...SHORT PAPER – DUE PROFESSIONAL CARE AND DUE DILIGENCE ALEX KARAHALIOS The legal risks faced by the CPA profession are ever so present today in our capitalist society. When CPAs and CPA firms execute an engagement for an auditing client, they know well that risk they exposed themselves to significant liability should their report conclusion and recommendations cause monetary damages. This liability does not only extend to direct customers. There is also a risk posed by third parties that at the time of the engagement the CPA or firm had no knowledge of. Common laws have various forms of negligence that the CPA profession has to defend itself against. The statutory laws add the additional liability of criminal proceedings against the CPAs and the CPA firms who find themselves as defendants. The underlying accusation of negligence finds it way back to whether CPA defendants sufficient due diligence and professional care. While the Public Company Accounting Oversight Board (PCAOB) governs the SEC registered CPA firms to ensure that they are compliant in how they execute auditing services, the American Institute of Certified Public Accountants (AICPA) strives to improve the delicate balance of acceptable level of both due professional care and due diligence. The following two cases will address the inherent liability as well as professional care and due diligence. The Ultramares v. Touche & Co. case of 1931 is a great example of the inherent risks of the CPA profession...
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...Impacts of using day care facility on children due to maternal employment Methods of Business Research Submitted by Sumbal Syed MBA 14 14-1220 Research Title: Impacts of using day care facility on children due to maternal employment. Introduction In the past few years there has been an increase in trend for women to be pursuing a career, and hence, working mothers are bound to use daycare facilities to assist them in managing their children along with other responsibilities. These children therefore get a divided share of family/home atmosphere as being part of bringing up. As part of this research project, I shall study the impact of day care facility on the children of working mothers. Keywords: Maternal employment, Working mothers, impacts of external child care, daycare facility, child care, career oriented mothers, physiological health factors, personality development. Problem statement Our problem statement shall primarily be “The effect of using day care facility on child care due to maternal employment.” In simpler words, we shall study the impact of the use of day care facilities by working mothers and its effects upon the upbringing of children. Objectives There is a need to identify if this increasing trend is beneficial for the children in the long run or not. Thus, basic objective of the research shall be to conduct a study and conclude the following: 1. Identify their mental and physiological health factors affecting the children ...
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...Ethical Dimensions of Business Week 3 - Discussion 2 - Environmental Liability and Due Process In 1979, Paul and John Reardon purchased 16 acres of land located next to a manufacturing plant in Massachusetts. In 1983, a state environmental agency, responding to a citizen's report, tested soil samples from both properties and discovered extremely high levels of polychlorinated biphenyls (PCBs) on the plant site and on the Reardons' property where it bordered the site. Shortly thereafter, the Environmental Protection Agency (EPA) cleaned up the contaminated areas. In 1985, the EPA notified the Reardons that they might be liable for clean-up costs. An EPA investigation of the property in 1987 revealed that some soil was still contaminated. This time, the Reardons cleaned up the property themselves. In March 1989, the EPA placed a lien for an unspecified amount on all of the Reardons' property to secure payment for any clean-up costs for which the Reardons might be liable. The EPA told the Reardons that they could settle the claims against them for $336,709 but noted that this amount did not limit the Reardon’s potential liability. The Reardons filed a motion for an injunction, arguing that filing a lien against their property without any prior notice or hearing violated their due process rights under the Fifth Amendment, which states that no person can be deprived of life, liberty, or property without due process of law. Superfund (the Comprehensive Environmental Response, Compensation...
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...and customs that help shape the character of individuals and how people interact with one another 2. (Whitman & Mattord, 2011, p. 114) What is privacy in an information security context? It refers to how the info supplied by users will be protected. Is the data confidential, or will it be accessed by anyone? Will it be protected from others? Can you expect reasonably that your personal/confidential information will be protected? 3. (Whitman & Mattord, 2011, p. 114) How does the Sarbanes-Oxley Act of 2002 affect information security managers? 4. (Whitman & Mattord, 2011, p. 114) How is due diligence different from due care? Why are both important? When organizations adopt levels of security for a legal defense, they may need to show that they have done what any prudent organization would do in similar circumstances. This is referred to as a standard of due care. Due diligence is the demonstration that the organization is diligent in ensuring that the implemented standards continue to provide the required level of protection. 5. (Whitman & Mattord, 2011, p. 114) What is a policy? How is it different from a law? 6. (Whitman & Mattord, 2011, p. 114) What is the best method for preventing an illegal or unethical...
