Commitments and Contingencies	6 Months Ended
Dec. 31, 2012
Commitments and Contingencies	Note 7—Commitments and Contingencies *Employment Agreements* Besides the employment contract with the Company’s Chief Executive Officer dated December 20, 2010, there are no employment contracts with any other officer or employee of the Company. There are written agreements with certain employees, which provide for sales commissions or bonuses, subject to the attainment of certain performance criteria or continuation of employment. Such commitments under the various agreements totaled approximately $2.7 million at December 31, 2012. Of this amount, approximately $1.1 million is included in accrued compensation and benefits in the Condensed Consolidated Balance Sheet at December 31, 2012. An additional $0.4 million will be accrued during the remainder of the fiscal year ending June 30, 2013 and thereafter. Approximately $1.2 million represents deferred compensation awards to be issued during the remainder of the fiscal year ending June 30, 2013 and thereafter. *Strategic Relationship* In July 2009, EIP entered into a strategic relationship with New York Life Investments, whereby the MainStay Group of Funds adopted the Company’s family of mutual funds (the “Epoch Funds”). The adoption was completed in November 2009. EIP is responsible for the day-to-day investment management of the funds through a sub-advisory relationship, while MainStay Investments (“MainStay”), the retail distribution arm of New York Life Investments, is responsible for the distribution and administration of the funds. Each former Epoch Fund is now co-branded as a “MainStay Epoch” Fund. In addition to an existing sub-advisory relationship between EIP and New York Life Investments for certain funds, and the adoption of the Epoch Funds indicated above, EIP and New York Life Investments have entered into an arrangement wherein, among other things, EIP and an affiliate of New York Life Investments have established a distribution and administration relationship with respect to certain separately managed account and unified managed account strategies, and for a period of three years commencing November 2009 New York Life Investments agreed to pay certain additional base fees and meet minimum distribution targets. Final payment of additional base fees was received in November 2012. Although there are no longer any additional base fees or minimum distribution targets, the relationship between EIP and New York Life Investments remains ongoing. *Legal Matters* From time to time, the Company or its subsidiaries may become parties to claims, legal actions and complaints arising in the ordinary course of business. *Litigation Relating to the Merger* Shortly after the announcement of the proposed transaction, five purported class action complaints were filed by purported shareholders of Epoch against Epoch, the individual directors of Epoch, and TD. One action was filed in the Supreme Court of the State of New York, County of New York, two were filed in the Delaware Court of Chancery, a fourth was filed in the Supreme Court of the State of New York, County of Nassau, and a fifth was filed in the United States District Court for the Southern District of New York. Specifically, on December 11, 2012, a purported shareholder of Epoch filed an action in the Supreme Court of the State of New York, County of New York, captioned Cindy Goldman TTEE GSS 508 Trust Dated May 16, 2008 v. Epoch Holding Corporation, et al. (the “Goldman Action”). The complaint names as defendants all directors of Epoch, Epoch, and TD. The plaintiff alleges that the directors of Epoch breached their fiduciary duties by approving the proposed transaction with TD, and that TD aided and abetted those alleged breaches of fiduciary duty. Specifically, the lawsuit alleges, among other things, that the Merger Agreement was reached through an unfair process that benefitted the personal and financial positions of the directors of Epoch at the expense of the shareholders of Epoch, that the Merger Consideration is inadequate, and that the deal protection devices in the Merger Agreement have precluded other bidders from making competing offers for Epoch. The plaintiff seeks, among other things, injunctive relief and attorneys’ fees concerning the alleged breaches of fiduciary duty and to prohibit the defendants from consummating the merger. On January 8, 2013, Epoch and its directors (the “Epoch Defendants”) filed a motion to dismiss the complaint or in the alternative to stay the action pending resolution of parallel proceedings in Delaware. The parties thereafter stipulated and the Court ordered that the action be stayed pending the resolution of the related Delaware Action and the Katcher Action described herein. On December 21, 2012, another purported shareholder of Epoch filed an action in the Delaware Court of Chancery, captioned Reich v. Epoch Holding Corporation, et al (the “Reich Action”). Like the Goldman Action, this action alleges that the directors of Epoch breached their fiduciary duties in connection with the proposed transaction with TD, and that both TD and Merger Sub aided and abetted those alleged breaches of fiduciary duty. The Reich Action seeks, among other things, injunctive relief and attorneys’ fees concerning the alleged breaches of fiduciary duty and to prohibit the defendants from consummating the merger. The suit names as defendants all directors of Epoch, Epoch, TD, and Merger Sub. On December 26, 2012, another purported shareholder action was filed in the Delaware Court of Chancery, captioned Hodgson v. Epoch Holding Corporation, et al (the “Hodgson Action”). The Hodgson Action also brings breach of fiduciary duty claims against the directors of Epoch, and aiding and abetting claims against Epoch, TD, and Merger Sub, seeking similar relief. The Epoch Defendants answered the complaint in the Reich Action on December 28, 2012. On January 3, 2013, the Court of Chancery entered an order consolidating the Reich and Hodgson Actions as In re Epoch Holding Corporation Stockholder Litigation (the “Delaware Action”) and appointed lead counsel for the consolidated action. On January 18, 2013 the parties filed a stipulation and proposed order to govern the confidential treatment of discovery materials, which the court granted on January 29, 2013. On January 18, 2013, the plaintiffs filed an unopposed motion for leave to amend their complaint, which the Court granted on January 25, 2013. On January 21, 2013, the parties filed a proposed stipulated scheduling order to govern discovery and any motions for preliminary injunction that the plaintiffs may file, which the Court