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One of Your Corporate Clients Comes to You Asking for Advice

question 20

Essay

One of your corporate clients comes to you asking for advice regarding a proposed merger with XYZ Company. You (a)issue an opinion concerning the FMV of XYZ, (b)prepare pro forma financials for the merged entity to be, (c)draft shareholder resolutions for your client approving the proposed merger, (d)file a shareholder proxy statement with the U.S. Securities and Exchange Commission, and (e)advise your client's board of directors concerning the advantages of a Type A versus a Type B reorganization. Which of these activities, if any, constitutes the unauthorized practice of law?


Definitions:

Average Operating Assets

The average value of the assets used in the normal operations of a business over a period.

Stockholders' Equity

Stockholders' Equity is the portion of a company's assets that belongs to shareholders after all liabilities have been subtracted, also known as shareholders' equity.

Net Operating Income

Earnings from a company’s primary business activities, discounting the effects of financing and tax considerations.

Residual Income

The net operating income that an investment center earns above the minimum required return on its operating assets.

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