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...Republic of the Philippines SUPREME COURT Manila EN BANC G.R. No. 74457 March 20, 1987 RESTITUTO YNOT, petitioner, vs. INTERMEDIATE APPELLATE COURT, THE STATION COMMANDER, INTEGRATED NATIONAL POLICE, BAROTAC NUEVO, ILOILO and THE REGIONAL DIRECTOR, BUREAU OF ANIMAL INDUSTRY, REGION IV, ILOILO CITY, respondents. Ramon A. Gonzales for petitioner. CRUZ, J.: The essence of due process is distilled in the immortal cry of Themistocles to Alcibiades "Strike — but hear me first!" It is this cry that the petitioner in effect repeats here as he challenges the constitutionality of Executive Order No. 626-A. The said executive order reads in full as follows: WHEREAS, the President has given orders prohibiting the interprovincial movement of carabaos and the slaughtering of carabaos not complying with the requirements of Executive Order No. 626 particularly with respect to age; WHEREAS, it has been observed that despite such orders the violators still manage to circumvent the prohibition against inter-provincial movement of carabaos by transporting carabeef instead; and WHEREAS, in order to achieve the purposes and objectives of Executive Order No. 626 and the prohibition against interprovincial movement of carabaos, it is necessary to strengthen the said Executive Order and provide for the disposition of the carabaos and carabeef subject of the violation; NOW, THEREFORE, I, FERDINAND E. MARCOS, President of the Philippines, by virtue of the powers vested in me by the...
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...Case Study: Merck Acquisition of Medco Professor Daniel Weiss FI561 January 23, 2011 DeVry University Case Study: Merck Acquisition of Medco Abstract The purpose of this case study is to determine whether it would be beneficial to merge Merck Corporation with Medco Containment Services Incorporated. The merger and acquisition between the world’s largest drug manufacturer and the largest prescription benefits management company (PBM) and marketer of mail order medicines in the United States would result in a successful campaign to take over the drug industry if handled appropriately. As Chairman and CEO of Merck Corporation, I have to consider all sides of the arguments, financially, marketing and cultural wise and come to a conclusion as to whether this merger would be a good idea for the company. Like any other investment and merger, there are risks, and I have to decide what would be best in the interest of this company. The details as to whether the decision to acquire or not acquire Medco will be described in this paper. Along with data that helps make that final decision. There are a few things one must take into account before making a decision. You have to look at the long term run, whether or not the merger and acquisition will be successful. You also have to take synergy into account; it is the most important reason why there are a lot of mergers and acquisitions. Synergy would be when two companies join forces to create additional value and cut costs...
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...The Due Process Clause of the 14th Amendment says that no state should deprive anyone of their constitutional right to life, liberty, or property, without due process of law. This process is basically a guarantee of fairness that is intended to serve two basic goals: to produce, through the use of fair procedures, more accurate results, to prevent the wrongful deprivation of interests, and to make people feel that the government has treated them fairly by, saying, and listening to their version of the story. It should be understood that fairness is comprised of many components: notice, an opportunity to be heard in a meaningful way at a meaningful time, and supported by a decision of substantial evidence. There are significant prescribed processes that must be followed to dismiss a teacher. In a litigious society where there is a heightened awareness of potential misconception, poor judgement and unlawful acts. Some believe these suggestions unreasonably interfere with a teacher’s style; however, teachers who refuse to become risk managers and blindly cling to the belief that because their motives are pure, they will not be misunderstood, do so at their own risk. This administrator has a twofold responsibility to protect the teacher and the student. Prudent teachers should take steps to protect themselves. In order to move forward with passing any sanctions on this teacher a thorough investigation must ensue. The investigative interview begins with the informant. It is prudent...
