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Proxy Advisory Firms, Institutional Shareholder Services and Glass Lewis, Recommend ZAIS Financial Corp. Stockholders Vote in Favor of the Company's Proposed Merger with Sutherland Asset Management Corporation

RED BANK, N.J., Sept. 19, 2016 /PRNewswire/ — ZAIS Financial Corp. (NYSE: ZFC) (“ZAIS Financial” or the “Company”) today announced that Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis (“GL”), following their detailed review of the transaction, each recommend that ZFC stockholders vote FOR the issuance of shares in connection with ZFC’s merger with Sutherland Asset Management.

In their analysis, ISS cited a number of reasons why ZFC stockholders should vote in favor of the Sutherland transaction, including:

    --  The proposed merger appears to offer higher value than liquidation
    --  The proposed merger mitigates both the cost of terminating ZFC's current
        advisory agreement, and potential litigation exposure related to GMFS

In arriving at its conclusion, GL stated “…we find that the proposed transaction is the result of a thorough sale process that was publicly announced and involved a large number of potential buyers, leaving little doubt that it likely represents the most favorable offer available at the present time, in our view.”

In line with the ISS and GL recommendations, ZFC also urges stockholders to vote FOR all proposals related to the merger at the Company’s special meeting scheduled to take place on September 27, 2016.

Okapi Partners LLC is assisting ZFC with its efforts to solicit proxies. Any stockholders who have questions about voting their shares should call Okapi Partners LLC toll free at (877) 285-5990.

Okapi Partners
Michael Fein / Charles Garske / Teresa Huang

ZAIS Financial Corp. is a real estate investment trust (“REIT”) which originates, acquires, finances, services and manages a diversified portfolio of residential mortgage assets, other real estate-related securities and financial assets. The Company is externally managed and advised by ZAIS REIT Management, LLC, a subsidiary of ZAIS Group, LLC. Additional information can be found on the Company’s website at

SAM is a privately held REIT that originates, acquires, finances, services and manages small balance commercial (“SBC”) loans, Small Balance Administration (“SBA”) loans, and mortgage backed securities (“MBS”) collateralized primarily by SBC loans, or other real estate-related investments. SAM is externally managed and advised by Waterfall Asset Management LLC.

In connection with the proposed merger, the Company has filed a registration statement on Form S-4 (File No. 333-211251) with the Securities and Exchange Commission (the “SEC”) that includes a definitive joint proxy statement/prospectus, which has been mailed or otherwise disseminated to shareholders of the Company and SAM, and will file other relevant documents concerning the merger. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, SAM AND THE MERGER.

Investors and stockholders of the Company and SAM may obtain free copies of the registration statement, the joint proxy statement/prospectus and other relevant documents filed by the Company with the SEC (if and when they become available) through the website maintained by the SEC at Copies of the documents filed by the Company with the SEC are also available free of charge on the Company’s website at The Company’s stockholders may also contact ZAIS Investor Services for additional information by calling 212-827-3773 or emailing

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

The Company, SAM and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s and SAM’s stockholders in respect of the proposed merger. Information regarding the Company’s directors and executive officers can be found in the Company’s Annual Report on Form 10-K filed with the SEC on March 10, 2016, as amended by its Form 10-K/A filed on April 29, 2016. Information regarding SAM’s directors and executive officers can be found in the Company’s registration statement on Form S-4 and amendments thereto filed with the SEC. Additional information regarding the interests of such potential participants is included in the definitive joint proxy statement/prospectus and may be included in other relevant documents filed with the SEC in connection with the merger if and when they become available. These documents are available free of charge on the SEC’s website and from the Company or SAM, as applicable, using the sources indicated above.

