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Fairness Opinions Under Fire by Bret A
Fairness Opinions Under Fire By Bret A. Tack Los Angeles Office A renewed market for mergers and acquisitions (and growing value of the deals) is focusing fresh attention on the fairness opinions boards seek before approval. In our post-scandal business environment, the problems with fairness opinions, including conflicts of interest and potential manipulation, have drawn new criticism. How can boards assure the "fairness" of their fairness opinions. As the value of transactions requiring fairness opinions has surged, they have come under increased scrutiny because of systemic problems that undermine their credibility. The perception among many in the investment community is that fairness opinions are of dubious value as an independent assessment of whether a transaction is fair. Their only real purpose, it seems, is to protect fiduciaries in the event of a lawsuit. Concerns over fairness opinions have attracted the attention of regulatory bodies such as the NASD, the Securities and Exchange Commission and New York Attorney General Eliot Spitzer. The potential conflict of provider "success fees" is only one problem with fairness opinions. In truth, there are no coherent guidelines used by fairness opinion providers. Foremost on the regulators' list of concerns is the obvious conflict of interest that exists when the firm issuing the fairness opinion stands to earn a "success fee" upon consummation of the transaction. However, such conflicts are only one of the factors undermining fairness opinions. The most basic problem is that there is no coherent set of guidelines for fairness opinion providers to follow in assessing and demonstrating the financial fairness of a transaction. -
Mayor Looks to Albany for Help REAL ESTATE DEALS PLUS ______7 the INSIDER ______8 His Bold Strategy to Slow Spiraling Pension and How
20110124-NEWS--0001-NAT-CCI-CN_-- 1/21/2011 8:16 PM Page 1 INSIDE WHERE TOP STORIES THE Kenneth Cole JOB$ struggles to fit in with consumers ® ARE PAGE 2 PHOTO ESSAY, PAGE 12 MTV too hot VOL. XXVII, NO. 4 WWW.CRAINSNEWYORK.COM JAN. 24-30, 2011 PRICE: $3.00 for its own good? PAGE 3 Property auctions hammered in NY PAGE 2 Brunch fever knows no bounds; lines form in Bushwick PAGE 3 HSBC offers a preview of what U.S. banks will look like in the future IN THE MARKETS, PAGE 4 BUSINESS LIVES RON VS. DON GOTHAM GIGS FOR DECADES, RONALD PERELMAN AND HIS BUSINESS PARTNER Donald Drapkin were pretty much Channeling Eloise at He sued. He countersued. inseparable.¶ Their workdays began with breakfast at Mr.Perelman’s palatial East Side town- The Plaza P. 21 He counter-countersued. house. For lunch, they held court at the place they jokingly called their “cafeteria”—Le ● ANNE FISHER on a new Cirque.Frequently,this was followed by a nighttime charity gala or business dinner with New matchmaker for Inside the painful breakup York’s and Hollywood’s elite. ¶ They shared important family occasions, such as Mr. Perel- nonprofits P. 21 man’s bachelor party at La Côte Basque before he married gossip columnist Claudia Cohen, and the bat mitzvah for Mr. Drapkin’s daughter at The Pierre hotel, during which Mr. Perel- ● MOVERS & SHAKERS of M&A duo Ron Perelman Mamma Mia! man played drums with the band, Kool & The Gang. ¶ The two shared an almost frat-boy- creator like camaraderie. -
Book Title Author / Publisher Year
