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In response to news about closing the Kenosha Engine plant, hundreds of auto workers held a rally in May 2009, and appealed to Obama administration officials, and to executives at both Fiat and Chrysler, to reverse the decision to shut down the facility.
The end of 108 years of automaking in Kenosha arrived when the last engine was produced on October 22, 2010.
Ernst & Young's due diligence revealed significant uncertainties about that technology and also revealed the speculative nature of Starbelly's projections.
Credit Suisse provided HA-LO a liquidity analysis of the merged HA-LO/Starbelly entity that indicated potential unmet cash requirements for technology development and other operational needs.
Morgan Stanley In Joyce, 21st Century Telecom Group had engaged Morgan Stanley to act as its financial advisor in a proposed acquisition by RCN Corporation in a stock-for-stock merger.
Apparently, at the beginning of negotiations, RCN was represented by Morgan Stanley as its advisor, while 21st Century was unrepresented.
Each of these said that Credit Suisse would rely and had relied on information (including estimates and projections) furnished by HA-LO and the target and that Credit Suisse had no duty to investigate or verify this information.
These documents also contemplated only one opinion to be provided by Credit Suisse and specified no obligation to update it, as the opinion was based on information available as of its date.
HA-LO renegotiated its credit facility, but apparently with far less borrowing capacity than the Credit Suisse liquidity analysis suggested would be needed post-merger.
Circuit Court of Appeals serve as a reminder to investment banks and their clients that the time expended up front negotiating the terms of an engagement letter is well spent, as these terms can—and do—have significant consequences if the transaction at issue later encounters problems. involved buyers who encountered difficulties following execution of a merger agreement.
The Seventh Circuit decisions reinforce the fact that this contract governs the relationship, and courts will respect that contract and be reluctant to impose any extra-contractual liability or obligations, where sophisticated parties did not clearly intend any. In Joyce, shareholders of the acquired corporation were the plaintiffs.
At that time, the future of the engine plant site in the center of the city remained unknown, and Kenosha city officials were worried.
By October 2011, an agreement was reached to transfer ownership of the property to either the city or the state, with million in federal Troubled Asset Relief Program (TARP) money available to help clean up environmental problems at the site.