evercore Casa de Bolsa, S.A.

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We intend to continue to grow and diversify our businesses, and to further enhance our profile and competitive position, through the following strategies:

• Add and Promote Highly Qualified Investment Banking Professionals .

We hired 10 new Senior Managing Directors in 2021, expanding our capabilities in our Capital Markets Advisory practice and Equities business, as well as strengthening our coverage of the Healthcare, FinTech, Infrastructure and Renewables and Basic Materials sectors and our coverage of Financial Sponsors.

We also hired two new Advisory Senior Managing Directors in January 2022.

Of equal importance, following our long-term strategy of developing internal talent, we also promoted three internal candidates to Senior Managing Director in 2021.

Additionally, in January 2022, we announced the promotion of 17 Advisory Managing Directors to Senior Managing Director and one Equity Research Analyst to Senior Managing Director.

We intend to continue to promote our most talented professionals in the future, as well as to recruit and promote high-caliber strategic corporate, strategic and capital markets advisory and equity research professionals to add depth in industry sectors and products and services in areas that we believe we already have strength, and to extend our reach to sectors or new business lines and geographies that we have identified as particularly attractive.

On occasion, these additions may result from the acquisition of boutique independent advisory firms with leading professionals in a market or sector.

• Achieve Organic Growth and Improved Profitability in Investment Management .

• Add and Promote Highly Qualified Professionals in our Investment Banking & Equities segment .

We intend to continue to promote our most talented professionals in the future, as well as to recruit and promote high-caliber strategic corporate, strategic and capital markets advisory and equity research professionals to add depth in industry sectors and products and services in areas that we believe we already have strength, to extend our reach to sectors or new business lines, product capabilities and geographies that we have identified as particularly attractive and to expand and enhance our client base and coverage model.

We hired seven new Senior Managing Directors in 2022, strengthening our capabilities in Equity Capital Markets, Private Capital Markets and Debt Advisory and Placement, as well as strengthening our coverage in the Technology sector and expanding our geographic reach.

We also hired one new Advisory Senior Managing Director in January 2023 committed to join in the first quarter of 2023.

Of equal importance, following our long-term strategy of developing internal talent, we also promoted 17 Advisory Managing Directors to Senior Managing Director and one Equities Managing Director to Senior Managing Director in 2022.

Additionally, in January 2023, we announced the promotion of seven Advisory Managing Directors to Senior Managing Director, one Equities Managing Director to Senior Managing Director and three Managing Directors to Partner in our EWM business.

On occasion, additions of professionals may result from the acquisition of boutique independent advisory firms with leading professionals in a market or sector.

• Achieve Organic Growth and Improved Profitability in our Investment Management segment .

We are focused on managing our current Investment Management business effectively.

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Our key human capital management objectives are to attract, develop, mentor, promote and retain the most talented professionals in our industry.

To support these objectives, we invest substantial time and resources toward the recruitment and retention of people who will adhere to our Core Values (Client Focus, Integrity, Excellence, Respect, Diversity, Equity & Inclusion, Investment in People, Partnership) and improve our business;

reward and support employees through competitive pay and benefits programs;

To support these objectives, we invest substantial time and resources toward the recruitment and retention of people who will adhere to our Core Values (Client Focus, Integrity, Excellence, Respect, Diversity, Equity and Inclusion, Investment in People, Partnership) and improve our business.

We also reward and support employees through competitive pay and benefits programs;

facilitate the professional development of our employees through our talent development programs;

and promote a strong culture of diversity, equity, and inclusion throughout our organization.

With these guiding principles, our Human Capital Management team leads our efforts on employment-related matters, including recruiting and hiring, onboarding and training, compensation planning, performance management and professional

Our Board of Directors and its Nominating and Corporate Governance Committee provide oversight on certain human capital matters as well, including our Diversity, Equity and Inclusion initiatives.

With these guiding principles, our Human Capital Group leads our efforts on employment-related matters, including recruiting and hiring, onboarding and training, benefits management, compensation planning, performance management and

professional development.

Our Board of Directors and its Nominating and Corporate Governance Committee provide oversight on certain human capital matters as well, including our Diversity, Equity and Inclusion ("DE&I") initiatives.

Some examples of our programs, initiatives and efforts to attract, develop, mentor, promote and retain the most talented professionals in our industry include:

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We believe in empowering our people to thrive by maintaining a culture of inclusion that embraces diversity and creates opportunity for all employees.

While we recognize there is still important work to do, we continue to make progress in accomplishing our DE&I objectives, and are committed to working diligently and transparently with our key stakeholders, including our employees, as we continue to execute on our objectives.

We continue to make progress in accomplishing our DE&I objectives, and are committed to working diligently and transparently with our key stakeholders, including our employees, as we continue to execute on our objectives.