Parker Career Management Collection BOOK TITLE AUTHOR / PUBLISHER YEAR 10 Insider Secrets to a Winning Job Search Todd Bermont 2004 100 Best Nonprofits To Work For Leslie Hamilton & Robert Tragert 2000 100 Greatest Ideas For Building the Business of Your Dreams Ken Langdon 2003 100 Top Internet Job Sites Kristina Ackley 2000 101 Great Answers to the Toughest Interview Questions Ron Fry 2000 175 High-Impact Cover Letters Richard H. Beatty 2002 175 High-Impact Cover Resumes Richard H. Beatty 2002 201 Best Questions to Ask on Your Interview John Kador 2002 25 Top Financial Firms Wetfeet 2004 9 Ways of Working Michael J. Goldberg 1999 A Blueprint For Success Joe Weller 2005 A Message from Garcia Charles Patrick Garcia 2003 A New Brand World Scot Bedbury with Stephen Fenichell 2002 A.T. Kearney Vault 2006 Accenture Vault 2006 Accenture Vault 2006 Accounting Vault 2006 Accounting Wetfeet 2006 Ace Your Case II: Fifteen More Consulting Cases WetFeet 2006 Ace Your Case IV: The Latest and Greatest WetFeet 2006 Ace Your Case VI: Mastering the Case WetFeet 2006 Ace your Case! Consulting Interviews WetFeet 2006 Ace Your Cases III: Practice Makes Perfect WetFeet 2006 Ace Your Interview! (2 copies) WetFeet 2004 Advertising Vault 2006 All About Hedge Funds Robert A. Jaeger 2003 All You Need to Know About the Movie and TV Business Gail Resnik and Scott Trost 1996 All You Need to Know About the Music Business Donald S. Passman 2003 American Management Systems Vault 2002 Ask the Headhunter Nick A. Corcodilos 1997 Asset Management & Retail Brokerage Wetfeet -
LAZARD GROUP LLC (Exact Name of Registrant As Specified in Its Charter)
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 333-126751 (Commission File Number) LAZARD GROUP LLC (Exact name of registrant as specified in its charter) Delaware 51-0278097 (State or Other Jurisdiction of Incorporation (I.R.S. Employer Identification No.) or Organization) 30 Rockefeller Plaza New York, NY 10020 (Address of principal executive offices) Registrant’s telephone number: (212) 632-6000 Securities Registered Pursuant to Section 12(b) of the Act: None Securities Registered Pursuant to Section 12(g) of the Act: None Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. -
IN the COURT of CHANCERY of the STATE of DELAWARE in RE MFW SHAREHOLDERS LITIGATION ) ) ) ) Consolidated C.A. No. 6566-CS
EFiled: Sep 15 2011 6:09PM EDT Transaction ID 39835714 Case No. 6566-CS IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE ) IN RE MFW SHAREHOLDERS ) Consolidated C.A. No. 6566-CS LITIGATION ) ) VERIFIED CONSOLIDATED CLASS ACTION COMPLAINT Plaintiffs Alan Kahn, Samuel Pill, Irwin Pill, Rachel Pill and Charlotte Martin ³3ODLQWLIIV´ RQEHKDOIRIWKHPVHOYHVDQGDOORWKHUVVLPLODUO\VLWXDWHGE\WKHLUDWWRUQH\VDOOHJH the following upon information and belief, except as to those allegations pertaining to Plaintiffs which are alleged upon personal knowledge: NATURE OF THE ACTION 1. This is a shareholder class action complaint on behalf of the holders of the FRPPRQVWRFNRI0 ):RUOGZLGH&RUS ³0):´RUWKH³&RPSDQ\´ DJDLQVWWKH&RPSDQ\¶V %RDUGRI'LUHFWRUV WKH³%RDUG´RUWKH³,QGLYLGXDO'HIHQGDQWV´ DPRQJRWKHUVLQFonnection to DJRLQJSULYDWHWUDQVDFWLRQ WKH³%X\RXW´ LQZKLFKGHIHQGDQW5RQDOG23HUHOPDQ ³3HUHOPDQ´ will acquire, through his wholly owned holding company MacAndrews & Forbes Holdings Inc. ³0 )´ WKHUHPDLQLQJRIVKDUHVRI0):FRPPRQVWRFNQRt already owned by M&F. 2. On September 12, 2011, MFW issued a press release announcing that it had HQWHUHG LQWR D GHILQLWLYH PHUJHU DJUHHPHQW WKH ³0HUJHU$JUHHPHQW´ ZLWK0 )SXUVXDQW WR which MFW would be merged with a subsidiary of M&F and all outstanding shares of common stock of MFW not owned by M&F would be converted into the right to receive $25 in cash per share for a transaction valued at $482 million. Although M&F touted the $25 per share as offering a 22% one-GD\ SUHPLXP WR WKH &RPSDQ\¶V FORVLQJ share price, the Buyout in fact represents a substantial discount to other recent trading prices of MFW common stock and a VXEVWDQWLDOGLVFRXQWWRWKH&RPSDQ\¶VYDOXDEOHDVVHWV 3. As described below, both the value to MFW public shareholders contemplated in the Buyout and the process by which Defendants propose to consummate the Buyout are not entirely fair to Plaintiffs and the other public shareholders of the Company. -
125Th Street, Harlem, NY
