Sentences with phrase «interested party to the transaction»

In sum, the Federal Court of Appeal's decision confirmed the integrity of solicitor - client privilege in cases where a person shares her lawyer's legal advice with commonly interested parties to a transaction.

Not exact matches

The SEC requires company proxies to disclose certain potential conflicts of interest and related party transactions by directors.

PTE 80 - 83, Class Exemption for Certain Transactions Involving Purchase of Securities Where Issuer May Use Proceeds to Reduce or Retire Indebtedness to Parties in Interest.

D. Prohibited Transaction Exemption 80 - 83, Class Exemption for Certain Transactions Involving Purchase of Securities Where Issuer May Use Proceeds to Reduce or Retire Indebtedness to Parties in Interest; and

The table above does not include (i) 5,952,917 shares of Class A common stock reserved for issuance under our 2015 Incentive Award Plan (as described in «Executive Compensation — New Employment Agreements and Incentive Plans»), consisting of (x) 2,689,486 shares of Class A common stock issuable upon exercise of options to purchase shares of Class A common stock granted on the date of this prospectus to our directors and certain employees, including the named executive officers, in connection with this offering as described in «Executive Compensation — Director Compensation» and «Executive Compensation — New Equity Awards,» and (y) 3,263,431 additional shares of Class A common stock reserved for future issuance and (ii) 24,269,792 shares of Class A common stock issuable to the Continuing SSE Equity Owners upon redemption or exchange of their LLC Interests as described in «Certain Relationships and Related Party Transactions — SSE Holdings LLC Agreement.»

Given the absence of a public trading market of our common stock, and in accordance with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately - Held Company Equity Securities Issued as Compensation, our board of directors exercised reasonable judgment and considered numerous and subjective factors to determine the best estimate of fair value of our common stock, including independent third - party valuations of our common stock; the prices at which we sold shares of our convertible preferred stock to outside investors in arms - length transactions; the rights, preferences, and privileges of our convertible preferred stock relative to those of our common stock; our operating results, financial position, and capital resources; current business conditions and projections; the lack of marketability of our common stock; the hiring of key personnel and the experience of our management; the introduction of new products; our stage of development and material risks related to our business; the fact that the option grants involve illiquid securities in a private company; the likelihood of achieving a liquidity event, such as an initial public offering or a sale of our company given the prevailing market conditions and the nature and history of our business; industry trends and competitive environment; trends in consumer spending, including consumer confidence; and overall economic indicators, including gross domestic product, employment, inflation and interest rates, and the general economic outlook.

If the proposed transaction or arrangement is one in which a director, officer or staff member, or their Related Parties have a «substantial financial interest» within the meaning of New York law, the Audit and Risk Committee must consider alternative transactions that do not give rise to a conflict of interest, to the extent available.

While some charter schools use related - party transactions to achieve cost savings in the best interest of their students, in most cases they are used to produce questionable salaries and profits for the charter holders, at the expense of students and taxpayers.»

Taxpayers across Arizona should be concerned about the potential conflicts of interest plaguing 77 percent of charter schools due to the high rate of related - party transactions.

Such statements reflect the current views of Barnes & Noble with respect to future events, the outcome of which is subject to certain risks, including, among others, the general economic environment and consumer spending patterns, decreased consumer demand for Barnes & Noble's products, low growth or declining sales and net income due to various factors, possible disruptions in Barnes & Noble's computer systems, telephone systems or supply chain, possible risks associated with data privacy, information security and intellectual property, possible work stoppages or increases in labor costs, possible increases in shipping rates or interruptions in shipping service, effects of competition, possible risks that inventory in channels of distribution may be larger than able to be sold, possible risks associated with changes in the strategic direction of the device business, including possible reduction in sales of content, accessories and other merchandise and other adverse financial impacts, possible risk that component parts will be rendered obsolete or otherwise not be able to be effectively utilized in devices to be sold, possible risk that financial and operational forecasts and projections are not achieved, possible risk that returns from consumers or channels of distribution may be greater than estimated, the risk that digital sales growth is less than expectations and the risk that it does not exceed the rate of investment spend, higher - than - anticipated store closing or relocation costs, higher interest rates, the performance of Barnes & Noble's online, digital and other initiatives, the success of Barnes & Noble's strategic investments, unanticipated increases in merchandise, component or occupancy costs, unanticipated adverse litigation results or effects, product and component shortages, the potential adverse impact on the Company's businesses resulting from the Company's prior reviews of strategic alternatives and the potential separation of the Company's businesses, the risk that the transactions with Microsoft and Pearson do not achieve the expected benefits for the parties or impose costs on the Company in excess of what the Company anticipates, including the risk that NOOK Media's applications are not commercially successful or that the expected distribution of those applications is not achieved, risks associated with the international expansion contemplated by the relationship with Microsoft, including that it is not successful or is delayed, the risk that NOOK Media is not able to perform its obligations under the Microsoft and Pearson commercial agreements and the consequences thereof, risks associated with the restatement contained in, the delayed filing of, and the material weakness in internal controls described in Barnes & Noble's Annual Report on Form 10 - K for the fiscal year ended April 27, 2013, risks associated with the SEC investigation disclosed in the quarterly report on Form 10 - Q for the fiscal quarter ended October 26, 2013, risks associated with the ongoing efforts to rationalize the NOOK business and the expected costs and benefits of such efforts and associated risks and other factors which may be outside of Barnes & Noble's control, including those factors discussed in detail in Item 1A, «Risk Factors,» in Barnes & Noble's Annual Report on Form 10 - K for the fiscal year ended April 27, 2013, and in Barnes & Noble's other filings made hereafter from time to time with the SEC.

