FidelityCorp, a bank holding company with $200 billion in assets, owns all the stock in Fidelity Securities,

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FidelityCorp, a bank holding company with $200 billion in assets, owns all the stock in Fidelity Securities, a mutual fund adviser, and also all the stock in Fidelity National Bank. After reviewing a costbenefit analysis, FidelityCorp’s chief executive officer concludes that the enterprise as a whole could achieve savings by combining the internal audit departments of the bank and the mutual fund adviser into a single enterprise-wide internal audit department. She believes that a unified internal audit function will be more comprehensive— and thus will allow fewer matters to fall in the cracks between firms —and also more responsive to the enterprise’s overall risk appetite. You are an outside legal consultant commissioned by the holding company’s board of directors to evaluate this proposal. What would you recommend? Would you make the same recommendation if you were commissioned by the board of directors of the mutual fund adviser?

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