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Sunbeam Products, Inc. v. Chicago American Manufacturing (7th Cir. July 9, 2012) (6 pp) (relevancy score: 100%)

from Off the "Mark": 7th Circuit Rejects Debtor's Effort to Sever Trademark License (August 30, 2012)

In 2008, losing money on every box fan, Lakewood contracted their manufacture to Chicago American Manufacturing (CAM). Lakewood's trustee rejected the executory portion of the CAM contract under 11 U.S.C. § 365(a). Because the trustee's rejection of Lakewood's contract with CAM did not abrogate CAM's contractual rights, this adversary proceeding properly ended with a judgment in CAM's favor.

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Sunbeam – Seventh Circuit Decision, Where Rejected Trademark Licenses Never Die (4 pp) (relevancy score: 100%)

by Ronald S. Gellert
from Off the "Mark": 7th Circuit Rejects Debtor's Effort to Sever Trademark License (August 30, 2012)

8 SUNBEAM ­ SEVENTH CIRCUIT DECISION, WHERE REJECTED TRADEMARK LICENSES NEVER DIE By Ronald S. Gellert Recently the United States Courts of Appeals for the Seventh Circuit decided Sunbeam Products Inc. v. Chicago American Manufacturing, LLC. As discussed below, the Seventh Circuit Court of Appeals decided that although section 365(n) cannot be applied to trademark licenses, a debtor may not simply reject and terminate a licensee's rights under a trademark license. As a result, the Seventh ...

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Sunbeam Prods., Inc. v. Chicago Am. Mfg, LLC (8 pp) (relevancy score: 100%)

by Todd A. Denys
from Off the "Mark": 7th Circuit Rejects Debtor's Effort to Sever Trademark License (August 30, 2012)

July 9, 2012) This case examined whether a bankruptcy trustee, acting on behalf of a trademark licensor's estate, has the power to terminate a trademark licensee's use of a trademark. The court held that a bankruptcy trustee's power to "reject" a debtor-licensor's trademark license included the power to breach the license, but did not include the power to terminate the licensee's use of the underlying trademark. Unlike the Seventh Circuit, the Fourth Circuit decided in 1985 that a ...

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Defining the Profession's Role in the Changing Global Economy (16 pp) (relevancy score: 100%)

by John H. Eickemeyer, Esquire
from Accountants’ Liability: Litigation and Issues in the Wake of the Financial Crisis (September 13, 2012)

· No TimeTable For IncorporaSng IFRS Into U.S. Public Company ReporSng · July 2012 SEC Final Staff Paper: Concerns Expressed About Content and ApplicaSon of IFRS, the Role of the FASB, the Costs and Burdens of TransiSoning To IFRS and Investor Understanding of IFRS 8 · July 2012 SEC Staff Paper: No RecommendaSon For IncorporaSon of IFRS Into U.S. Public Company ReporSng · No Timetable for SEC AcSon · August 2012: AICPA Chair Says IFRS Won't Be Seen In U.S. for 5 to 6 Years "At Soonest" · So, ...

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Re-Examining the Power of Litigation Trusts (24 pp) (relevancy score: 100%)

by Veronica E. Rendon, Esquire Andrew J. Morris Caryn L. Jacobs
from Accountants’ Liability: Litigation and Issues in the Wake of the Financial Crisis (September 13, 2012)

22 7 THE BASELINE: LIMITATIONS ON BANKRUPTCY TRUSTEES 8 THE BASELINE: LIMITATIONS ON BANKRUPTCY TRUSTEES Bankruptcy trustees hold some advantages in litigation: ·Fees are paid by the estate regardless of the merits of the claims. 22 LITIGATION TRUSTS IF YES: ·Trustee receives deference afforded bankruptcy trustees oIncluding relaxed pleading requirements ·But: Trustee is bound by in pari delicto ·But: Trustee cannot assert claims for creditors 30 23 LITIGATION TRUSTS IF NO: ·Trustee can ...

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U.S. Regulatory Issues for Non U.S. Accounting Firms (6 pp) (relevancy score: 100%)

by Jon Block Jonathan A. Roberts, Esquire
from Accountants’ Liability: Litigation and Issues in the Wake of the Financial Crisis (September 13, 2012)

45 Inspec/ons · Scope ­ SOX authorizes the PCAOB to inspect registered firms in connecKon with audit work for "issuers" and (following 2010 amendments) a firm's audit work for brokers or dealers ­ RegistraKon alone does not require inspecKon Many PCAOBregistered firms perform no issuer work and the PCAOB does not inspect those firms ­ PCAOB might also inspect other registered firms that play a role in the audit of an issuer and does annually inspect some firms in that category · ...