Such statements reflect the current views of Barnes & Noble with respect to future events, the outcome of which is subject to certain risks, including, among others, the effect of the proposed separation of NOOK Media, the general economic environment and consumer spending patterns, decreased consumer demand for Barnes & Noble's products, low growth or declining sales and net income due to various factors, possible disruptions in Barnes & Noble's computer systems, telephone systems or supply chain, possible risks associated with data privacy, information security and intellectual property, possible work stoppages or increases in labor costs, possible increases in shipping rates or interruptions in shipping service, effects of competition, possible risks that inventory in channels of distribution may be larger than able to be sold, possible risks associated with changes in the strategic direction of the device business, including possible reduction in sales of content, accessories and other merchandise and other adverse financial impacts, possible risk that component parts will be rendered obsolete or otherwise not be able to be effectively utilized in devices to be sold, possible risk that financial and operational forecasts and projections are not achieved, possible risk that returns from consumers or channels of distribution may be greater than estimated, the risk that digital sales growth is less than expectations and the risk that it does not exceed the rate of investment spend, higher - than - anticipated store closing or relocation costs, higher interest rates, the performance of Barnes & Noble's online, digital and other initiatives, the success of Barnes & Noble's strategic investments, unanticipated increases in merchandise, component or occupancy costs, unanticipated adverse litigation results or effects, product and component shortages, risks associated with the commercial agreement with Samsung, the potential adverse impact on the Company's businesses resulting from the Company's prior reviews of strategic alternatives and the potential separation of the Company's businesses (including with respect to the timing of the completion thereof), the risk that the transactions with Pearson and Samsung do not achieve the expected benefits for the parties or impose costs on the Company in excess of what the Company anticipates, including the risk that NOOK Media's applications are not commercially successful or that the expected distribution of those applications is not achieved, risks associated with the international expansion previously undertaken, including any risks associated with a reduction of international operations following termination of the Microsoft commercial agreement, the risk that NOOK Media is not able to perform its obligations under the Pearson and Samsung commercial agreements and the consequences thereof, the risks associated with the termination of Microsoft commercial agreement, including potential customer losses, risks associated with the restatement contained in, the delayed filing of, and the material weakness in internal controls described in Barnes & Noble's Annual Report on Form 10 - K for the fiscal year ended April 27, 2013, risks associated with the SEC investigation disclosed in the quarterly report on Form 10 - Q for the fiscal quarter ended October 26, 2013, risks associated with the ongoing efforts to rationalize the NOOK business and the expected costs and benefits of such efforts and associated risks and other factors which may be outside of Barnes & Noble's control, including those factors discussed in detail in Item 1A, «Risk Factors,» in Barnes & Noble's Annual Report on Form 10 - K for the fiscal year ended May 3, 2014, and in Barnes & Noble's other filings made hereafter from time to time with the SEC.

NOTE: This does not apply if the other party is an interested party to the subject transaction such as the seller or realtor.

As you can see, there are very specific steps in a home transaction which create situations where either party may decide it is not in their best interest to finalize the sale.

If you use LoanBack, all your loan transactions will be available online for both parties to review and approve, and interest and principle calculations will be maintained for you.