This press release contains statements that constitute “forward-looking statements” as such term is defined in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended and such statements are intended to be covered by the safe harbor provided by the same. These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements; the Company can give no assurance that its expectations will be attained. Factors that could cause actual results to differ materially from the Company’s expectations include, but are not limited to, the risk that the merger will not be consummated within the expected time period or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; the inability to obtain stockholder approvals relating to the merger and issuance of shares in connection therewith or the failure to satisfy the other conditions to completion of the merger; risks related to disruption of management’s attention from the ongoing business operations due to the proposed merger; the effect of the announcement of the proposed merger on ZFC and SAM’s operating results and businesses generally; the outcome of any legal proceedings relating to the merger; changes in future loan production; the Company’s ability to retain key managers of GMFS or the Company’s external advisor; availability of suitable investment opportunities; changes in interest rates; changes in the yield curve; changes in prepayment rates; the availability and terms of financing; general economic conditions; market conditions; conditions in the market for mortgage-related investments; legislative and regulatory changes that could adversely affect the business of ZFC or SAM; and other factors, including those set forth in the Risk Factors section of the Company’s most recent Annual Report on Form 10-K filed with the SEC, and other reports filed by the Company with the SEC, copies of which are available on the SEC’s website, The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

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SOURCE ZAIS Financial Corp.

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NZ Law Award finalists announced

Russell McVeagh in abundance: NZ Law Award finalists
19 September 2016

The shortlists for
the remaining NZ Law Award categories were announced today
and Russell McVeagh features as finalists across all awards.
This is a significant achievement and adds to the previously
announced deal categories, of which the firm is already
shortlisted with a total of 11 deals across the five

The remaining award category finalists
were announced today, with Russell McVeagh shortlisted for
Large Law Firm of the Year (>100 employees), Legal Personnel
Employer of Choice (>100 employees), Deal Team of the Year,
Managing Partner of the Year, and Senior Associate Ben
Paterson for Young Private Practice Lawyer of the Year.

Russell McVeagh’s Capital Markets team are competing for
the Deal Team of the Year award against several peer firms.
Russell McVeagh’s Capital Markets team is at the forefront
of all major debt and equity deals, is the only firm
advising NZ banks on Basel III compliant regulatory capital
issues, and has a significant presence in the corporate bond
market, acting for issuers, arrangers and supervisors. Work
includes advising Spark, The Warehouse, Infratil and Goodman
Property Trust, on domestic listed bond issuances.

In the Young Private Practice Lawyer of the Year
category, Russell McVeagh congratulates Senior Associate Ben
Paterson, who has been chosen as a finalist. Ben is a
trusted and highly valued member of the Corporate Advisory
practice group, and has worked on numerous high-profile
mergers and acquisitions in 2015 and early 2016. These
involved a number of the firm’s key corporate clients such
as Pacific Equity Partners, Fonterra, Lion and Oceania

Russell McVeagh would also like to
extend congratulations to all finalists in the In-house Team
of the Year award category, which is sponsored by the

The New Zealand Law Awards bring together
industry leaders to celebrate excellence in the legal
profession, recognising the outstanding achievements of
firms and in-house teams across New Zealand. The 2016 awards
ceremony will be held at The Langham, Auckland on Thursday
17th November.

Congratulations and good luck to all


© Scoop Media

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Firms urged to blacklist erring service providers

Trade Secretary Ramon Lopez has asked the private sector to blacklist service providers that would not comply with the government’s proposal to end the abusive practices of labor contractualization and the so called “endo” (or end of contract) scheme.

The proposed win-win structure by the government is expected to ensure the security of tenure of Filipino workers but crucial to the success of this proposal would be for companies to police the compliance of service providers in terms of giving full benefits to workers, including retirement pay, Lopez told the Inquirer.

“Principal companies must conduct due-diligence and review the breakdowns of its fees to service providers to ensure the benefits are complete and remitted to workers. They can blacklist service providers not complying. Also, the association of legitimate service providers must police its ranks to ensure compliance,” the trade chief added.

Last week, government officials disclosed the planned “win-win structure” that would allow companies to either directly hire employees or outsource certain services from accredited providers. These service providers, however, must take in their hires as permanent employees who will receive full benefits such as SSS, Philhealth, 13th month pay and even a retirement or separation package.

