Diamond Management & Technology Consultants

A Whole Mess of People Aren’t Impressed with PwC’s Offer to Buy Diamond M&T’s Stock

PwC isn’t necessarily to blame, mind you, at least not yet. As it stands, Faruqi & Faruqi are investigating Diamond’s Board of Directors for accepting the $12.50 offer that PwC made last month.

F&F cites “at least one financial analyst values Diamond’ common stock at $14.00 per share,” hence, gypping investors. This is just the latest in a long line of investigations that were announced since the deal was announced. HOWEVER!


As far as we can tell only one actual lawsuit has been filed, in Delaware and it also notes that the deal was structured “that bars other bidders from making an offer” and includes a $9 million termination fee.

Faruqi & Faruqi, LLP, a leading national securities firm headquartered in New York City, is investigating the Board of Directors of Diamond Management & Technology Consultants, Inc. (?Diamond? or the ?Company?) (NasdaqGS: DTPI) for potential breaches of fiduciary duties in connection with their conduct related to the sale of the Company to PricewaterhouseCoopers LLP (?PricewaterhouseCoopers?). The proposed transaction offers Diamond shareholders to only receive $12.50 in cash for each share they own. According to Thomson/First Call, at least one financial analyst values Diamond’ common stock at $14.00 per share.

Whether the Diamond’ Board of Directors breached their fiduciary duties to Diamond’ stockholders by failing to conduct an adequate and fair sales process to sell the Company prior to agreeing to this proposed transaction, whether the proposed transaction undervalues Diamond shares and by how much this proposed transaction undervalues the Company to the detriment of Diamond shareholders are the key focus of this investigation.

Faruqi & Faruqi, LLP is a national law firm which represents investors and individuals in class action litigation. The firm is focused on providing exemplary legal services in complex litigation in the areas of securities, shareholder, antitrust and consumer litigation, through all phases of litigation. The firm has an experienced trial team which has achieved significant victories on behalf of the firm’s clients.

Faruqi & Faruqi, LLP Announces Investigation Related to the Acquisition of Diamond Management & Technology Consultants, Inc [Business Wire]
PWC, Diamond Management Sued Over $378 Million Buyout [Bloomberg BusinessWeek]

Accounting News Roundup: IRS Drops Civil Suit Against UBS; PwC’s Diamond Deal; Roni Deutch Is Disappointed in Jerry Brown | 08.27.10

I.R.S. to Drop Suit Against UBS Over Tax Havens [DealBook]
UBS is finally dropping those 4,450 names it owes the IRS and skates past the civil charges.

3PAR Accepts Revised Dell Takeover Bid [WSJ]
“3PAR Inc. on Friday accepted an increased, $1.8 billion takeover offer from Dell Inc., a day after Hewlett-Packard Co. raised its offer in a bidding war for the data-storage company.

Dell’s revised offer matches H-P’s Thursday bid of $27 a share for 3PAR, whose software helps companies manage and store data more efficiently.

The fight over 3PAR illustrates how important it has become for tech companies to dominate the emerging technology known as cloud computing, in which data are managed and accessed over the Internet. Dell and H-P both sell storage products and see 3PAR’s assets as important additions to their portfolios as large technology companies seek to serve all the needs of corporate-technology departments.”

When Litigation Kills the Accounting Profession-Don’t Say You Weren’t Warned! [FEI Blog]
Jim Peterson of Re:Balane guest posted over at FEI Blog where he discussed his speciality – risk surrounding the Big 4.

PricewaterhouseCoopers Trying To Buy Consulting Revenue Again With Diamond Deal [Re:The Auditors]
Francine McKenna discusses PwC’s recently announced purchase of Diamond Management & Technology including whether some of Diamond’s consultants bailed early to avoid becoming a cog in the another public accounting firm, “Did some of the employees bail out before they were signed on as sterile strategists for an ineffective firm struggling under the weight of consulting ‘leadership’ with audit-shaped heads? I know for sure that there were significant groups of BearingPoint consultants that would have rather masticated glass shards than work for a public accounting firm again.”


Official Statement [Roni Deutch: The Tax Lady Blog]
Roni Deutch says Jerry Brown, California’s Attorney General-cum-Democratic nominee for Governor, is playing election year politics. Seems plausible.

Finance Execs React to Herz’s Retirement [CFO]
No one is panicking.