We are focused on the following DE&I objectives:

◦ Promoting greater diversity within Evercore, with strong representation of various groups across all levels

◦ Building knowledge and understanding of key DE&I issues across the organization and accountability for driving progress

◦ Creating an environment where all diverse professionals feel supported and fully integrated into the firm

▪ Building DE&I knowledge and understanding of key DE&I issues across the organization

◦ REPRESENTATION

▪ Increasing representation and promoting greater diversity of backgrounds within Evercore across all levels

◦ BELONGING AND ALLYSHIP

▪ Cultivating an inclusive environment where active allyship prevails and all professionals feel supported and fully integrated into the firm

◦ MERITOCRACY

▪ Strengthening our meritocracy to be experienced similarly among all employees, with equitable access to career and development opportunities

◦ ACCOUNTABILITY

▪ Cultivating broad accountability for driving DE&I progress and ensuring behaviors support DE&I goals

We execute on these objectives through a variety of initiatives, including:

◦ Recruiting and Representation

• We maintain an internal diversity recruiting team, which has augmented our campus recruiting strategy to increase diversity in our talent pipeline, through outreach at HBCUs/HSIs and diversity-specific recruiting events.

▪ We maintain an internal diversity recruiting team, which has supplemented our campus recruiting strategy to increase diversity in our talent pipeline, through outreach at HBCUs/HSIs and diversity-specific recruiting events.

▪ We have partnerships with external diversity organizations.

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Women’s Network

◦ EMEA Women's Network

Traditionally Underrepresented Minorities Network

◦ Veterans Network

EverProud Network

◦ EMEA LGBTQIA+ Network

Evercore Veterans Network

◦ Accountability

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◦ We conduct employee surveys and implement feedback into our policies and procedures.

• Health, Safety and Wellness:

• Health, Safety, Wellness and Benefits:

The success of our business is fundamentally connected to the well-being of our people.

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◦ We provide our employees and their families with access to a variety of innovative, flexible and convenient health and wellness programs, as described below.

These programs support our employees’ physical and mental health by providing tools and resources to help improve or maintain their health status and offer choice, where possible, so that our employees can customize their benefits to meet their needs.

◦ In response to the COVID-19 pandemic and other changes to the working environment, we have implemented and continue to implement safety measures in all of our offices and made other significant changes that we determined were in the best interest of our employees, as well as the communities in which we operate, and which comply with government regulations.

This includes enhancing capabilities for working remotely, as well as implementing our return-to-office protocols.

We continue to monitor the impact of the COVID-19 pandemic and other health, safety and wellness concerns, as well as policies and guidance from governmental authorities and health agencies.

• Compensation Structure and Benefits:

Our compensation structure, including our comprehensive benefit packages, is designed to attract, motivate and retain highly talented employees.

◦ We have consistently sought to closely align pay with performance.

Through our broad-based equity program, we have used equity compensation to create a close alignment of interests between our shareholders and employees.

◦ To advance our diversity, equity and inclusion objectives, we have expanded our benefits package to include additional women’s and family support benefits.

◦ Our benefits for eligible employees include the following:

• Paid holidays, vacation days, personal days and sick days

• Paid parental leave

These programs support our employees’ physical, mental and financial health by providing tools and resources to help improve or maintain their health status and offer choice, where possible, so that our employees can customize their benefits to meet their needs.

◦ To advance our diversity, equity and inclusion objectives, we have expanded our benefits package to include additional women’s, LBGTQ+ and family support benefits.

◦ In our major offices, our benefits for eligible employees include the following:

▪ Medical, prescription drug, dental and vision insurance

▪ Life and disability insurance

▪ Enhanced healthcare navigation and claims advocacy services

▪ Women’s and family healthcare services

▪ Fertility, adoption and surrogacy assistance

▪ Flexible work arrangements

• Back-up child and elder care

• Paid marriage and bereavement leave

• Medical, dental, prescription drug and vision insurance

• Life and disability insurance

• Enhanced healthcare navigation and claims advocacy

▪ Back-up child, adult, elder and pet care

▪ Caregiver support services

▪ Employee assistance program

▪ Retirement benefits

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▪ Identity theft protection

▪ Paid holidays, vacation days, personal days and sick days

▪ Paid parental, marriage, caregiver and bereavement leave

▪ Other corporate benefits

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We offer various resources and seminars related to different aspects of healthy living, including a focus on employees’ health, welfare, nutrition, stress management and financial wellness.

• Compensation Structure:

Our compensation structure, including our comprehensive benefit package, is designed to attract, motivate and retain highly talented employees.

◦ We have consistently sought to closely align pay with performance.

Through our broad-based equity program, we have used equity compensation to create a close alignment of interests between our shareholders and employees.