Effectively, the main difference between the proposed win-win structure against the current practice is that the worker is regularized or granted permanent status even under the service provider. Under the current practice, workers can lose their jobs if the contract between the companies and service providers is terminated.

More importantly, Lopez said the retirement benefit or separation pay would be mandatory unlike the current practice wherein only some do this depending on their principals—normally the big companies—who would be willing to pay a little more to the service providers for the retirement fund of the workers.

“This should now become mandatory. In so doing, the workers’ tenure is secured under the service provider. The worker can be redeployed to other principals as needed. In the remote possibility that the service provider has no other customers, the workers can then get retirement or separation pay just like a regular hire in a company,” Lopez added.

According to the trade chief, the win-win structure was premised on the need to have a business policy environment that creates and encourages job and income generation.

“The win-win structure was proposed due to the feedback from the business sector that they are being required now to regularize all employees, in phases, without an option to have a contracting/subcontracting arrangement but where such arrangement should still be allowed under the current law,” Lopez said. Amy R. Remo 

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What does the rest of the world think of Brexit? Newcastle law firm finds out

Foreign businesses view the UK’s vote for Brexit with a mixture of apprehension, uncertainty and optimism, according to research by Newcastle law firm Ward Hadaway.

The company, which also offices in Leeds and Manchester, canvassed opinion from firms in the Geneva Group International, a worldwide body of professional services companies, of which it is a member.

Accountants and lawyers from Europe, Asia, Australia, the Far East and the USA contributed to the Ward Hadaway study, showing a range of opinions on Brexit.

Reactions received ranged from surprise and fears of a downturn in trade to those who thought the move could be a positive one for the UK and for their own country.

Colin Hewitt, partner and head of dommercial at Ward Hadaway, said: “Whilst a lot has been said and written about Brexit from a UK point of view, there has been comparatively little attention paid to what our trading partners make of the vote when in many cases, they will be having to deal with the consequences of Britain leaving the EU almost as much as us.

“As a result, we thought it was important to see what our fellow members of GGI and their countrymen felt about Brexit to get a broader perspective on what it could mean for our clients and for business as a whole.

“GGI has over 500 member firms based in more than 120 countries across the world so it was an ideal way to test the international water on Brexit – and the responses proved to add up to an intriguing mix of opinions and analysis.”

Chief among the responses was the view that Brexit will create greater problems for the EU than Britain, with one saying: “Instead of wracking one’s brains considering the ramifications of Brexit for the UK, it seems to me that the potential consequences for the EU are far more alarming.”

Outside of the EU, an Australian advisor complained that Brexit would remove a link between Australia and the EU, while professions in China and the US also raised concerns that the vote would harm the world economy.

A contribution to the study from India said Brexit could help that country, however, saying that “we believe that Brexit will have a favourable impact on the trade relations between the two countries.”

Mr Hewitt said: “This exercise has produced an intriguing mix of opinions from professionals around the world, demonstrating that Brexit is engaging the minds of people many thousands of miles from the UK.

“It also underlines the fact that, wherever people are from, no-one has all the answers to the many questions which Brexit has brought about.”

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Slowdown in mergers and acquisitions 'may hit profits at law firms'

Britain’s leading law firms fear the slide in merger and acquisition (M&A) activity could deal a blow to profits.

Law firm finance directors have predicted a bright outlook for the technology sector
Law firm finance directors have predicted a bright outlook for the technology sector

The number of finance directors at the top 100 law firms who fear that M&A weakness will hit financial performance has risen to nearly a quarter – up 8% compared to 2015, according to research by Thomson Reuters Legal.

Global M&A activity dropped 18% in the first quarter of this year compared to 2015, as firms grapple with a Brexit vote blow to business confidence, a slowdown in China, and the ongoing oil price slump.

The UK has also experienced a slowdown in initial public offerings on the London Stock Exchange, slipping from 137 in 2014 to 92 last year, separate research from PwC revealed.