APOLLO ANNUAL REPORT 2016-17th 125 Street, Harlem, NY 1 TABLE OF CONTENTS APOLLO MUSIC APOLLO COMMUNITY LEADERSHIP Page 10 Page 16 Page 4 APOLLO DANCE APOLLO EDUCATION ELLA FITZGERALD Page 12 Page 18 CENTENNIAL CELEBRATION Page 6 APOLLO THEATER APOLLO IN THE MEDIA Page 13 Page 20 WOMEN OF THE WORLD Page 8 APOLLO SIGNATURE APOLLO CELEBRATIONS Page 14 Page 22 APOLLO PEOPLE STATEMENT OF Page 27 OPERATING ACTIVITY Page 24 APOLLO SUPPORTERS Page 28 STATEMENT OF FINANCIAL POSITION Page 26 JOIN THE APOLLO Page 30 “Since its inception, the Apollo Theater has been home to legendary and FROM OUR up-and-coming artists alike, serving as an ever-changing, driving force in popular music and culture, not only in Harlem but across the world.” LEADERSHIP Jonelle Procope, President and CEO of the Apollo Theater We are delighted to share this Annual Report highlighting It is an incredible honor to bring my voice to the Apollo’s the incredible accomplishments of the Apollo’s season. Key storied legacy and exciting future. My first season at the milestones from the 2016-2017 season include welcoming Apollo has been a whirlwind of inspiring and innovative Kamilah Forbes as the new Executive Producer; presenting performances and programs. I especially want to mention The First Noel, the first multi-week run of an Apollo-Presents the four-day Women of the World Festival, which was show on the iconic Mainstage; and welcoming popular anchored by a special tribute concert to the incomparable Brooklyn-based festival, Afropunk, for their first appearance artist/activist Abbey Lincoln. -
In Re Mfw Shareholders ) C.A
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE MFW SHAREHOLDERS ) C.A. No. 6566-CS LITIGATION ) OPINION Date Submitted: March 11, 2013 Date Decided: May 29, 2013 Peter B. Andrews, Esquire, FARUQI & FARUQI, LLP, Wilmington, Delaware; Carmella P. Keener, Esquire, ROSENTHAL, MONHAIT & GODDESS, P.A., Wilmington, Delaware; Carl L. Stine, Esquire, Matthew Insley-Pruitt, Esquire, WOLF POPPER LLP, New York, New York; Juan E. Monteverde, Esquire, FARUQI & FARUQI, LLP, New York, New York; Kira German, Esquire, GARDY & NOTIS LLP, Englewood Cliffs, New Jersey, Attorneys for Plaintiff MFW Stockholders. Thomas J. Allingham II, Esquire, Joseph O. Larkin, Esquire, Christopher M. Foulds, Esquire, Jessica L. Raatz, Esquire, SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP, Wilmington, Delaware, Attorneys for Defendants MacAndrews & Forbes Holdings Inc., Ronald O. Perelman, Barry F. Schwartz, and William C. Bevins. Stephen P. Lamb, Esquire, Meghan M. Dougherty, Esquire, PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP, Wilmington, Delaware; Daniel J. Leffell, PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP, New York, New York, Attorneys for Defendants M&F Worldwide Corp., Philip E. Beekman, Charles T. Dawson, Theo W. Folz, John M. Keane, Bruce Slovin, and Stephen G. Taub. William M. Lafferty, Esquire, D. McKinley Measley, Esquire, MORRIS, NICHOLS, ARSHT & TUNNELL LLP, Wilmington, Delaware; Tariq Mundiya, Esquire, Todd G. Cosenza, Esquire, Christopher J. Miritello, Esquire, Jill K. Grant, Esquire, WILLKIE FARR & GALLAGHER, LLP, Attorneys for Defendants Paul M. Meister, Martha L. Byorum, Viet D. Dinh, and Carl B. Webb. STRINE, Chancellor. I. Introduction This case presents a novel question of law. Here, MacAndrews & Forbesa holding company whose equity is solely owned by defendant Ronald Perelmanowned 43% of M&F Worldwide (“MFW”). -
Finding Aid to the Historymakers ® Video Oral History with Raymond J