We have also encouraged, supported and assisted our employees in having a positive impact on the communities in which we operate and serve.

◦ Through our Evercore Volunteers program, we have continued our firm-wide community service initiatives, which connect our employees with our community partners in order to address immediate needs, support education and improve public spaces.

◦ During 2021, we formed the Evercore Foundation to focus on under-served members of our communities and provided initial funding of $10 million.

As of December 31, 2021, we employed approximately 1,950 people (of which approximately 1,600 were employed in our Investment Banking segment), working in 29 cities around the world.

◦ During 2022, the Evercore Foundation contributed to organizations that align with its goal of supporting education, healthcare, mental health and critical social services for children and underrepresented groups in the communities in which we live and work.

As of December 31, 2022, we employed approximately 2,120 people (of which approximately 1,700 were employed in Investment Banking & Equities), working in 29 cities around the world.

Our global workforce is comprised of approximately 99% full-time and 1% part-time employees.

Nearly 1,500 of our employees were employed in the United States (of which approximately 1,200 were employed in our Investment Banking segment);

the remainder were employed outside the United States, primarily in our Investment Banking segment.

Nearly 1,600 of our employees were employed in the United States (of which approximately 1,200 were employed in Investment Banking & Equities);

the remainder were employed outside the United States, primarily in our Investment Banking & Equities segment.

We believe our efforts in managing our workforce have been effective, evidenced by our strong culture, talent development and employee retention.

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We compete on the basis of a number of factors, including transaction execution skills, investment performance, quality of equity research, our range of products and services, innovation, reputation and price.

Evercore's investment banking competitors can be categorized into two main groups:

Our investment banking competitors can be categorized into two main groups:

(1) large universal banks and bulge bracket firms such as Bank of America, Barclays, Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs, JPMorgan Chase, Morgan Stanley and UBS and (2) independent advisory firms such as Centerview, Greenhill, Houlihan Lokey, Lazard, Moelis, Perella Weinberg, PJT Partners and Rothschild, among others.

We believe, and our clients have informed us, that advisory firms that also provide acquisition financing, and engage in significant proprietary trading in clients' securities and the management of large private equity funds that often compete with clients can cause such firms to develop interests that may be in conflict with the interests of advisory clients.

Since Evercore is able to avoid potential conflicts associated with these types of activities, we believe that Evercore is better able to develop trusted and long-term relationships with its clients than competitors that provide such services.

Since we are able to avoid potential conflicts associated with these types of activities, we believe that we are better able to develop trusted and long-term relationships with our clients than competitors that provide such services.

In addition, we have a broader global presence, deeper sector expertise and more diverse capabilities than many of the independent firms.

Evercore ISI's business is also subject to competition from investment banks and other large and small financial institutions who offer similar services.

Our equities business is also subject to competition from investment banks and other large and small financial institutions who offer similar services.

We believe that we face a range of competitors in our Investment Management business, with numerous other firms providing competitive services.

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("EGL"), a wholly-owned subsidiary of ours through which we conduct our U.S.

investment banking business, is registered as a broker-dealer with the SEC, is a member of the Financial Industry Regulatory Authority ("FINRA") and is registered as a broker-dealer in various states and the District of Columbia.

Investment Banking & Equities business, is registered as a broker-dealer with the SEC, is a member of the Financial Industry Regulatory Authority ("FINRA") and is registered as a broker-dealer in various states and the District of Columbia.

EGL is subject to regulation and oversight by the SEC.

FINRA, a self-regulatory organization that is subject to oversight by the SEC, adopts and enforces rules governing the conduct, and examines the activities, of its member firms, including EGL.

FINRA, a self-regulatory organization that is subject to oversight by the SEC, adopts and enforces rules governing the conduct, and examines the activities, of its member firms,

including EGL.

The SEC, FINRA, and other regulators in various jurisdictions impose both conduct-based and disclosure-based requirements with respect to our business.

State securities regulators also have regulatory or oversight authority over EGL.

State securities regulators and securities exchanges to which EGL is a member also have regulatory or oversight authority over EGL.

Our Private Funds business is also impacted by various state and local regulations that restrict or prohibit the use of placement agents in connection with investments by public pension funds.

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EGL is also subject to the SEC's Market Access Rule, Rule 15c3-5.

The Market Access Rule requires

EGL to have controls and procedures in place to limit financial exposure by establishing capital thresholds for its trading clients and implementing controls to prevent erroneous orders.

The Market Access Rule requires EGL to have controls and procedures in place to limit financial exposure by establishing capital thresholds for its trading clients and implementing controls to prevent erroneous orders.

Our operating entities are also subject to regulations, including the USA PATRIOT Act of 2001, as amended (the "Patriot Act"), which impose obligations regarding the prevention and detection of money-laundering activities, including the establishment of customer due diligence and other compliance policies and procedures.