Samantha Steer, Thomson Reuters UK&I Legal’s director, large law segment, said: “The buoyancy in M&A transaction volumes last year was a key driver of profitability for law firms, but further growth was in question even before the Brexit vote and will be even more so now.

“M&A transactions are a vital source of work for law firms, both in themselves and because they generate a significant amount of workflow across a range of other practice areas. If fears that corporate finance activity is weakening are realised, that could rattle the sector.”

Law firm finance directors have predicted a bright outlook for the technology sector, with 28% forecasting a rapid growth in work, the report said.

However, they are more downcast about the prospects for the mining industry, as they expect the sector to contract this year.

Ms Steer added: “The slump in commodity prices caused by a glut in world supply of metals and a slowdown in China has created an environment where 80% of finance directors expect work from the mining sector to stagnate or contract in 2016 – the highest proportion of any area of work.”

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British Law Firm Drops Use Of 'Dear Sirs' To Go Gender Neutral

London:  One of the UK’s leading law firms has taken a lead to drop the use of the traditional “Dear Sirs” from its legal documentation in favour of a more gender neutral term “Dear Sir or Madam”.

Freshfields Bruckhaus Deringer said it has stopped using the phrase from this weekend.

In the UK, the firm will now address all communications to “Dear Sir or Madam”, while in the US all correspondence will start with “Dear Ladies and Gentlemen”.

Equivalents in Cantonese, Mandarin and European languages have also been agreed across Freshfields’ global network. “It is a relatively small change, but it is a significant point and you notice that when everyone immediately accepts that the change needs to happen.” Freshfields’ joint managing partner Chris Pugh told The Observer.

“I hope it will shed light on other things that we might inadvertently be doing that risk alienating people we communicate with – not only people at Freshfields but clients and other professionals as well,” he said.

The firm implemented the change after one of its London associates researched legal documents from the last 10 initial public offerings of private company shares.

It found 81 law firms and banks exclusively used “Dear Sirs” on letters and communications during the process. Sam Smethers, chief executive of the Fawcett Society, the UK’s largest charity for women’s rights, said the change was long overdue.

She said, “It is to be welcomed, but it is pretty basic stuff which we should all be doing really. I still get referred to as ‘Mr Sam Smethers’ by the media, despite being the chief executive of a women’s charity.

“We have to think about the language we use as it reveals the assumptions and decisions being made. Even Parliament continues to use ‘he’ in legislation, the assumption being that will refer to everyone. We should be looking at gender neutral language for our legislation too,” Smethers added.

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Quindell’s ousted founder buys back loss-making firms

The loss-making property businesses that scandal-hit Quindell sold for £1 have been quietly re-acquired by Rob Terry, the insurance outsourcer’s controversial founder.

Indro Mukerjee, Mr Terry’s successor at the helm of Quindell, offloaded the company’s insulation and property maintenance businesses to the Be Smart Group in January, crystallising a £4.2m loss on the deal.

It has now emerged that following the sale, Quob Park Estate (QPE), the investment vehicle set up by Mr Terry after he was ousted, took ownership of Be Smart earlier this year.

The deal signals the latest attempt by Mr Terry to rebuild his business interests in the shadow of a Serious Fraud Office (SFO) investigation into Quindell’s accounts under his leadership.

According to filings with Companies House, Mr Terry and his wife were appointed directors of Be Smart on Sept 6. When asked by The Telegraph how much he paid for the assets that Watchstone sold to Be Smart for a nominal sum, he said: “All I can say is it’s in the millions.”

Be Smart was owned by Ben Williams, who had been a director of the two businesses before Quindell sold them.

Mr Terry expanded Quindell through an acquisition spree that turned it from a golf club into a sprawling insurance outsourcer and law firm, with, at its height, a stock market value of £2.7bn.

A scandal erupted after he was ousted in 2014 following opaque share dealings. The controversy deepened last year when Quindell’s new management shocked investors by drastically revising the results it reported under Mr Terry, which showed the business had been loss-making when it had previously said it was profitable.

