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Commitments and Contingencies
12 Months Ended
Oct. 31, 2020
Commitments and Contingencies [Abstract]  
Commitments and Contingencies

21.Commitments and Contingencies

 

In the normal course of business, the Company enters into agreements that include indemnities in favor of third parties, such as engagement letters with advisors and consultants, information technology agreements, distribution agreements and service agreements. In certain circumstances, these indemnities in favor of third parties relate to service agreements entered into by investment funds advised by EVM, Boston Management and Research, or Calvert, all of which are direct or indirect wholly-owned subsidiaries of the Company. The Company has also agreed to indemnify its directors, officers and employees in accordance with the Company’s Articles of Incorporation, as amended. Certain agreements do not contain any limits on the Company’s liability and, therefore, it is not possible to estimate the Company’s potential liability under these indemnities. In certain cases, the Company has recourse against third parties with respect to these indemnities. Further, the Company maintains insurance policies that may provide coverage against certain claims under these indemnities.

 

The Company and its subsidiaries are subject to various legal proceedings. In the opinion of management, after discussions with legal counsel, the ultimate resolution of these matters will not have a material effect on the consolidated financial condition, results of operations or cash flows of the Company.

Other commitments and contingencies include puts and calls related to non-controlling profit interests granted under the Atlanta Capital Plan (see Note 10).

 

The Company could be subject to litigation related to any failure to complete the merger or related to any legal proceeding commenced against the Company or Morgan Stanley to perform their respective obligations under the Merger Agreement. If the merger is not completed, these risks may materialize and may adversely affect the Company’s businesses, financial condition, financial results, ratings, stock prices and/or bond prices.

 

Contingent Consideration

In the fourth quarter of fiscal 2020, the Company, through its wholly-owned subsidiary Eaton Vance Investment Counsel, acquired substantially all of the assets of WaterOak. This transaction was accounted for as an asset acquisition. As part of the total cost of the acquisition, the Company incurred a contingent liability of $19.3 million (reported within other liabilities on the Company’s Consolidated Balance Sheet) representing future cash payments to be made based on a prescribed multiple of WaterOak’s attributable EBITDA for each twelve-month period ending October 31, 2021, 2022, 2023, and 2024. See Note 10 for further information.

 

Payments to Holders of Stock Options upon Completion of the Merger

Pursuant to the terms of the Merger Agreement with Morgan Stanley, upon the completion of the proposed acquisition of Eaton Vance by Morgan Stanley, each then outstanding and unexercised Eaton Vance stock option, whether vested or unvested, will be deemed to have been vested in full and cancelled and converted into the right to receive a cash payment. The amount of the cash payment will be equal to the excess of the per share cash consideration payable by Morgan Stanley to acquire the Company’s Non-Voting Common Stock as of the closing date over the stock option exercise price (in-the-money amount of the option), plus, for holders of options who continue to provide services to the Company upon completion of the proposed acquisition, the amount by which, if any, the Black-Scholes option value of the option as calculated in the manner prescribed in the Merger Agreement exceeds the in-the-money amount of the option. Holders of vested stock options may continue to exercise their options prior to the closing date. The Company’s obligation to make the aforementioned cash payments to holders of outstanding options is contingent on the close of the transaction. Although the amount of these cash payments may be significant, an estimate of such payments cannot be made since the payment amounts are dependent on both the number of options outstanding at the closing date and various market-based variables that cannot be measured until the closing date, including the price of Morgan Stanley Common Stock.

 

Payment to Unaffiliated Investment Banking Firm upon Completion of Merger

In fiscal 2020, the Company engaged an unaffiliated investment banking firm to provide certain financial advisory services in connection with a potential sale or merger transaction involving the Company. The investment banking firm’s compensation in connection with the Company’s proposed acquisition by Morgan Stanley is contingent upon the completion of the transaction and will be calculated as a percentage of aggregate consideration paid. Accordingly, the Company has not yet recognized any amounts related to the payment as of October 31, 2020.