Finding Aid to The HistoryMakers ® Video Oral History with Raymond J. McGuire Overview of the Collection Repository: The HistoryMakers®1900 S. Michigan Avenue Chicago, Illinois 60616 [email protected] www.thehistorymakers.com Creator: McGuire, Raymond Jeffrey, 1957- Title: The HistoryMakers® Video Oral History Interview with Raymond J. McGuire, Dates: July 12, 2013 Bulk Dates: 2013 Physical 7 uncompressed MOV digital video files (3:23:02). Description: Abstract: Investment banker Raymond J. McGuire (1957 - ) is an alumnus of Harvard University and Harvard Law School. He worked in mergers and acquisitions at First Boston Corporation, Merrill Lynch, and Morgan Stanley, and serves as head of Global Banking at Citigroup where he advises on deals valued at more than $200 billion. McGuire was interviewed by The HistoryMakers® on July 12, 2013, in New York, New York. This collection is comprised of the original video footage of the interview. Identification: A2013_195 Language: The interview and records are in English. Biographical Note by The HistoryMakers® Investment banker Raymond J. McGuire was born on January 23, 1957, in Dayton, Ohio. After graduating from the Hotchkiss School in 1975, McGuire enrolled in Harvard University. He went on to graduate from Harvard College cum laude with his A.B. degree in English in 1979. McGuire was awarded a Rotary Fellowship to attend the University of Nice in France in 1980. In 1984, McGuire graduated from Harvard Business School with his M.B.A. degree and McGuire graduated from Harvard Business School with his M.B.A. degree and from Harvard Law School with his J.D. degree. McGuire began his career in the mergers and acquisitions department at First Boston Corporation. -
Real Leaders Negotiate Free Report
REAL LEADERS NEGOTIATE FREE REPORT UNDERSTANDING THE DIFFERENCE BETWEEN LEADERSHIP AND MANAGEMENT About the Program on Negotiation at Harvard Law School Executive Committee Widely recognized as the preeminent leader in the field of negotiation and negotiation Max Bazerman research, the Program on Negotiation (PON) is an interdisciplinary, multi-university Harvard Business School research center based at Harvard Law School. Offering timely executive education Gabriella Blum programs, teaching negotiation resources, the Negotiation Briefings newsletter and Harvard Law School Negotiation Journal, special community events, and webinars, PON is a one-stop Robert Bordone resource for both aspiring and accomplished negotiators. Harvard Law School Our faculty have negotiated peace treaties, brokered multi-billion dollar deals, and Jared Curhan hammered out high-stakes agreements around the globe. They are prominent authors, MIT Sloan School of Management leading researchers, and distinguished professors—many of whom have originated the Alain Lempereur negotiation strategies used by many of the world’s must successful leaders…and they Brandeis University teach at PON’s renowned programs: Robert Mnookin • Negotiation and Leadership • PON Seminars Harvard Law School • Harvard Negotiation Institute Summer Programs • Negotiation Master Class Jeswald Salacuse Tufts University Fletcher School Learn more or register at pon.harvard.edu/executive-education/ James Sebenius Negotiation Briefings, which serves as the basis for this special report, draws on ideas -
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TABLE OF CONTENTS Preface & Acknowledgements 3 1. Introduction 4 The delicate dance of a “defensive democracy” 2. Press censorship in Israel: an overview 7 The shaky legal status of press freedom Press licensing The Military Censorship Other methods 3. The rise of gag orders 14 Definition and legal framework History and milestones Causes and criticism 4. How many is many? The search for data 31 5. Conclusions 35 Bibliography & Interviewees 38 Page 2 of 39 THE RISE OF GAG ORDERS IN ISRAEL PREFACE A peculiar choice of “music on hold” greeted journalists who called the Israeli censorship office during the summer of 2014. Two months of intense fighting with Hamas (“Operation Protective Edge”) required daily and even hourly communication between local media and censors, supervising any military related news prior to publication. Lines were often busy, temperatures high physically and emotionally, and while waiting to appeal yet another publication ban I suddenly realized: the music I kept listening to, but never really noticed before, was surprisingly a popular anti-war song from the nineties. 