The SFO launched a probe into Quindell – since renamed Watchstone – within hours of the restatements.

Mr Williams did not return a request for comment.

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Indiana lawmaker lands job with company at center of vaping law

INDIANAPOLIS – A state lawmaker who supported legislation that made a single company the only one in Indiana that can certify firms to make the liquid used in e-cigarettes says he sees no conflict of interest in his taking a job with that company.

Republican state Rep. Alan Morrison of Terre Haute voted in favor of bills passed in 2015 and 2016 that, because of their wording, required any company wanting to produce e-liquid for sale in Indiana to be certified by Lafayette-based Mulhaupt’s Inc.

Morrison began work in May as a sales consultant for General Alarm Co., a division of Mulhaupt’s.

He tells the Indianapolis Business Journal that it “would be more than a stretch” to say that he benefited from the laws he helped pass.


Information from: Indianapolis Business Journal.

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Op-ed: Don't let anti-trust law derail Utah innovation

The word “innovation” has become so common that we tend to forget what remarkable leaps have been made in convenience and opportunity by the technology sector. Shopping, travel and daily communications can be handled anywhere using a smartphone.

Many significant advances come to market from big companies in the tech sector. Unfortunately, since the financial crisis, there has been a prevailing thought in America that “big” is bad. This sentiment started with financial institutes, but in Washington, some are starting to question whether the theory holds for other industries as well.

Antitrust laws are essential to prevent genuine monopolistic conduct. In fact, to date, enforcement of the antitrust laws in the technology sector has simultaneously allowed businesses to innovate and grow and prevented harmful conduct. Now some are proposing upsetting this delicate balance by applying century-old laws, drafted for railroads and oil monopolies, to the technology industry in new and heavy-handed ways.

These proposals threaten innovation, the economy and the convenience and benefits we as consumers reap from these advances.

A continuous cycle of startups and acquisitions has contributed directly to both these new innovations and economic growth and new jobs. The Progressive Policy Institute reported they found a clear association between periods of heavy technology acquisition and economic growth and employment gains in the tech sector, with employment tracking acquisitions.

Utahns see the benefits of the tech jobs and economic growth more than most areas of the country. Earlier this summer, the Kauffman Index of Growth Entrepreneurship ranked Utah No. 1 small state for entrepreneurial activity. The components measures used include rate of startup growth, share of scaleups and high growth company density.

The dream of many smaller startups is to be acquired by larger firms, which have the expertise to bring the startups’ technologies to market and helping develop more complex products and services. Because investors know that acquisitions mean they will receive a return on their investment, they are more likely to invest in new startups — creating a “virtuous circle” that maximizes innovation. In addition, the tech sector’s constant innovation creates new markets, leading to more competition. For instance, Google’s purchase of data company Keyhole led to Google Earth, and its acquisition of Android led to the smartphone operating system of the same name – products that were then integrated into the Google Maps app we all rely on.

The economic impact of tech’s acquisition pattern is considerable: according to the Martin Prosperity Institute, in the last five years, Provo has topped the nation’s cities in job growth — boasting 26.8 percent increase and also ranked first in mid-wage job growth – much of which can be attributed to tech startups and investment in the area.

Implementing out of date antitrust laws on this industry could have dire consequences, which could force regulators to put a full stop on innovation by preventing these acquisitions and ignoring their positive economic and social effects. By interfering with acquisitions, antitrust regulators could harm the development of innovative new technologies and services that have the potential to tremendously benefit consumers and businesses.

This interference also risks harming the lively startup culture that has proved so critical in sparking American innovation. Utah’s startups could be starved of investment at the same time that raising money through more traditional means is more difficult because of turmoil in the IPO market. Finally, by limiting the growth of the technology sector, regulators would ultimately endanger economic growth and job creation.

For the sake of consumers, Utah jobs and our economy, we must ensure our antitrust laws continue to be enforced in ways that promote American technological innovation.

Rep. Keith Grover represents Orem and Provo in the Utah State House. Sen. Margaret Dayton represents portions of Utah County.

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