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Regulatory and Litigation Developments Facing International Accounting Firms (12 pp) (relevancy score: 100%)

by Michael D. Warden
from Accountants’ Liability: Litigation and Issues in the Wake of the Financial Crisis (September 13, 2012)

48 2 49 BEIJING BRUSSELS CHICAGO DALLAS FRANKFURT GENEVA HONG KONG HOUSTON LONDON LOS ANGELES NEW YORK PALO ALTO SAN FRANCISCO SHANGHAI SINGAPORE SYDNEY TOKYO WASHINGTON, D.C. Regulatory and Litigation Developments Facing International Accounting Firms Thursday, September 13, 2012 Michael D. Warden ALI CLE Accountants' Liability: Litigation and Issues in the Wake of the Financial Crisis Regulatory and Litigation Developments Facing International Accounting Firms · Issues Facing Foreign Public...

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Accounting, Reporting and Auditing Update (8 pp) (relevancy score: 100%)

by John H. Eickemeyer, Esquire Vincent J. Love, CPA
from Accountants’ Liability: Litigation and Issues in the Wake of the Financial Crisis (September 13, 2012)

GAAP/IFRS Private Company GAAP/IFRS-SME SAS Clarity Project Auditor Rotation Auditors' Responsibility for Detecting Fraud 62 The SEC Staff Final Report does not include any conclusions. It focuses the SEC's and the readers' attention on certain important considerations, including: ·IFRS are high quality standards in general ·Certain areas may require special accounting treatment ·There is an uneven understanding of IFRS ·The FASB or similar organization should review and indorse IFRS use in ...

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Of Horseshoe Nails and Kingdoms: Litigating Causation in Common Law Professional Negligence Cases and in Securities Class Actions (64 pp) (relevancy score: 100%)

by Amelia Toy Rudolph, Esquire
from Accountants’ Liability: Litigation and Issues in the Wake of the Financial Crisis (September 13, 2012)

I. COMMON LAW PROFESSIONAL NEGLIGENCE CLAIMS A. The Fundamentals 1. Causation Is an Essential Element of a Professional Negligence Claim. Causation, while enumerated as one of four essential elements of a professional negligence claim, is frequently analyzed in two components: (1) factual or "but-for" causation, also known as cause in fact, and (2) legal, or proximate, causation.1 1 Not all states embrace this two-part causation analysis. (b) Legal or Proximate Causation Proximate cause, or...

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Expert Reports and Discovery: What You Need to Know Under the Recently-Amended Federal Rules of Civil Procedure and Select State Law (26 pp) (relevancy score: 100%)

by Elizabeth Vranicar Tanis, Esquire
from Accountants’ Liability: Litigation and Issues in the Wake of the Financial Crisis (September 13, 2012)

C. This paper will survey the current law on expert reports, including initial, rebuttal, and supplemental reports, under Rule 26. It will also review methods by which a party can challenge a deficient report submitted by an expert. EXPERT REPORTS UNDER FEDERAL RULE OF CIVIL PROCEDURE 26 A. The Language of the Amended Rule 1. The current Rule 26(a)(2) provides as follows: (2) Disclosure of Expert Testimony. And in its rebuttal expert report, it presents expert opinions refuting the ...

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Recent SEC Accounting and Auditing Enforcement Releases (10 pp) (relevancy score: 100%)

from Accountants’ Liability: Litigation and Issues in the Wake of the Financial Crisis (September 13, 2012)

158 2 159 ALI-ABA ACCOUNTANTS' LIABILITY CONFERENCE CHICAGO, ILLINOIS MILLENNIUM KNICKERBOCKER HOTEL SEPTEMBER 13-14, 2012 RECENT SEC ACCOUNTING AND AUDITING ENFORCEMENT RELEASES © August 2012 Christian J. Mixter1 The Securities and Exchange Commission's enforcement program against accountants and auditors is tracked through the "Accounting and Auditing Enforcement Releases" or "AAERs" that the SEC posts on its Website.2 AAERs announce new injunctive and administrative enforcement actions and...

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Recent Accounting-Related SEC Actions (8 pp) (relevancy score: 100%)

by Junaid A. Zubairi
from Accountants’ Liability: Litigation and Issues in the Wake of the Financial Crisis (September 13, 2012)

34-67472 Alleged Violations: 13(a), 13(b)(2)(A)­(B) of the Securities Exchange Act; 12b-20, 13a- 1, 13a-13 of the Commission's Rules of Practice. This action was brought against Aon Corporation alleging "violations of the books and records and internal controls provisions of the Foreign Corrupt Practices Act. Alleged Violations: 30(a), 13(b)(2)(A)­(B), and 13(b)(5) of the Securities Exchange Act; Rules 13a-14, 13b2-1, and 13b2-2 This action was brought against Paul W. Jennings, former ...

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Accountants Professional Liability Scorecards and Commentary (24 pp) (relevancy score: 100%)

by Mark L. Cheffers, CPA, ABV Robert J. Kueppers
from Accountants’ Liability: Litigation and Issues in the Wake of the Financial Crisis (September 13, 2012)

Audit Fees & Non-Audit Fees as a Percentage of Total Fees Audit Fees 90.00% 72.88% 78.68% 79.71% 78.67% 79.55% 79.66% 80.00% 70.00% 49.54% 58.86% 60.00% 50.00% 40.00% 50.46% 41.14% 30.00% 27.12% 20.00% 21.32% 20.29% 21.33% 20.45% Non-Audit Fees 10.00% 20.34% 0.00% 2002 2003 2004 2005 2006 2007 2008 2009 Audit Fees NonAudit Fees Source: Audit Fees and Non-Audit Fees, An Eight Year Trend published May 2011 by Audit Analytics. Non-Audit Fees are the aggregate of the following fees disclosed...