granted on January 28, 2013. The plaintiffs filed their amended class action complaint on January 25, 2013, which added claims that the director defendants breached their duty of disclosure by omitting or misstating material information in Epoch’s preliminary proxy statement. On February 6, 2013, the Epoch Defendants answered the plaintiffs’ amended complaint. The third-filed action was brought in the Supreme Court of the State of New York, County of Nassau, on December 24, 2012, captioned Katcher v. Epoch Holding Corporation, et al. (the “Katcher Action”). The plaintiffs brought claims similar to those raised in the Goldman Action and Delaware Action against Epoch, the members of Epoch’s board, and TD, and seek declaratory and injunctive relief. The plaintiffs claim that Epoch’s directors breached their fiduciary duties in connection with entering into the proposed transaction with TD, and that TD and Epoch aided and abetted the alleged breaches of fiduciary duty. On January 16, 2013, the Epoch Defendants filed a notice of motion to dismiss the complaint or stay the action pending the resolution of the parallel Delaware Action (the “Motion to Dismiss/Stay”). The plaintiffs filed an amended complaint on January 21, 2013, adding allegations that Epoch’s directors breached their duty of disclosure by omitting or misstating material information in Epoch’s preliminary proxy statement. The plaintiffs also filed a motion on order to show cause providing for expedited discovery (the “Motion for Expedited Discovery”) on January 23, 2013. The plaintiffs filed their brief in opposition to the Motion to Dismiss/Stay on January 25, 2013. On January 29, 2013, the Epoch Defendants filed a cross-motion to stay discovery, and a brief in support of that cross-motion and in opposition to the plaintiffs’ Motion for Expedited Discovery. On January 30, 2013, the Epoch Defendants filed a reply brief in further support of their Motion to Dismiss/Stay. On February 3, 2013, the plaintiffs moved by order to show cause to preliminarily enjoin defendants from refusing to respond to their discovery demands absent a stay of the action or an order of the court (the “February 3rd Motion”). On February 4, 2013, the court set a hearing date of February 13, 2013 to hear the plaintiffs’ February 3rd Motion, and ordered that pending the hearing and determination of the February 3rd Motion, and further order of the court, the defendants must comply with the plaintiffs’ discovery requests. Both the Epoch Defendants’ Motion to Dismiss/Stay and the plaintiffs’ Motion for Expedited Discovery remain pending before the court. On January 24, 2013, another purported shareholder of Epoch filed a similar action in the United States District Court for the Southern District of New York, captioned Wilks v. Priest, et al. The defendants include Epoch, the members of its board, TD, and Merger Sub. The plaintiff brought a claim under Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder regarding the disclosures in Epoch’s preliminary proxy. The plaintiff also brought a breach of fiduciary duty claim and a breach of duty of disclosure claim against the Epoch directors, and an aiding and abetting claim against TD and Merger Sub. The plaintiff seeks, among other things, declaratory and injunctive relief and, if the proposed transaction is consummated, rescission of the transaction or rescissory damages. Epoch and its board of directors believe these claims are entirely without merit, and intend to vigorously defend against these actions. *Lease Commitments* The Company’s operations are located at 640 Fifth Avenue, New York, NY. Business is conducted at this location with approximately 20,000 rentable square feet under long-term non-cancelable operating leases that expire in September 2015. In June 2012, the Company entered into a lease agreement to relocate its operations to 399 Park Avenue, New York, NY. This lease commenced on September 1, 2012 and the Company expects to occupy the new premises after construction is completed, during the third quarter ended March 31, 2013. The new lease is for approximately 39,500 rentable square feet and expires on June 1, 2023. Upon the expiration of the lease term, the lease may be renewed at the Company’s option, for an additional five or ten years. The initial annual base rent is approximately $3.7 million, with rent waived for the first nine months of the lease term. The base rent will increase approximately 10% on or about June 1, 2018. In addition, the lease also contains leasehold improvements incentives whereby the landlord agrees to reimburse the Company for certain leasehold improvements up to approximately $2.6 million within the first five years. The Company is currently searching for a sub-tenant for its present premises in conjunction with its planned relocation. As of December 31, 2012, the Company had approximately $3.8 million of lease payments remaining on its present premises. Any loss in connection with the lease commitment on the present premises will be recognized in accordance with FASB Accounting Standards Codification (“ASC”) 420, Exit or Disposal Cost Obligations. The Company recognizes rent expense ratably over the lease period based upon the aggregate lease payments. The lease period is determined as the original lease term without renewals, unless and until the exercise of any lease renewal option is reasonably assured and also includes any period provided by the landlord as a “free rent” period. Rent expense includes all rental payments specified in the lease, including contractual rent increases, and is reduced by any lease incentives received from the landlord, including those used for tenant improvements. *Share-based Compensation* As of December 31, 2012, there was approximately $9.2 million of total unrecognized compensation cost related to outstanding restricted stock awards. In the normal course, that cost would be expected to be recognized over a weighted-average period of approximately 1.8 years. Upon consummation of the Merger, all unvested shares would become vested and the Company would recognize the full amount of any remaining unrecognized compensation costs. *Other Matters* The Company retained a financial advisor in connection with the proposed Merger. The financial advisor will receive a transaction fee currently expected to be $5.0 million for its services, $1.0 million of which became payable upon the rendering of the financial advisor’s opinion and the principal portion of which is contingent upon completion of the Merger. In addition, the Company has agreed to reimburse the financial advisor for expenses incurred in connection with its engagement.