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...DOCTORINE OF DUE DILIGENCE Introduction of Due Diligence: Due Diligence is a process of thorough and objective examination that is undertaken before corporate entities enter into major transactions such as mergers and acquisitions, issuing new stocks and other securities, project finance, securitization, etc. One of the key objectives of due diligence is to minimize, to the maximum extent practicable, the possibility of there being unknown liabilities or risks. The exercise is the multi-dimensional and involves investigation into the business, tax, financial, accounting and legal aspects of an issuer. Definition of Due Diligence: "Due diligence" is a term used for a number of concepts involving either an investigation of a business or person prior to signing a contract, or an act with a certain standard of care. It can be a legal obligation, but the term will more commonly apply to voluntary investigations. A common example of due diligence in various industries is the process through which a potential acquirer evaluates a target company or its assets for acquisition. * Due diligence can be defined as: 1. The examination of a potential target for merger, acquisition, privatization, or similar corporate finance transaction normally by a buyer. 2. A reasonable investigation focusing on material future matters. 3. An examination being achieved by asking certain key questions, including, how do we buy, how do we structure the acquisition, and how much do we...
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...A Guide to Buying and Selling a Business Contents Introduction So where do I begin the process? Shares or Assets? How much is my business worth? Deal structure When do I have to pay? Where is the money coming from? Management Buy Outs and Management Buy Ins Do I need Heads of Agreement (“Heads”)? Take a good look at the target Share Purchase – The Legal Paperwork Asset Purchase – The Legal Paperwork Buying from an Administrator or Liquidator Completion Legal Costs 1. Introduction What follows is a brief overview of a complex legal area in which many traps and pitfalls await those unprepared. This guide outlines the main considerations that apply in buying or selling a business with practical advice based upon our own experiences of buying and selling numerous businesses for our clients over the years. There is no substitute for early, fast, pragmatic legal and other professional advice to guide you through the transaction whilst allowing you to remain focussed on the key management and operational decisions affecting the business. In our experience, every deal is unique. Steeles Law, Corporate and Commercial team Service, response times and business acumen are without fault Legal 500 2. So Where Do I Begin The Process? Proper legal advice is essential early in any major transaction for two key reasons: 1. to ensure...
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...Administrative Controls •How do Administrative Controls demonstrate "due care?" Administrative Controls demonstrate “due care” by providing and following policies, procedures, and standards that allow a company to show that steps were taken to protect the network and or information that is hidden by a responsible parties. It is critical that the CIA (Confidentiality, Integrity and Availability) is vital in protecting data that companies have of its customers. Due care is defined by the Information Systems Audit and Control Association (ISACA) as: 2.1.1 The standard of “due care” is the level of diligence which a prudent and competent person would exercise under a given set of circumstances. “Due professional care” applies to an individual who professes to exercise a special skill such as information system auditing. Due professional care requires the individual to exercise that skill to a level commonly possessed by practitioners of that specialty. 2.1.2 Due professional care applies to the exercise or professional judgment in the conduct of work performed. Due care implies that the professional approaches matters requiring professional judgment with proper diligence. Despite the exercise of due professional care and professional judgment, situations may nonetheless arise where an incorrect conclusion may be drawn from a diligent review of the available facts and circumstances. Therefore, the subsequent discovery of incorrect conclusions does not, in and...
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...An effective system of inmate discipline is very important when running a prison or jail. Usually, mentally ill inmates have had few or no protections against discipline routinely applied to their non-mentally ill peers. Arising from recent class action lawsuits challenging the quality of mental health care delivery in the nation’s prisons, prison mental health professionals have been called on to play an increasing role in the inmate disciplinary process. Referral questions include whether an inmate is competent to proceed with disciplinary proceedings and whether mental illness may have contributed to the rule violation. Prison mental health professionals participating in inmate disciplinary proceedings must therefore be familiar with relevant clinical, legal, and ethics issues. Little has been written in the psychiatric literature, however, examining this important role for prison mental health professionals. After first reviewing core legal and constitutional concepts, the author presents the results of a nationwide survey examining the role for mental health professionals in the inmate disciplinary process. To the author’s knowledge, this is the first study to provide a comprehensive review of this subject. Most prison systems have procedures for punishing prisoners who violate prison rules and for removing inmates from the general population for disciplinary or safety reasons. (For the purpose of this article, the terms “prisoner” and “inmate” will be used interchangeably...