1 "You promised peace... you promised spring... you promised to keep promises"0F , sang the band just before the officer on duty picked up the phone to discuss war casualties. Whether it was deliberate criticism, an ironic prank or just a random choice – this anecdote illustrates Israel’s biggest challenge and source of growing tensions: liberal values, lifestyle and self-image in face of an ongoing violent conflict and military occupation with no clear solution in sight. A challenge in which government’s control over the media plays a massive role and checks and balances between security needs and freedom of the press are becoming extremely fragile. -
PARDES an Etude in Cabbala by Israel Shamir
PARDES An etude in Cabbala By Israel Shamir The Road To Suez In 1973, my dashing unit of the Red Berets was ferried by chopper into the yellow East Desert of Egypt and landed some 101 km from Cairo. We were given orders to block the Cairo- Suez road, and for two decisive days we held a few small hills opposite the mighty crags of Jabal Attaka, shooting off every advance by the Egyptian tanks and commandos. We were just a hundred men poorly equipped with outdated anti-tank weapons, but the Egyptians thought we had at least division strength. We dug into the hills finding protection in their yellow soil from the powerful salvos of enemy fire; and emerged again when the cannons ceased fire to enable their infantry to flush us out. Eastward-roaring Egyptian tanks came under our fire and stopped to renew the bombardment. We clung to our hill, though we had no water, no time to bury dead comrades. It was hard enough to keep the hungry and scraggy desert dogs from feasting on their swollen purple bodies. Not one of us, with the possible exception of our commander, understood the logic behind our actions. ‘Theirs was not to reason why’, soldiers do not fight on need-to know basis. We tried to do our job and survive. Only two days later, when the armoured columns of General Brenn reached us, did we learn of the General Staff plans to cut off the Egyptian Third Army on the East bank of Suez Canal, and to snatch victory from the jaws of defeat. -
Weapons of Mass Destruction in the Middle East
CSIS_______________________________ Center for Strategic and International Studies 1800 K Street N.W. Washington, DC 20006 (202) 775-3270 (To comment: [email protected] For Updates see CSIS.ORG, “Strategic Assessment”) Weapons of Mass Destruction in the Middle East Regional Trends, National Forces, Warfighting Capabilities, Delivery Options, and Weapons Effects Anthony H. Cordesman Arleigh A. Burke Chair for Strategy Center for Strategic and International Studies September 2000 Copyright Anthony H. Cordesman, all rights reserved. Weapons of Mass Destruction in the Middle East 8/31/00 Page ii Table of Contents PART ONE........................................................................................................................................................... 1 CAUSES, WARFIGHTING OPTIONS, AND ARMS CONTROL .................................................................... 1 REASONS FOR PROLIFERATING AND WAR FIGHTING OPTIONS ............................................................................... 2 REASONS FOR PROLIFERATING OUTWEIGH PERCEIVED RISKS ............................................................................... 3 WAR FIGHTING OPTIONS ..................................................................................................................................... 4 UNSTABLE POSSIBLE COMBINATIONS OF ADVERSARIES........................................................................................ 5 ONE-HALF CHEER FOR ARMS CONTROL..............................................................................................................