An independent assessment for a proposed related party transaction can help you to assess whether the transaction is in your best interests.

The AFR rates are the minimum interest rates that parties may use in order for the transaction to be considered a loan.

«There are different results depending upon the character of the lender and borrower (non-profit or a c corporation, s corporation, partnership or LLC), the relationship between the parties (related party transactions may lose the interest deduction), the legal components of debt and equity of the instrument (certain preferred stock can legally be classified as debt in one jurisdiction and stock in another, so interest is a dividend in one country but interest in another and interest is deductible while dividends are not), the purpose of the loan (A CERT can trigger unintended tax costs and money borrowed to pay wages to owners is a big mistake) and much more,» says Spizzirri.

Counterparty risk is the risk that a counterparty (the other party to a transaction or an agreement or the party with whom the Fund executes transactions) to a transaction with the Fund may be unable or unwilling to make timely principal, interest or settlement payments, or otherwise honor its obligations.

Conflict of interest includes circumstances in which international civil servants, directly or indirectly, would appear to benefit improperly, or allow a third party to benefit improperly, from their association in the management or the holding of a financial interest in an enterprise that engages in any business or transaction with the organization.

In particular, solicitor - client privilege persists where a party discloses a legal opinion to another party with a common interest in completing a transaction that is the subject of the opinion (e.g., see: Maximum Ventures Inc. v De Graaf, 2007 BCCA 510, at para 14).

Based on the decisions of the courts in Alberta and British Columbia, solicitor - client privilege is not waived when an opinion provided by a lawyer to one party is disclosed, on a confidential basis, to other parties with sufficient common interest in the same transactions.

Canadian courts had long held that common - interest privilege served as a defence to an allegation that, by sharing a legal opinion with mutually interested parties in a commercial transaction, the disclosing party had thereby waived solicitor - client privilege to the shared opinion.

While, of course, there are a host of other legal issues applicable to international mergers and acquisitions which parties will need to address in executing a UAE - focused transaction (e.g. comprehensive legal due diligence, adequate warranty and indemnity protection, appropriate conditions precedent, consideration adjustment mechanics and curbing limitation of liability provisions), the above issues are examples of issues which are particularly relevant to the UAE, and if properly addressed, will aid a party in executing a smoother transaction and one in which their interests will be better protected.

In Formica Ltd v. Export Credits Guarantee Department [1995] 1 Lloyd's Rep 692, 699 Colman J framed the issue in the following terms: «The protection by common interest privilege of documents in the hands of someone other than the client must pre-suppose that such third party has a relationship with the client and the transaction in question which, in relation to the advice or other communications, brings that third party within that ambit of confidence which would prevail between the legal adviser and his immediate client....

For the most part, however, because enforcing debts against state governments is so difficult, transactions are structured as much as possible to prevent the need to enforce debts in that way through (1) legal limitations on governmental liability, (2) legislative budget rules requiring interest on debt and currently due principal payments to be made first, (3) third - party bonding of state and local governmental construction projects, (4) the creation of publicly owned corporations whose debts can only be collected out of the corporation's assets and revenues, and (5) avoidance of trade credit obligations by paying bills in cash.

In the context of a commercial transaction, common interest privilege allows parties to share privileged information (e.g., legal opinions) without waiving the privilege that otherwise attaches to that information, provided that:

Finally, the Federal Court of Appeal noted that clients may be better served when dealing with complex statutes such as the Income Tax Act if their counsel are able to work collaboratively in furtherance of completing transactions in which the parties have a sufficient common interest.

This is also a very interesting and challenging transaction for all parties involved; it has all the features of a complex cross-border transaction, and required all counsel to work closely and creatively with Zhongwang.

(1)(2) If the candidate / director has an interest in a contract or transaction (other than as a purchaser, mortgagee or owner / occupier of a unit) to which the condominium corporation is also a party, or to which the developer (or a developer affiliate) is also a party, this must be disclosed along with certain details of the contract or transaction.

The ruling confirmed common interest privilege (CIP) protects the sharing, between parties to a commercial transaction, of communications that are subject to solicitor - client privilege (SCP).

On March 6, the Federal Court of Appeal confirmed that common interest privilege (CIP) protects the sharing, between parties to a commercial transaction, of communications that are subject to solicitor - client privilege (SCP).

This update considers two recent Commercial Court decisions which will be of interest and importance to parties involved in Islamic finance transactions.