Note 7—Commitments and Contingencies

Employment Agreements

Besides the employment contract with the Company’s Chief Executive Officer dated December 20, 2010, there are no employment contracts with any other officer or employee of the Company. There are written agreements with certain employees, which provide for sales commissions or bonuses, subject to the attainment of certain performance criteria or continuation of employment. Such commitments under the various agreements totaled approximately $2.7 million at December 31, 2012. Of this amount, approximately $1.1 million is included in accrued compensation and benefits in the Condensed Consolidated Balance Sheet at December 31, 2012. An additional $0.4 million will be accrued during the remainder of the fiscal year ending June 30, 2013 and thereafter. Approximately $1.2 million represents deferred compensation awards to be issued during the remainder of the fiscal year ending June 30, 2013 and thereafter.

Strategic Relationship

In July 2009, EIP entered into a strategic relationship with New York Life Investments, whereby the MainStay Group of Funds adopted the Company’s family of mutual funds (the “Epoch Funds”). The adoption was completed in November 2009. EIP is responsible for the day-to-day investment management of the funds through a sub-advisory relationship, while MainStay Investments (“MainStay”), the retail distribution arm of New York Life Investments, is responsible for the distribution and administration of the funds. Each former Epoch Fund is now co-branded as a “MainStay Epoch” Fund.

In addition to an existing sub-advisory relationship between EIP and New York Life Investments for certain funds, and the adoption of the Epoch Funds indicated above, EIP and New York Life Investments have entered into an arrangement wherein, among other things, EIP and an affiliate of New York Life Investments have established a distribution and administration relationship with respect to certain separately managed account and unified managed account strategies, and for a period of three years commencing November 2009 New York Life Investments agreed to pay certain additional base fees and meet minimum distribution targets. Final payment of additional base fees was received in November 2012. Although there are no longer any additional base fees or minimum distribution targets, the relationship between EIP and New York Life Investments remains ongoing.

Legal Matters

From time to time, the Company or its subsidiaries may become parties to claims, legal actions and complaints arising in the ordinary course of business.

