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Item 4. Controls and Procedures

2009-10-29 compared with 2009-07-30 · 58 added, 39 removed, 6 unchanged (94% of the section changed)

Controls and Procedures

The Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), after evaluating the effectiveness of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) of the Securities Exchange Act

of 1934, as amended, have concluded that, as of the end of the fiscal quarter covered by this report on Form 10-Q, the Company’s disclosure controls and procedures were effective to provide reasonable assurances that information required to be disclosed in the reports filed or submitted under such Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and such information is accumulated and communicated to management,

including the CEO and CFO, as appropriate, to allow timely decisions regarding disclosures.

There was no change in the Company’s internal control over financial reporting during the quarter ended June 30, 2009 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

OTHER INFORMATION

Legal Proceedings

First Advantage’s subsidiaries are involved in litigation from time to time in the ordinary course of their businesses.

The Company does not believe that the outcome of any pending or threatened litigation involving these entities will have a material adverse effect on our financial position, operating results or

There have been no material changes from the risk factors previously disclosed in the Company’s Form 10-K for Fiscal Year Ending December 31, 2008.

Unregistered Sales of Equity Securities and Use of Proceeds

Defaults Upon Senior Securities

Submission of Matters to a Vote of Security Holders

The annual meeting of the shareholders (the “Meeting”) of First Advantage Corporation (the “Company”) was held on April 28, 2009.

The names of the persons who were nominated to serve as directors of the Company for the ensuing year are listed below, together with a tabulation of the results of the voting with respect to each nominee.

Each of the persons named was recommended by the Board of Directors and Nominating Committee of the Company and all such nominees were elected.

Name of Nominee

Votes Withheld

Parker Kennedy

Anand Nallathambi

David Chatham

Barry Connelly

Frank McMahon

Donald Nickelson

Donald Robert

Jill Kanin-Lovers

The Company’s

Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), after

evaluating the effectiveness of the Company’s disclosure controls and

procedures, as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934,

as amended, have concluded that, as of the end of the fiscal quarter covered by

this report on Form 10-Q, the Company’s disclosure controls and procedures were

effective to provide reasonable assurances

that information required to be disclosed in the reports filed or submitted

under such Act is recorded, processed, summarized and reported within the time

periods specified in the Securities and Exchange Commission’s rules and forms

and such information is accumulated and communicated to management, including

the CEO and CFO, as appropriate, to allow timely decisions regarding

change in the Company’s internal control over financial reporting during the

quarter ended September 30, 2009 that has materially affected, or is reasonably

likely to materially affect, the Company’s internal control over financial

OTHER INFORMATION

See Exhibit Index.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FIRST ADVANTAGE CORPORATION

July 30, 2009

2009, Norfolk County Retirement System filed a Verified Class Action Complaint

in the Court of Chancery of the State of Delaware against First American, First

Advantage and Parker S.

Norfolk County Retirement System contends that

as a result of the June 26, 2009 offer, the defendants breached their fiduciary

duties to the minority public stockholders of First Advantage.

The plaintiff

seeks, among other things, to enjoin the consummation or closing of the

addition, First Advantage’s subsidiaries are involved in litigation from time to

time in the ordinary course of their businesses.

The Company does not believe

that the outcome of any pending or threatened litigation involving these

entities will have a material adverse effect on our financial position,

operating results or cash flows.

have been no material changes from the risk factors previously disclosed in the

Company’s Form 10-K for Fiscal Year Ending December 31, 2008.

Sales of Equity Securities and Use of

Upon Senior Securities

of Matters to a Vote of Security

Exhibit Index.

to the requirements of the Securities Exchange Act of 1934, the registrant has

duly caused this report to be signed on its behalf by the undersigned thereunto

duly authorized.

ADVANTAGE CORPORATION

October 29, 2009

/s/ ANAND NALLATHAMBI

Name Anand Nallathambi

Title Chief Executive Officer

July 30, 2009

Anand Nallathambi

Chief Executive Officer

/s/ JOHN LAMSON

1 unchanged sentence

EXHIBIT INDEX

Third Amended and Restated Services Agreement between The First American Corporation and First Advantage Corporation, effective January 1, 2009.

Certification pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certifications pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certifications pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Amended and Restated Services Agreement between The First American

Corporation and First Advantage Corporation, effective January 1,

Certification

pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to

Section 302 of the Sarbanes-Oxley Act of

Certification

pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to

Section 302 of the Sarbanes-Oxley Act of

Certifications

pursuant to Exchange Act Rule 13a-14(b) and 18 U.S.C.

Section 1350,

as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of