Greetings. Here are your Articles for February 2019
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THE NEW JERSEY SUPREME COURT
TO DETERMINE THE SCOPE OF A SHAREHOLDER’S RIGHT TO INSPECT FINANCIAL AND OTHER
COMPANY BOOKS AND RECORDS
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Authored by,
Kenneth L. Moskowitz, Esq.
Steven R. Rowland, Esq.
On December 17, 2018, the New Jersey Supreme Court agreed to review the June 1, 2018 decision of the Appellate Division in Feuer v. Merck & Co., Inc.
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[1]
which narrowly interpreted the statutory right of a shareholder owning a minority interest in a public corporation to inspect the company’s books and records under N.J.S.A. 14A:5-28 (“Statute”) -- which sets forth the statutory inspection rights of a corporate shareholder. The Appellate Division determined that the statutory phrase “books and records of account, minutes, and record of shareholders” did not encompass the broad universe of all corporate documents, but rather only the three types of documents that are identified in the Statute, namely, “books and records of account” -- which are accounting and financial documents; “minutes,” which refers to “shareholders, board and executive committee minutes…;” and, “record of shareholders” -- a list of the corporation’s shareholders. In other words, the Appellate Division narrowly construed the scope of a shareholder’s statutory inspection rights as including only the three categories of documents specifically referenced in the Statute, and it rejected the argument that those inspection rights should be interpreted to include other types of records not mentioned in the Statute.
[1]
455 N.J. Super. 69 (App. Div. June 1, 2018), certif. granted, --- N.J. --- (Dec. 17, 2018).
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From time to time it has been our pleasure to use this newsletter, “Points of Fact,” as a platform for introducing some of the newest leaders in the SobelCo Forensic and Valuation Services Practice, sharing news about the team or keeping you informed about our activities.
This month we would like you to meet Allyson Lynch O’Malley, a member of Sobel Valuations and a valued member of our SobelCo team.
Today Allyson is a Certified General Appraiser (CGA) specializing in commercial and industrial real estate. Attaining the CGA designation requires vigorous education and training, including a bachelor’s degree, 300 additional classroom hours and 3,000 hours working as an apprentice under a licensed appraiser. Earning this certification was a challenge, but it proved to be the perfect complement to her BS degree in Business and Technology and her previous background in real estate.
But this is not where Allyson’s story starts nor where it ends. In fact, for many years prior to 2013 she could never have imagined that she would be pursuing such an exciting and demanding career.
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Rebecca B. Fitzhugh, CPA, CFF, CFE, CIT, CIGA
Member of the Firm, Forensic Accounting/Litigation Services
Rebecca Fitzhugh is a Member of the Firm in Forensic Accounting/Litigation Services and has over eighteen years of experience in forensic accounting, litigation services, and public accounting. She has served clients in industries including government, construction, manufacturing, commercial real estate, nonprofit and retail. Ms. Fitzhugh led the 1 World Trade Center Integrity Monitoring team for the firm and also played a key role in the management of the joint venture through which the firm participated in this project. She has provided expert witness testimony and expert reports in a number of shareholder disputes and other forensic accounting matters.
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Frank Merenda, CVA, ASA, BCA, CMEA, MBA, MSChE
Managing Director, Sobel Valuations LLC
Prior to being named as the Managing Director of Sobel Valuations LLC, a wholly owned subsidiary of SobelCo, Frank L. Merenda served as the President and CEO of EAC Valuations, LLC. Beginning in May 2007, under Frank’s guidance and vision, the firm developed a well-recognized brand as a leader in the valuations community. EAC, formerly known as Enterprise Appraisal Company, provided in-depth and trusted appraisals and valuation reports since 1971, managing engagements around the world and across the street, completing nearly 14,000 appraisals for clients ranging from multi-national, multi-billion dollar Fortune 100 companies and financial institutions, to privately-held, local manufacturing and services companies.
Frank has been certified to provide machinery and equipment, inventory, intangible asset and business entity appraisals including valuation of patents, IPR&D, trade names and trademarks, and proprietary technology, both as stand-alone valuation assignments, and part of a purchase price allocation.
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Megan Kelly, CPA, CFE
Manager, Forensic Accounting/Litigation Services
Megan Kelly is a Manager in Forensic Accounting/Litigation Services. During her eight years at SobelCo, she has worked on a number of challenging forensic assignments for clients including financial institutions, a major telecommunications company, governmental and state agencies, and several closely held businesses. She was also a member of the firm’s 1 World Trade Center Integrity Monitoring team.
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SobelCo. | 973-994-9494 | SobelCoLLC.com
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