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Recent PCAOB & SEC Administrative Proceedings Against Auditors (14 pp) (relevancy score: 100%)

by Scott B. Schreiber, Esquire
from Accountants’ Liability: Litigation and Issues in the Wake of the Financial Crisis (September 13, 2012)

200 2 201 Recent PCAOB & SEC Administrative Proceedings Against Auditors Scott B. Schreiber Arthur Luk Daniel M. Friedman1 The Sarbanes-Oxley Act of 2002 established the Public Company Accounting Oversight Board ("PCAOB" or "Board") and vested the PCAOB with the authority to maintain disciplinary proceedings, and to impose sanctions under appropriate and defined circumstances, against auditors who are found to have violated the Sarbanes-Oxley Act, the federal securities laws and/or PCAOB ...

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Practical Problems (8 pp) (relevancy score: 100%)

by Scott M. Univer, Esquire
from Accountants’ Liability: Litigation and Issues in the Wake of the Financial Crisis (September 13, 2012)

Social Media Policies Use of Social Media · 175 million Americans have a profile · > 50% of workers older than 55 use social media · 65% of small businesses use social media in recruiting · 83% of law enforcement professionals responding to a survey use social media in their investigations 6 218 III. Social Media Policies Misuse of Social Media 7 Image Source: http://www.christophechoo.com/guarantee-a-rich-new-year-3-hidden-ancient-fears-how-to-eliminate-them/ III. Social Media Policies ...

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Advising Smaller Accounting Firms (14 pp) (relevancy score: 100%)

by John H. Eickemeyer, Esquire Ronald S. Herzog, Esquire
from Accountants’ Liability: Litigation and Issues in the Wake of the Financial Crisis (September 13, 2012)

These issues include the client's assertion that it did not understand the nature and scope of the engagement, or any limitation of the engagement or the services that were being provided. As a matter of policy, an accounting firm's reports on client financial statements should be provided only to the client and should not be sent directly from the accountant to the non-client. Attorneys who review or draft engagement letters for their accounting firm clients should assure that engagement ...

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Electronic Documents and Cloud Computing: What the Attorney Representing Accountants Should Know (18 pp) (relevancy score: 100%)

by Steven R. Berger
from Accountants’ Liability: Litigation and Issues in the Wake of the Financial Crisis (September 13, 2012)

While paper documents and electronic documents may contain the same substantive information, the electronically stored information (ESI) presents risks and poses questions about litigation discovery, attorney-client privilege and confidentiality that are unique to the medium in which such information is stored. 3 · Federal Rule of Civil Procedure 34 setting out the rule for producing documents, including ESI · Federal Rule of Civil Procedure 37 providing authority to the courts it levy ...

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Using Stock as Acquisition Consideration (50 pp) (relevancy score: 100%)

by Bartley C. Deamer
from Corporate Mergers and Acquisitions (September 13, 2012)

4 A/52014943.24 20 The practical operation of collars can be illustrated as follows: Collars Illustrated Deal starts with fixed shares, shifts to fixed value Aggregate value view Aggregate shares view Deal (typically target's) (typically buyer's) Shares value (buyer (seller view) view) x x Buyer share price Buyer share price Deal starts with fixed value, shifts to fixed shares Aggregate value view Aggregate shares view Deal (typically target's) (typically buyer's) Shares value (buyer (seller ...

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Employee Benefits in Mergers and Acquisitions (24 pp) (relevancy score: 100%)

by Doreen E. Lilienfeld
from Corporate Mergers and Acquisitions (September 13, 2012)

NYDOCS01/#1276766 16 75 Due Diligence ­ Defined Contribution Plans Issues that may arise with defined contribution plans: The plan may be terminated prior to the acquisition, merged into a Purchaser plan, or maintained as a separate plan;The Purchaser may not have its own plan, in which case employees may continue to participate in the Sel er's plan for a limited period; Creates risk of a multiple employer plan; The plan may be retained by the Sel er and account balances may be transferred or...

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Special Problems in Acquisitions of Divisions and Subsidiaries (34 pp) (relevancy score: 100%)

by Franci J. Blassberg William D. Regner
from Corporate Mergers and Acquisitions (September 13, 2012)

Therefore, it is often beneficial for the division or subsidiary being sold to continue using the corporate services of the seller for a transition period pursuant to a transition services agreement negotiated by the buyer and the seller. Identifying Liabilities to Be Assumed One of the most interesting aspects of the acquisition of a division is the allocation of the liabilities of the division or the subsidiary ­ particularly unknown liabilities ­ between the seller and the buyer. Audited...

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