Islamic finance update: The arranging bank's duty of care & the validity and enforceability of English law governed agreements in Islamic finance transactions This update considers two recent Commercial Court decisions which will be of interest and importance to parties involved in Islamic finance transactions.

This expansion is often seen in the context of negotiations for a commercial transaction and is based on the principle that parties to a commercial transaction have a common interest in completing the transaction.

(n) «internal transaction» means a transaction of a type listed in Article 2 (2)(a) to (c) where the centre of the main interests of all parties to such transaction is situated, and the relevant object located (as specified in the Protocol), in the same Contracting State at the time of the conclusion of the contract and where the interest created by the transaction has been registered in a national registry in that Contracting State which has made a declaration under Article 50 (1);

It should involve a thorough discussion between the client and outside counsel about the client's business (or personal) goals and legal objectives, the significance and value of the matter to the client's business (or personal) interests, the context of the matter (events leading up to it), the key players (inside and outside the client's organization), and any related or parallel transactions or proceedings (e.g., prior or contemporaneous business dealings between the parties, pending requests for permits or approval for transactions, pending or threatened regulatory investigations or enforcement proceedings).

The Directive provides that material - related party transactions are subject to a vote by the shareholders or the board of directors in order to protect the interests of the company.

Sharing privileged information between parties in litigation with a common interest is the obvious example but sharing privileged information with a view to completing commercial transactions is another [iii].

Certain transactions involving the use of cash value as collateral for a loan or transfer of ownership to a third party with an insurable interest do not involve settlement contracts and do not require compliance with the various settlement regulations.

In а CryptoRepo transaction, one party borrows crypto assets from another party and commits to returning these assets with interest at a future date.

This offer is conditional upon the Buyer herein being approved by the First Mortgagee within Twenty (20) business days (excluding Saturday, Sunday and statutory holidays) from the final date of acceptance, failing which the Buyer shall notify Seller's Lawyer and the Seller in writing within the specified period of time and then this transaction shall forthwith be terminated and the Buyer's deposit shall be returned to the Buyer in full immediately, with any accrued interest and without the requirement of a mutual release and the parties are hereby released from any liability without the signing of such release.

Regulations are there for all parties to the transaction, and certainly they must be vigilant to ensure consumer rights are protected and that consumer interests are not being compromised.

Even without legal fiduciary obligations, it is unrealistic to think that a real estate licensee can adequately represent himself and the other party to a transaction because of the inherent conflicts of interest.

If however an agent to such transaction acts only in the best interests of one party and not both (or even worse acts only in the best interests of himself), such agent is playing a very dangerous game with fire.

While transaction brokerage addresses some of the conflicts of interest associated with dual agency, it reduces the range of services that licensees can provide and results in lesser consumer protections for all parties to a transaction,» says OSRE.

In finding that the broker had interfered with a «contractual and otherwise advantageous relationship, the Massachusetts Appeals Court relied on: (i) Restatement (Second) of Torts, Sections 767 and 768 (1)(b); (ii) Articles 7 (Rev. Article 1) and 12 (Rev. Article 5) of NAR's Code of Ethics («to treat fairly all parties to the transaction» and not to «undertake to provide professional services concerning a property... where he has a present or contemplated interest unless such interest is disclosed to all affected parties.»)

A facilitator wouldn't be able to act as an advocate for the interests of any party to a transaction.

While the Statute of Frauds in many states bars oral agreements for real estate transactions, New Jersey's Statute of Frauds does not bar oral agreements in real estate transactions if a party can show either of the following: a sufficient identification of the property to be transferred, identification of the interest to be transferred, identification of the parties to the transaction, and the existence of the agreement are established in a writing by or on behalf of the party against whom enforcement is sought; or, a sufficient identification of the property to be transferred, identification of the interest to be transferred, identification of the parties to the transaction, and the existence of the agreement proved by clear and convincing evidence.

Transaction Broker — A real estate agent attempting to get the transaction completed in a way that is fair and ethical to all parties, without looking out for the interests of any one party to the tTransaction Broker — A real estate agent attempting to get the transaction completed in a way that is fair and ethical to all parties, without looking out for the interests of any one party to the ttransaction completed in a way that is fair and ethical to all parties, without looking out for the interests of any one party to the transactiontransaction.

If the buyer client were to decide to offer on the seller client's property, the concurrent representation of two opposing parties in a single transaction would create an inherent conflict of interest, based on the principles of common law.