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Vol. 12, Nos. 1-44 pp. 1-1086 Jan. 5 -- Nov. 16, 2009 A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z
ACCOUNTANTS
BearingPoint sale of business unit to PricewaterhouseCoopers approved, 553
Ernst & Young former partner convicted of sharing information with friend and broker (S.D.N.Y.), 489 Tax shelter promotion, practitioner-client privilege not extended to written direct and indirect communications with corporate representatives and agents (7th Cir.), 624
Business combination accounting, contingent items guidance near finalization, 192; staff guidance issued, 311; Final Regs. expected, 370; staff directed to proceed with next-to-final draft, 491; bank regulators collaborate with FASB, 492; IASB to address issues, 511; SEC guidance updated to match FASB requirements, 540; IFRIC agrees to ask IASB to address issues in quick fix annual project, 679
Consolidation of U.S. and international standards
See International standards, this heading
Discontinued operations, FASB considers international standards, 1029 Fair value
Bank bailouts, trade groups urge administration not to tamper with principles in financial rescue package, 175
Chamber of Commerce recommends use of SEC study findings, 146 Consolidations and derecognition
FASB planning guidance, 538; control of special purpose entities to be major challenge, 1054
Financial institutions, one-year deferral of rules under consideration, 1055 IASB to hold roundtable discussion on off-balance-sheet reporting, 399; agreement reached on delaying finalization, 493; roundtable addresses issues, 536; IASB warned about retroactive application, 570; more work needed to win constituent support, 596; shift to full fair value denied, 598; balance sheets likely to balloon, 598; likely changes outlined, 626; EU members to raise concerns at G-20 meeting, 851
See International standards, this heading
Disclosure enhancements expected in third quarter, 398; Final Regs. delayed, informal trials to be conducted, 512 Elimination not good idea, SEC chair comments, 678 EU changes rejected by IASB, EC mulls response, 59 FASB proposal criticized, 79; changes approved to eliminate disclosure requirements on quarterly statements, 108; guidance revised, 129; additional guidance expected, 174; April release expected, 238; draft released, 265; IASB seeks comments on U.S. proposal, 266; guidance approved, 309; issued, 338; EU finance ministers seek adoption of FASB changes, 339; guidance well received, other-than-temporarily impairment guidance raises concerns, 372; PCAOB issues auditor practice alert, 400; expedited process defended, 418; IASB declines to change standards to match FASB other-than-temporarily impairment guidance, 420; Bachus (R-Ala) requests hearing on effectiveness, 452; banking groups again criticize OTTI, 467; FASB and IASB urged to review and improve standards, 512; IASB chairman to face EU over EU demands, 536; draft guidance not expected to include sensitivity analysis, 729; sensitivity analysis to be included, 754; FASB group expresses concerns, 903; effective date delayed, 1077 Financial crisis caused by failure to observe fair value accounting, Goldman Sachs CEO says, 341; CEO continues defense of rules, 849 Financial instruments
Basel Comm. issues guidance, 371
Classification of instruments, impact of IASB proposal remains unclear, hinges partly on equity holdings, 702 Current value method under consideration by FASB, 451 Disclosures and liquidity measurements, IASB updates standards, 217 FASB and IASB reach agreement on simplified measurement, 285; proposal possible by end of year, 313; Board prepares for final vote, 595; combined fair value and cost-based reporting approach supported, 677; meeting set for Aug. to finish proposal, 677; ABA criticizes, offers alternatives, 752; relevance and reliability of FASB and IASB models questioned by Fed official, 878; IASB members question viability of proposals, 930; IASB proposal expected in Nov., 1005; FASB reporting approach praised by CFA Inst., 1007; IASB members plan dissent, 1031; IASB forum planned on differences with FASB, 1053; transaction price vs. fair value issue under consideration, 1056 IASB chairman to face EU over EU demands, 536; chairman defends guidance, 931 International standards project threatened by political pressures, 513; IASB argues changes better than adopting FASB rules, 570 Scope of project, tentative decision reached, 796; 797 Securitization, stricter capital requirements may put end to use in banking industry, 875 G-20 agree to pursue reforms, 341 Goldman Sachs CEO expresses support, 849 Group of Thirty calls for increased flexibility, 80 Hedge and private equity funds, alternative investment guidance expected, 450; final guidance expected, 752; issued, 929 House Fin. Serv. panel schedules hearing, 216 IFRS proposal needs to be reconsidered, SEC chair nominee comments, 109 International standards
See International standards, this heading
Liabilities, draft guidance issued, 449; final guidance expected, 652 Standard-setter issues and interests required to navigate response to crisis outlined by Financial Crisis Advisory Group, 401 Trade groups criticize FASB and SEC response to crisis, 239 Unquoted equities and derivatives, IASB agrees to exception, 904