Litigation Relating to the Merger

Shortly after the announcement of the proposed transaction, five purported class action complaints were filed by purported shareholders of Epoch against Epoch, the individual directors of Epoch, and TD. One action was filed in the Supreme Court of the State of New York, County of New York, two were filed in the Delaware Court of Chancery, a fourth was filed in the Supreme Court of the State of New York, County of Nassau, and a fifth was filed in the United States District Court for the Southern District of New York.

Specifically, on December 11, 2012, a purported shareholder of Epoch filed an action in the Supreme Court of the State of New York, County of New York, captioned Cindy Goldman TTEE GSS 508 Trust Dated May 16, 2008 v. Epoch Holding Corporation, et al. (the “Goldman Action”). The complaint names as defendants all directors of Epoch, Epoch, and TD. The plaintiff alleges that the directors of Epoch breached their fiduciary duties by approving the proposed transaction with TD, and that TD aided and abetted those alleged breaches of fiduciary duty. Specifically, the lawsuit alleges, among other things, that the Merger Agreement was reached through an unfair process that benefitted the personal and financial positions of the directors of Epoch at the expense of the shareholders of Epoch, that the Merger Consideration is inadequate, and that the deal protection devices in the Merger Agreement have precluded other bidders from making competing offers for Epoch. The plaintiff seeks, among other things, injunctive relief and attorneys’ fees concerning the alleged breaches of fiduciary duty and to prohibit the defendants from consummating the merger. On January 8, 2013, Epoch and its directors (the “Epoch Defendants”) filed a motion to dismiss the complaint or in the alternative to stay the action pending resolution of parallel proceedings in Delaware. The parties thereafter stipulated and the Court ordered that the action be stayed pending the resolution of the related Delaware Action and the Katcher Action described herein.

On December 21, 2012, another purported shareholder of Epoch filed an action in the Delaware Court of Chancery, captioned Reich v. Epoch Holding Corporation, et al (the “Reich Action”). Like the Goldman Action, this action alleges that the directors of Epoch breached their fiduciary duties in connection with the proposed transaction with TD, and that both TD and Merger Sub aided and abetted those alleged breaches of fiduciary duty. The Reich Action seeks, among other things, injunctive relief and attorneys’ fees concerning the alleged breaches of fiduciary duty and to prohibit the defendants from consummating the merger. The suit names as defendants all directors of Epoch, Epoch, TD, and Merger Sub. On December 26, 2012, another purported shareholder action was filed in the Delaware Court of Chancery, captioned Hodgson v. Epoch Holding Corporation, et al (the “Hodgson Action”). The Hodgson Action also brings breach of fiduciary duty claims against the directors of Epoch, and aiding and abetting claims against Epoch, TD, and Merger Sub, seeking similar relief.

The Epoch Defendants answered the complaint in the Reich Action on December 28, 2012. On January 3, 2013, the Court of Chancery entered an order consolidating the Reich and Hodgson Actions as In re Epoch Holding Corporation Stockholder Litigation (the “Delaware Action”) and appointed lead counsel for the consolidated action. On January 18, 2013 the parties filed a stipulation and proposed order to govern the confidential treatment of discovery materials, which the court granted on January 29, 2013. On January 18, 2013, the plaintiffs filed an unopposed motion for leave to amend their complaint, which the Court granted on January 25, 2013. On January 21, 2013, the parties filed a proposed stipulated scheduling order to govern discovery and any motions for preliminary injunction that the plaintiffs may file, which the Court granted on January 28, 2013. The plaintiffs filed their amended class action complaint on January 25, 2013, which added claims that the director defendants breached their duty of disclosure by omitting or misstating material information in Epoch’s preliminary proxy statement. On February 6, 2013, the Epoch Defendants answered the plaintiffs’ amended complaint.

