1397821--2/26/2009--Duff_&_Phelps

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Risks Related to Our Business The continued economic downturn, decline in global financial markets and other conditions beyond our control may materially and adversely affect our business, results of operations, financial condition, access to funding and the market price of our Class A common stock Our liquidity, financial position and profitability could be adversely affected by deterioration in U.S. and international credit markets and economic conditions Our clients may be unable to pay us for our services Our business operates in a highly competitive environment where typically there are no long-term contracted sources of revenue and clients can terminate engagements with us at any time The financial advisory and investment banking industries are highly competitive, and we may not be able to compete effectively Our inability to hire and retain talented people in an industry where there is great competition for talent could have a serious negative effect on our prospects and results of operations Our inability to retain our senior management team and other key personnel would be detrimental to our business Revenues from our success-based engagements are difficult to predict, and the timing and extent of recovery of our costs is uncertain Our financial results could suffer if we are unable to achieve or maintain adequate utilization and suitable billing rates for our client service professionals The profitability of our fixed-fee engagements with clients may not meet our expectations if we underestimate the cost of these engagements Fees earned in connection with assignments in the bankruptcy context may be subject to challenge and reduction We have incurred losses and may incur losses in the future, which may impact our ability to implement our business strategy and adversely affect our financial condition Fluctuations in our quarterly revenues and results of operations could depress the market price of our common stock Potential conflicts of interest may preclude us from accepting some engagements Our ability to maintain and attract new business depends upon our reputation, the professional reputation of our client service professionals and the quality of our services Our intellectual property rights in our Duff Phelps name are important, and any inability to use that name could negatively impact our ability to build brand identity Our engagements could result in professional liability, which could be very costly and hurt our reputation If the number of debt defaults, bankruptcies or other factors affecting demand for our restructuring advisory services declines, or we lose business to new entrants into the restructuring advisory business that are no longer precluded from offering such services due to changes to the U.S. Bankruptcy Code, our restructuring advisory business revenue could suffer Legal and regulatory restrictions on our clients may reduce the demand for our services Changes in laws, regulations or accounting standards may adversely affect our business We are subject to extensive regulation in the financial services industry Our operations and infrastructure may malfunction or fail Our historical financial information may not be comparable to our results for future periods Acquisitions may disrupt our operations or adversely affect our results If we are unable to manage the growth of our business successfully, we may not be able to sustain profitability Expanding our service offerings or number of offices may not be profitable and our failure to manage expansion successfully could adversely affect our revenues and results of operations Our international operations create special risks Employee misconduct could harm us and is difficult to detect and deter Risks Related to Our Organization and Structure Our only material asset is our ownership of D P Acquisitions, and we are accordingly dependent upon distributions from D P Acquisitions to pay dividends, if any, taxes and other expenses The Company is controlled by the existing unitholders of D P Acquisitions, whose interests may differ from those of our public stockholders We are required to pay the existing unitholders of D P Acquisitions for certain tax benefits Our amended and restated certificate of incorporation contains a provision renouncing our interest and expectancy in certain corporate opportunities identified by Lovell Minnick and Vestar Risks Related to Our Class A Common Stock The market price and trading volume of our Class A common stock may be volatile, which could result in rapid and substantial losses for our stockholders Our Class A common stock price may decline due to the large number of shares eligible for future sale and for exchange into Class A common stock Anti-takeover provisions in our charter documents and Delaware law could delay or prevent a change in control The requirements of being a public company may strain our resources, divert management s attention and affect our ability to attract and retain qualified board members

Full 10-K form ▸

1397821--2/26/2009--Duff_&_Phelps_Corp