Discontinued operations, FASB considers, 1029
Fair value
Financial crisis diverts FASB attention, 879
Financial instruments standards project threatened by political pressures, 513; IASB argues changes better than adopting FASB rules, 570; IASB and FASB lack converged solution, 877; IASB and FASB continue work toward solution, 903; IASB derivatives and credit treatment likely to end convergence with FASB, 957; IASB constituents support efforts, 1006; IASB and FASB to redeliberate differences, 1027 IFRIC rejects constituent requests, 467; FASB and IASB urged to review and improve standards, 512; IASB urged to review and improve standards, 512; exposure draft unveiled, comments sought, 513; time and venue of roundtables announced, 876 Merger standards, IFRIC rejects constituent requests, 467; IASB to address issues, 511 SEC and FASB remain committed to process, 874 SEC disappointed with small number of comments, 418 Life insurance companies, separate account setups, EITF reaches agreement on guidance framework, 847 Nonprofit organization mergers, FASB final standards expected, 192; issued, 510; webcast set to explain guidance, 848; rules set to take effect, 902 PCAOB audit standards, advisory group urges separation of fraud risk from fair value measurement, 1008 PCAOB Prop. Regs., SEC seeks comments on special and annual reports and successor firm registrations, 625 Research and development assets, FASB panel reaches agreement on main tenets of guidance, 847 Variable interest entities
Consolidated returns, FASB continues to grapple with kick-out rights and power sharing arrangements, 264; progress reported, 339; FASB moves toward final draft, qualified special-purpose entities to be eliminated, 491; FDIC approves FASB placement on balance sheet, 825
Off-balance-sheet rules, SEC focusing on firms skirting requirements, 652; FDIC seeks comments on impact, 825
Online advertising, Microsoft-Yahoo deal, DOJ issues second request for data and documents, 867
Aeroports de Paris and Nuance Group joint venture cleared by EC, 38
Bankruptcy
Fairchild and affiliates file for Ch. 11 protection, stalking horse named, 291
Frontier Airlines, Republic Airways outbids Southwest Airlines, 795; court approves (Bankr. S.D.N.Y.), 885 Delta Air Lines
Capacity cut, voluntary severance program announced, 8
Northwest merger
Flight attendant seniority list merger backed, union charges breach of Railway Labor Act (D.D.C.), 172
Flight attendant union seeks single transportation system status to trigger representation election, 728; IAM urges Natl. Mediation Bd. to declare single carrier status, 775; single carrier status remains under study, voting rule changes under consideration, 953 Italy, Alitalia restructuring
AirFrance-KLM merger approved, 241
Antitrust authorities to avoid blocking merger of operations, 84
Delta Air Lines injection of capital likely to clear antitrust concerns, 880
Policy shift on privatization prompts reconsideration, 1010
Austrian Airlines takeover under antitrust authority investigation, 151; EC opens investigation, 656; tentative approval granted, 756; regulators approve, 851
British Midland acquisition, EC approves, 496 SB Brussels Airlines takeover faces full EC review, 111; EC clears subject to route changes, 630
Anheuser-Busch/InBev merger
Consumer antitrust potential competitor claims rejected (E.D. Mo.), 769
Labatt brand divestiture, DOJ consent decree approved (D.D.C.), 789 Japan, Kirin Beverages/Suntory Beverage & Food merger, Japan Fair Trade Comm. to investigate, 680; Japan FTC considers divestiture, 882
Exempla managed Colo. hospitals, arbitration slated over sale of stock to Catholic nonprofit system, 62; sale violates state law, 578; agreement to transfer membership reached, 805; Exempla board approves transfer, 1015
MMM Holdings/PMC Holding merger, post-closing adjustment payment claims required to be arbitrated (Del. Ch.), 30 Union organizers, right of access to newly acquired stores not subject to arbitration (M.D. Pa.), 366
Attorney-client privilege re intellectual property due diligence, 344
Banking, FDIC private buyer proposal may cool investors, 710 Bankruptcy reorganizations, securing cost basis, 469 Business restructuring, OECD draft on transfer pricing and tax treaty application, 18 Corporate acquisition indebtedness, avoiding IRC §279 penalties, 323 Earn-outs, agreement drafting strategies, 581 Factors driving current merger activities, 635 GM stock as worthless, 607 Merger agreements in a down market, 292 Mexico tax reform proposal, 1041 Post-recession economy, steps needed to be addressed before entering agreements, 985 Tax-free reorganizations, substantial part or portion definition difficult to pin down, 686
ABA Antitrust Section meetings
Consumer antitrust potential competitor claims rejected (E.D. Mo.), 769
Labatt brand divestiture, DOJ consent decree approved (D.D.C.), 789
See CANADA
BASF acquisition of Ciba Holding approved subject to divestments (FTC), 303
Dow Chemical/Rohm and Haas merger, FTC clears as Dow seeks to back out, 95; Canada approves, Dow not to proceed, 111; settlement reached, 231 Concrete manufacturers, Oldcastle Architectural/Pavestone merger, FTC seeks to block (FTC), 49; offer withdrawn, 71 Credit crisis, House panel examines role in bank merger climate, 253 DOJ