The third-filed action was brought in the Supreme Court of the State of New York, County of Nassau, on December 24, 2012, captioned Katcher v. Epoch Holding Corporation, et al. (the “Katcher Action”). The plaintiffs brought claims similar to those raised in the Goldman Action and Delaware Action against Epoch, the members of Epoch’s board, and TD, and seek declaratory and injunctive relief. The plaintiffs claim that Epoch’s directors breached their fiduciary duties in connection with entering into the proposed transaction with TD, and that TD and Epoch aided and abetted the alleged breaches of fiduciary duty. On January 16, 2013, the Epoch Defendants filed a notice of motion to dismiss the complaint or stay the action pending the resolution of the parallel Delaware Action (the “Motion to Dismiss/Stay”). The plaintiffs filed an amended complaint on January 21, 2013, adding allegations that Epoch’s directors breached their duty of disclosure by omitting or misstating material information in Epoch’s preliminary proxy statement. The plaintiffs also filed a motion on order to show cause providing for expedited discovery (the “Motion for Expedited Discovery”) on January 23, 2013. The plaintiffs filed their brief in opposition to the Motion to Dismiss/Stay on January 25, 2013. On January 29, 2013, the Epoch Defendants filed a cross-motion to stay discovery, and a brief in support of that cross-motion and in opposition to the plaintiffs’ Motion for Expedited Discovery. On January 30, 2013, the Epoch Defendants filed a reply brief in further support of their Motion to Dismiss/Stay. On February 3, 2013, the plaintiffs moved by order to show cause to preliminarily enjoin defendants from refusing to respond to their discovery demands absent a stay of the action or an order of the court (the “February 3rd Motion”). On February 4, 2013, the court set a hearing date of February 13, 2013 to hear the plaintiffs’ February 3rd Motion, and ordered that pending the hearing and determination of the February 3rd Motion, and further order of the court, the defendants must comply with the plaintiffs’ discovery requests. Both the Epoch Defendants’ Motion to Dismiss/Stay and the plaintiffs’ Motion for Expedited Discovery remain pending before the court.

On January 24, 2013, another purported shareholder of Epoch filed a similar action in the United States District Court for the Southern District of New York, captioned Wilks v. Priest, et al. The defendants include Epoch, the members of its board, TD, and Merger Sub. The plaintiff brought a claim under Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder regarding the disclosures in Epoch’s preliminary proxy. The plaintiff also brought a breach of fiduciary duty claim and a breach of duty of disclosure claim against the Epoch directors, and an aiding and abetting claim against TD and Merger Sub. The plaintiff seeks, among other things, declaratory and injunctive relief and, if the proposed transaction is consummated, rescission of the transaction or rescissory damages.

Epoch and its board of directors believe these claims are entirely without merit, and intend to vigorously defend against these actions.

Lease Commitments

The Company’s operations are located at 640 Fifth Avenue, New York, NY. Business is conducted at this location with approximately 20,000 rentable square feet under long-term non-cancelable operating leases that expire in September 2015.

In June 2012, the Company entered into a lease agreement to relocate its operations to 399 Park Avenue, New York, NY. This lease commenced on September 1, 2012 and the Company expects to occupy the new premises after construction is completed, during the third quarter ended March 31, 2013. The new lease is for approximately 39,500 rentable square feet and expires on June 1, 2023. Upon the expiration of the lease term, the lease may be renewed at the Company’s option, for an additional five or ten years. The initial annual base rent is approximately $3.7 million, with rent waived for the first nine months of the lease term. The base rent will increase approximately 10% on or about June 1, 2018. In addition, the lease also contains leasehold improvements incentives whereby the landlord agrees to reimburse the Company for certain leasehold improvements up to approximately $2.6 million within the first five years. The Company is currently searching for a sub-tenant for its present premises in conjunction with its planned relocation. As of December 31, 2012, the Company had approximately $3.8 million of lease payments remaining on its present premises. Any loss in connection with the lease commitment on the present premises will be recognized in accordance with FASB Accounting Standards Codification (“ASC”) 420, Exit or Disposal Cost Obligations.

The Company recognizes rent expense ratably over the lease period based upon the aggregate lease payments. The lease period is determined as the original lease term without renewals, unless and until the exercise of any lease renewal option is reasonably assured and also includes any period provided by the landlord as a “free rent” period. Rent expense includes all rental payments specified in the lease, including contractual rent increases, and is reduced by any lease incentives received from the landlord, including those used for tenant improvements.

Share-based Compensation

As of December 31, 2012, there was approximately $9.2 million of total unrecognized compensation cost related to outstanding restricted stock awards. In the normal course, that cost would be expected to be recognized over a weighted-average period of approximately 1.8 years. Upon consummation of the Merger, all unvested shares would become vested and the Company would recognize the full amount of any remaining unrecognized compensation costs.

Other Matters

The Company retained a financial advisor in connection with the proposed Merger. The financial advisor will receive a transaction fee currently expected to be $5.0 million for its services, $1.0 million of which became payable upon the rendering of the financial advisor’s opinion and the principal portion of which is contingent upon completion of the Merger. In addition, the Company has agreed to reimburse the financial advisor for expenses incurred in connection with its engagement.