News & Events
Attorneys who are not residents of New York must maintain a physical office in the state in order to practice law here, the state Court of Appeals ruled March 31.
The number of securities class-action lawsuits alleging accounting fraud jumped 47% in 2014, even as the overall number of securities class actions was little changed, according to a new report from Cornerstone Research issued Tuesday.
The increase stems partly from a similar jump in accounting-fraud enforcement cases brought by the Securities and Exchange Commission as it renewed its focus on financial-reporting and disclosure issues in 2014 after several years of focusing on other matters.
The numbers show 69 new securities cases with accounting allegations filed in 2014, up from 47 in 2013. There were 170 total new securities class action filings in 2014, up only slightly from 166 the previous year.
The jump in accounting lawsuits mirrors a 46% increase in SEC accounting-fraud enforcement actions in the fiscal year that ended last Sept. 30, the first year-over-year increase in SEC accounting cases since 2007. The agency has said publicly over the past year or two that it’s paying more attention to accounting fraud, after several years of concentrating on misconduct related to the financial crisis.
Accounting lawsuit filings involving restatements of financial statements hit a seven–year high, at 42% of accounting cases. Cornerstone noted that the severity of stock-price drops surrounding restatements also increased in 2014, potentially encouraging investors to file such cases.
Of the securities class-action settlements reached during the year, 70% were in cases involving accounting allegations, according to the report, the highest level since 2010.
If you are a party to a contract that has been breached, you have the potential to recover several different types of damages. Since contracts represent the basis of most business transactions, the threat of damages for breaching these agreements is necessary. Damages are the monetary awards provided to a party that has been wronged as a result of a breach of contract. With the help of an experienced attorney, parties who’ve suffered contract breaches can put up legal fights to obtain such damages.
The most common type of damages that result from a breach of contract are compensatory damages. This is money awarded to the party wronged by the breach to compensate for their financial losses. The intent of compensatory damages is to make the wronged party “whole again”. Under the umbrella of compensatory damages are expectation damages and consequential damages. Expectation damages are meant to provide the compensation that the wronged party was supposed to receive from the contract. The contract’s language typically shapes these damages. If the contract’s wording is unclear, market values will determine the amount of expectation damages.
Consequential damages are meant to reimburse the wronged party for the indirect damages that he has suffered. As an example, a business will lose profits if a key machinery or parts are not delivered and goods can’t be created. Yet in order to recover consequential damages, the wronged party must prove that harm has occurred that stems directly from the breach. It must also be proved that both parties could have reasonably foreseen this harm when they signed the contract. Oftentimes, this is quite challenging and business owners must rely on the legal knowledge of skilled attorneys.
Liquidation damages can also result from a breach of contract. These are damages that are specifically detailed in the contract itself. Usually, there is language in the contract that determines a fair estimates of damages in the event of a breach of contract. Punitive damages are meant to punish the party that breaches and dissuade him from breaching again in the future.
Nominal damages are awarded when the injured party does not suffer a monetary loss. The presiding judge uses these damages to express his opinion that the winning party is indeed correct. These are most often awarded in tort cases that overlap with breach of contract cases.
Restitution is considered to be an equitable remedy provided to prevent the party that committed the breach from becoming unjustly enriched. As an example, company A delivers a pallet of bulk candy to company B. Company B fails to pay, so company A is entitled to restitution in the amount of the candy that was delivered but not paid for.
The mergers and acquisitions industry has been booming for decades but the statistics show that about half of all mergers subsequently fail. Companies routinely miss or flat out overlook red flags that should have been noticed before the actual merger. When it is time for a business to exit a professional relationship. There are a number of potential legal pitfalls. Funds must be divided, property returned and legal agreements must be in place before a clean and permanent exit can be made. There are too many potential legal disasters for you to navigate the separation process by yourself.
Fortunately, lawyers are ready and willing to help companies that have endured a failed merger. Sometimes it is difficult to get the business back on track and operating as designed after a failed connection. There are plenty of legal challenges and bureaucratic rules that the business must comply with in order to return to the former status and resume activity.
Whether your business failed to integrate, if the merger was poorly thought out or if you sacrificed too much for the sake of growth, your business deserves a chance to rebound. Sometimes, mergers are a necessary evil. They force you to assess the market, take note of the competition and attempt to develop a partnership. There are risks involved with the potential for an increased share of the marketplace. There is always the possibility that the merger won’t last.
An attorney will help you pick the proper structure for your business after the separation. You will have a savvy legal mind at your disposal to discuss the subtleties of financial integration with other merger prospects. Your attorney will advise you about tax issues that are raised with different business structures. Your attorney will also help you with all the difficulties involved with changing back your retirement plan and other accounts to their pre-merger status. He’ll provide you with information about all sorts of “poison pills” for potential deals.
A lawyer also has access to a number of professionals in the field of mergers and acquisitions. Lawyers typically lean on advisers in the form of consultants and accountants who provide advice about potential agreements with other businesses. He’ll secure a relationship with an adviser who has the right incentives and use him as a vital resource to evaluate potential deals that arise in the future.