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...DUE DILIGENCE MERGER & ACQUISITION BF 2 Wu Yuan (Leo) PRESIDENT UNIVERSITY Definition of Due Diligence Due Diligence term often we read or hear from the media business and law. Suppose the investor will perform due diligence process to the individual/ specific company before deciding to invest. Due diligence is the process of investigation or survey conducted by a party to the other party prior to the signing of the contract of force cooperation among all parties. This process is not a requirement of the law but it is voluntary. But it is really important to do for the sake of prudence prior cooperation or decisions taken into problems later on. Due diligence is a term used for the investigation to the company's performance appraisal or a person, or the performance of an activity to meet the specified standards. The term of this due diligence can be used in showing an assessment of the observance of the law, but the term is generally used to indicate a voluntary investigation activities. Some common examples of the "due diligence" in this example include: * A process of investigation in the implementation of a “business combination” (merger) of acquisition in which an interest in doing and assessment of the company to whom the purchase or appraisal of assets of the company. * An inquiry into the fulfillment of various criteria to the requirements in the certification process of a product or service (e.g. ISO, etc.) The term "due diligence" first came...
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...Running head: HR'S ROLE IN MERGERS Human Resources Role in Mergers and Acquisitions Carole D. Kindt University of Phoenix HCS 427 Human Resources: Principles and Practice in Health Care Tracie Mileski October 19, 2007 Human Resources Role in Mergers and Acquisitions Merger and acquisition is the general term that describes two companies joining to form one larger company (Mergers and Acquisitions (M&A), 2007). Mergers and Acquisitions and corporate restructuring are large parts of the business world. Some of these transactions are friendly and some not so friendly (Mergers and Acquisitions (M&A), 2007). In either case HR should be involved from the beginning of the merger process rather than calling on them post-merger to begin managing the merger at that point (Lindquist, 2007). HR is uniquely qualified to provide the business acumen, analytical skills, and close collaboration with mangers that is needed to handle the organizational and people issues that a merger raises (Lindquist, 2007). When two companies decide to merge they go through a process called due diligence, this process can take anywhere from months to a year, with the average being about 3 months (no author, 2005). HR professionals are valuable partners when they are utilized during due diligence. Due diligence allows the two companies to provide all the documents concerning their organizations, these documents include compensation rates, bargaining agreements, employment contracts and...
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...Alston v. Advance Brands and Importing Company (Page 65) 1. Given the courts reference to the rights of parents in the case of Alston v. Advance Brands and Importing Company, I do not feel there is any alternative theory. This is because, the plaintiffs cannot demonstrate that they have standing because they cannot show redressability or a remedy. 2. If Alston had been the parent of a smoker who suffered a smoking-related illness, Alston still could not allege an injury despite the fact that several different brands of the cigarettes contributed to the injury. There was no law broken by the manufacturer but by both the third-party seller and the underage purchasers. Brower v. Gateway 2000, Inc (Page 74) 1. The way that I would rewrite Gateway’s clause to be sure that it would be judged by the New York courts, would be first to not ask for arbitration before the ICC. Simply make the terms tolerable for the plaintiffs who seek protection of their rights. Furthermore, if the courts find that the defendants are liable then all fees should be refunded. 2. A. In this case the practical implication of Gateway’s loss is that their arbitration clause is unreasonable and burdensome to plaintiffs, it favored Gateway and it chose ICC as the arbitration forum. B. If Gateway had prevailed; it would have changed the cost-benefit analysis involved in deciding whether to settle the case because most of their computers cost less than the required amount from both parties. DiMercurio...
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...DUE DILIGENCE MEMORANDUM TO: JJJ Company FROM: Riordan Manufacturing DATE: September5, 2012 RE: JJJ Company to complete the Due Diligence to complete by- Setember5, 2012- For any transaction takes place. As a result to the investigation of the proposed acquisition, Riordan Manufacturing needs more information from the company to make a firm decision on behalf of the company. Please provide us with the information stated below. Please note this memorandum is designed so you can indicate your response on the form, in substantial time frame. Accordingly, please check all appropriate boxes to the right that apply to you as indicated in the request make sure to indicate whether the boxes is applicable or not applicable and relevant documents or explanation is enclosed. To make sure your response item satisfies the responses request in other items, please so states. Unless something else different is stated, please enclose all requested information for your company and all of its subsidiaries. Make sure that all documents are completed and sign on the last page as indicated in the request and return a copy with the memorandum to Riordan Manufacturing, along with the applicable documents. When sending the documents to the company makes sure to retain a copy to help facilitate the preparation of the schedules to the definitive purchase agreement. All information that is provided will be treated...
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