Consumer options reduced, 477
FTC investigation opened, 1071 SEIU union head urges FTC to investigate, 855 State legislator group seeks FTC inquiry into effects, 455
Electricite de France acquisition of British Energy cleared by EU regulators, 13
Partial acquisitions, FTC urges FERC to gauge effects falling short of control, 441 Schneider Electric/Legrand merger, EU regulator's flawed denial of merger may lead to compensation (ECJ), 131; penalty overturned, regulators ordered to pay legal costs (ECJ), 705
EC report highlights 2008 accomplishments, 802
Economic crisis not justification to relaxed, DOJ official says, 487 Obama administration to be robust, online privacy issues seen as factor, 463 France
See FRANCE
Grocers, Whole Foods/Wild Oats merger, Whole Foods seeks competitors' information as defense to FTC administrative proceedings, 47; merger in public interest only remaining issue, 69; request to halt FTC proceeding denied (D.C. Cir.), 96; FTC postpones proceeding, 122; settlement reached (FTC), 229 Health care industry
Enforcement likely to increase in face of increased plan mergers, 319
Exemption repeal urged by Research Inst., 1038 HMO and PPO market dominated by 3 companies, GAO report, 855 Hospital mergers, FTC review to focus on potential for quality of care improvement, 163 Medical equipment manufacturers, ventricle devices, FTC sues to stop Thoratec acquisition of HeartWare Intl. (FTC), 719; merger agreement terminated, 745 Omnicare claims against merged Medicare prescription drug insurers dismissed for lack of evidence (N.D. Ill.), 70 Pharmaceutical companies U.S. markets dominated by one or 2 insurers, 114 Information technology, enforcement rumors chill innovation, 761 International standards, opportunities for dialog on single-firm conduct and remedies remain, 909 Italy
Alitalia restructuring
AirFrance-KLM merger approved, 241
Antitrust authorities to avoid blocking merger of operations, 84 Chrysler Fiat deal not to be reviewed, 87; merger may present antitrust risks to European acquisitions, 453; EC warns German, British, and Italian governments against setting conditions for merger, 472 Regulators seek closer scrutiny, 84 K+S Aktiengesellschaft/Morton Intl. merger, FTC consent order requires sale of subsidiaries, 922 Meat packing industry, JBS acquisition of NBP, DOJ to end litigation following abandonment of merger plans, 191 Medical equipment manufacturers, Galil Medical/Endocare merger abandoned after FTC investigation launched, HealthTronics agrees to purchase Endocare, 604; Galil and Endocare reach agreement on terminated agreement, 685 Merger analysis, ICN adopts new recommended practices, 574 Microsoft-Yahoo search engine deal, DOJ issues second request for data and documents, 867 Mitsubishi Rayon Co. takeover of Lucite Intl., China conditionally approves, 425 Newspaper industry seeks exemption, 386 OECD discusses enforcement in light of economic realities, 220 Oil and gas, RWE/Essent merger, RWE agrees to spin off Germany high pressure transmission network, 268; EC approves, 630 Omya/J.M. Huber merger, EC authorized to suspend investigations (EU Ct. First Instance), 131 Outpatient clinics, Carilion Clinic acquisition of Center for Advanced Imaging and Center for Surgical Excellence in Roanoke, Va., FTC issues administrative complaint (FTC), 720; Carilion agrees to divestiture, 945 Pharmaceutical companies Railroads
Fines, constitutional court limits powers of antitrust agency, 633
Law amendments approved by Parliament, 660; president signs, 707 Sapa Holding/Indalex Holding Finance merger, DOJ requires divestiture of aluminum sheathing business (D.D.C.), 722; consent decree requires divestitures, 746 Semiconductors, Microsemi/Semicoa merger, DOJ challenge transferred to Cal. (E.D. Va.), 278; DOL requires Microsemi to divest Semicoa assets (C.D. Cal.), 790 Software, Oracle/Sun Microsystems takeover, EU launches probe, 850; EC rejects Oracle criticism, expresses displeasure with DOJ approval, 1080 Telecommunications
AT&T/Centennial Communications
Deal finalized, 1071
Divestiture of assets required as precondition (D.D.C.), 974 UK
NBTY Europe/Julian Graves grocery store merger, Office of Fair Trading refers completed acquisition to Competition Comm., 288
Ticketmaster/Live Nation merger, OFT refers to Competition Comm., 573
Attorney-client privilege
Bank of Am./Merrill Lynch merger, N.Y. AG subpoenas Bank of Am. head and Merrill Lynch former CEO, 100; N.Y. AG warns BoA to disclose legal advise on which privilege based, 837; privilege waived, 975; documents released to House panel, 1001
Intellectual property due diligence, Analysis and Perspective, 344 Fees
Dilatory conduct resulting in additional costs to defendants results in plaintiff's attorneys personal liability for added costs (Del. Ch.), 444
Indemnification, prior judgment on breach of merger claim not bar (Del.), 257 Tender offer price increase, fees rejected for lack of causal connection (Del. Ch.), 334
Canadian lawyer pleads guilty (S.D.N.Y.), 1025
Teleplus/Rooms.com merge, attorney charged with use of client data (D.D.C.), 899
See generally ACCOUNTING
Consolidated returns, draft legislation released, 423
See MOTOR VEHICLES
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