SEC vows more actions over crisis [FT]
The FT is finally getting to the story about the SEC bringing more actions, changing the culture with new teams, yada, yada, yada. Except not everyone is buying it, “[S]everal judges have questioned the SEC’s deals with Citigroup and Bank of America, and some plaintiffs’ lawyers believe the regulator has been too soft.

‘There’s no real difference now to what it was like before Mary Schapiro became chairman,’ said Jacob Zamansky, a lawyer for investors and longtime SEC critic.”

Boeing Postpones Dreamliner Delivery Until 2011 [WSJ]
You’ll have to come up with a different Christmas gift for the boss this year.

Accounting News Roundup: Wells Fargo Comes Out Against FASB Fair Value Proposal; PwC Buying Diamond Management; MLB Teams Financials Leaked | 08.24.10

Wells Fargo “Strongly” Opposes Accounting Board’s New Rules on Loan Value [Bloomberg]
“Wells Fargo & Co., the largest home lender in the U.S., said it disagrees with an accounting board’s plan that would require banks to report the fair value of loans on their books.

‘We strongly oppose the expansion of fair value as the primary balance-sheet measurement attribute for virtually all financial instruments,’ Wells Fargo Controller Richard Levy wrote in the Aug. 19 letter. ‘It will only serve to cement a short-term focus on fair-value measures.’

Wells Fargo is the first of the largest U.S. banks to publish its p writers who named an affiliation, according to the Financial Accounting Standards Board website. The letter was written to officials at the board, which said in May that it may require banks to report the fair value and amortized cost of loans and some other financial instruments on their balance sheets.”

PricewaterhouseCoopers to Buy Consulting Firm Diamond Management [WSJ]
PwC is paying $378 million for Diamond Management & Technology Consultants, “[share]holders will get $12.50 a share, a 31% premium to Monday’s closing price. The stock, up 29% in 2010 through Monday, was last at the bid level three years ago.

‘This is an attractive all cash opportunity for our stockholders, creates exciting prospects for our people, and will provide us new and enhanced capabilities to bring to our clients,’ said Diamond President and Chief Executive Adam Gutstein. ‘There’s a clear strategic fit between PwC’s assets and aspirations and Diamond’s positioning.’ ”

Return prudence to accounting [FT]
“What a pity that ultra-theoretical standard-setters around the world have chosen to jettison prudence, a generally accepted accounting convention derived from more than 100 years of experience. This high-risk approach has led to absurdly lengthy and unrealistic annual reports that are now virtually incomprehensible.”

Sex Harassment at Work Gets Weirder, Scarier [Bloomberg]
“Not that I think it’s weird that a brokerage firm chief executive would pin a female clerk on the floor by putting his shoe on her breast (the right one, if you must know), or that some insurance company guy in Fullerton, California, would put a sample of his semen in a female colleague’s water bottle. Twice.

But it did get my attention when I started leafing through this year’s press releases from the U.S. Equal Employment Opportunity Commission and found a case where a supervisor allegedly said that women should outfit themselves in Vaseline, and nothing else; one where a manager in human resources (yes, in human resources) allegedly inquired as to the color of an assistant’s panties; and a case against a company president who the EEOC says pulled a subordinate’s pants down in front of her coworkers.”


Borders CFO resigns for new job [Reuters]
Mark Bierley is moving on after 12 years for a new gig.

Businesses Add iPads to Their Briefcases [WSJ]
“Apple, which said it sold more than three million iPads through the end of June, attributes some of the device’s success to businesses. The Cupertino, Calif., company’s Chief Operating Officer Tim Cook said in July that ‘very surprisingly’ half of the Fortune 100 are testing or deploying iPads.

More than 500 of the 11,000-plus applications built specifically for the iPad are in the business category. A free app from Citrix Systems Inc., which allows people to access internal corporate programs from the iPad, has been downloaded more than 145,000 times.

‘Everyone in IT is jumping on this one,’ said Ted Schadler, an analyst at Forrester Research. ‘Rather than wait for people to start complaining they’re saying why don’t we get a few of them in and see what they are good for.’ ”

MLB Confidential: The Financial Documents Baseball Doesn’t Want You To See, Part 1 [Deadspin]
Deadspin got their hands on financial statements for several Major League Baseball teams and even the lowliest of clubs – namely the Pittsburgh Pirates – make truckloads for their owners: $20.4 million in partner distributions for fiscal year ’08.

The sports rag also has financial statements for the Tampa Bay Devil Rays, Florida Marlins and L.A. Angels. And as you might expect, people (MLB and the clubs’ people) are not happy.