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implemented a new prudential regime to replace the existing Capital Requirements Regulation ("CRR") and fourth Capital Requirements Directive.

Investment Firm Prudential Regime ("IFPR") is intended to introduce a more appropriate regime for investment firms, which are currently regulated under rules designed for banks.

Investment Firm Prudential Regime ("IFPR") is intended to introduce a more appropriate regime for investment firms, which had been regulated under rules designed for banks.

Until January 1, 2022, Evercore U.K.

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were "exempt-CAD firms" and subject only to limited minimum capital requirements.

Both firms will have changed status under IFPR and will be subject to different and higher capital requirements.

The basic minimum capital requirement for each firm will be the higher of its permanent

minimum requirement of £75.0 thousand (increased from £50.0 thousand) or an amount equal to one quarter of its annual fixed overhead expenses ("Fixed Overhead Requirement").

Both firms have changed status under IFPR and are now subject to different and higher capital requirements.

The basic minimum capital requirement for each firm will be the higher of its permanent minimum requirement of £75.0 thousand (increased from £50.0 thousand) or an amount equal to one quarter of its annual fixed overhead expenses ("Fixed Overhead Requirement").

Both firms must also comply with the basic liquid asset requirement, which is equivalent to one-third of the Fixed Overhead Requirement.

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Bribery Act 2010, which came into force on July 1, 2011.

It provides for criminal penalties for bribery of, or receipt of a bribe from, public officials, corporations and individuals, as well as for the failure of an organization to prevent a person with whom it is associated from providing bribes for the organization's benefit.

Regulatory Framework in the European Union .

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and Evercore ISI U.K., have not held passporting rights to provide cross-border services into the EU and into a number of other members of the European Economic Area ("EEA"), to the extent such services are regulated activities.

Evercore has a German subsidiary, Evercore GmbH ("Evercore Germany"), through which regulated activities can be conducted in Germany and in other EU and EEA jurisdictions on a cross-border basis, subject to certain exceptions and in compliance with applicable legal requirements.

Evercore has a German subsidiary, Evercore GmbH ("Evercore Germany"), through which regulated activities can be conducted in Germany and in

other EU and EEA jurisdictions on a cross-border basis, subject to certain exceptions and in compliance with applicable legal requirements.

Following the U.K.’s exit from the EU, the provisions of the Markets in Financial Instruments Directive and the Markets in Financial Instruments Regulation (together "MiFID") have been on-shored and brought into U.K.

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MiFID regime, subject to changes put forward in the U.K.'s legislative program.

In December 2022, the U.K.

Government announced a series of financial services regulatory developments referred to as the "Edinburgh Reforms".

The backdrop to these reforms is the Financial Services and Markets Bill which will enable EU financial services law directly applicable in the U.K.

to be repealed and replaced by similar U.K.

law and regulation.

While the Edinburgh Reforms did not set out a comprehensive list of regulations expected to be amended or repealed, these reforms did signal the U.K.

Government's intentions to propose changes to existing financial services regulation.

Therefore, over the coming years it is possible that U.K.

and EU financial services may diverge further.

In Germany, our subsidiary, Evercore Germany, is licensed by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, or "BaFin") to conduct investment advice and investment brokerage activities in Germany.

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maintains a Capital Market Services license issued by the Monetary Authority of Singapore ("MAS") for dealing in capital markets products that are securities and collective investment schemes and advising on corporate finance.

The compliance requirements of MAS include anti-money laundering, conduct of business requirements and rules relating to client assets, among other things.

Dubai International Financial Centre

Financial services activities in, or from, the Dubai International Financial Centre, a financial free-zone located in the United Arab Emirates, Emirate of Dubai, are regulated by the Dubai Financial Services Authority ("DFSA") and are subject to licensing requirements.

Evercore Advisory (Middle East) Limited maintains licenses issued by the DFSA for (i) advising on financial products, (ii) arranging credit and advising on credit and (iii) arranging deals in investments.

The compliance requirements of the MAS include anti-money laundering, conduct of business requirements and rules relating to client assets, among other things.

Dubai International Financial Centre ("DIFC")

Evercore Advisory (Middle East) Limited maintains a license in the DIFC issued by the Dubai Financial Services Authority ("DFSA") with permissions for (i) advising on financial products, (ii) arranging credit and advising on credit and (iii) arranging deals in investments only.

The compliance requirements of the DFSA include, among other things, capital, liquidity, governance, conduct of business requirements and anti-money laundering, counter-terrorist financing and sanctions requirements and apply to all activities conducted by Evercore Advisory (Middle East) Limited in and from the DIFC.

Certain of our businesses are subject to compliance with laws and regulations of U.S.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business