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Fairness Opinions: Q & A/ Discussion Forum Published: 2010-03-03 00:05:06

Color key: Indicates a topic Indicates a new topic or reply Indicates a reply Topic #5578 View all topics (remove filter) Topic # 5578 2 replies Fairness Opinions Topic: Last Post: ...
fairness opinion disclosure: Q & A/ Discussion Forum Published: 2011-01-03 08:31:24

Color key: Indicates a topic Indicates a new topic or reply Indicates a reply Topic #6218 View all topics (remove filter) Topic # 6218 1 reply fairness opinion disclosure Topic: ...
Fairness Opinions: One Tool in the Board's Toolbox : TheCorporateCouns... Published: 2023-03-31 07:23:44

This Perkins Coie blog provides an overview of the role that fairness opinions can play in helping boards of directors fulfill their fiduciary duties. This excerpt summarizes why ...
Post-Signing Fairness Opinion - Special Considerations: Q & A... Published: 2024-03-22 05:59:24

Topic #12094 View all topics (remove filter) Topic # 12094 2 replies Post-Signing Fairness Opinion - Special Considerations Topic: Last Post: 3/22/2024 10:59:24 AM Subscribe ...
Fairness opinions: Q & A/ Discussion Forum Published: 2005-05-26 07:49:34

Color key: Indicates a topic Indicates a new topic or reply Indicates a reply Topic #964 View all topics (remove filter) Topic # 964 2 replies Fairness opinions Topic: Last Post: ...
Fairness Opinion Background: Q & A/ Discussion Forum Published: 2014-05-02 08:57:59

Color key: Indicates a topic Indicates a new topic or reply Indicates a reply Topic #8051 View all topics (remove filter) Topic # 8051 1 reply Fairness Opinion Background Topic: ...
Form S-4/ Fairness Opinion to Acquiring Board : Q & A/ Discussion... Published: 2013-11-05 09:17:20

Color key: Indicates a topic Indicates a new topic or reply Indicates a reply Topic #7330 View all topics (remove filter) Topic # 7330 3 replies Form S-4/ Fairness Opinion to ...
NASD Fairness Opinion Proposals : TheCorporateCounsel.net Blog Published: 2005-07-01 07:01:31

The NASD has proposed new Rule 2290, which requires certain disclosures and procedures for the issuance of fairness opinions by NASD member firms. This proposal follows up on the ...
Canada: Courts Scrutinize Financial Advisor Disclosure : The... Published: 2017-03-17 06:00:00

This Torys memo discusses a recent case involving market practice regarding financial advisor & fairness opinion disclosure that worked its way through courts in the Yukon. The ...
P. Going Private Rules and Schedule 13E-3: 2.Rule 13e-3 Published: 2025-01-19 12:04:44

Telephone Interpretations Manual P. Going Private Rules and Schedule 13E-3 2. Rule 13e-3 Rule 13e-3 does not require an investment banker who renders a fairness opinion on a going ...
A. Securities Act Sections: 32.Section 3(a)(9) Published: 2025-01-19 12:04:37

provided by Section 3(a)(9) for the issuance of the debt securities simply because it pays an investment banker's fee for a fairness opinion on the terms of the transaction. ...
Inside Track with Broc: Joel Johnson on Fairness Opinions (2... Published: 2025-01-19 12:03:41

Providing practical guidance since 1975. Inside Track with Broc: Joel Johnson on Fairness Opinions (2/23/04) Joel F. Johnson is President of Orchard Partners, Inc. Broc: What is ...
E-Minders November 2007 Published: 2025-01-19 12:03:29

PCAOB Release Internal Control Guidance PCAOB Reports on Inspections of Smaller Audit Firms FINRA/NASD's Fairness Opinion Proposal: Finally Final Section 409A Deadline Postponed! ...
Staff Hall of Famers at Broc's Proxy Conference, Non-GAAP Gems... Published: 2017-11-06 08:35:00

included in the disclosure of financial forecasts provided to the maker of a fairness opinion, e.g., in the the proxy statement seeking approval of an acquisition, are not ...
Conflicts of Interest in M&A : TheCorporateCounsel.net Blog Published: 2005-03-22 05:39:33

On Sunday, the NY Times ran this article about conflicts of interest in M&A transactions, with a particular focus on fairness opinions as the NASD is in the process of reviewing ...
E-Minders February 2006 Published: 2025-01-19 12:03:29

SEC Issues Statement on Financial Penalties New Rules for Special Acquisition Committees and Fairness Opinions? People: Whos Doing What and Where Conference Calendar What's New ...
Rick Alexander on the Business Judgment Rule, Revlon and Unocal... Published: 2018-07-19 10:50:00

This is where amped-up process kicks in, e.g. independent board committee, fairness opinion. But, even there, entire fairness is essentially designed primarily to protect the ...
Civilian Leo Strine, at San Diego : Mike Gettelman's Blog Published: 2020-02-27 11:36:00

This includes advice of the financial advisor that typically goes well beyond the largely boilerplate fairness opinion. Board minutes should reflect the advice given. Directors ...
Comp Committees-The Audit Committee/Auditor Analogy (CE May-June... Published: 2025-01-19 12:04:29

Van Gorkom, 488 A. 2d 858 (Del. 1985), which contributed to the practice of directors seeking fairness opinions from outside experts (e.g., an investment banker) in the takeover ...
Delaware CJ's San Diego Remarks : Mike Gettelman's Blog Published: 2016-01-28 10:30:00

The disinterested board committee and the fairness opinion are good, but disinterested shareholder approval based on fulsome disclosure can be the trump card (pardon my pun). ...
Fiduciary Duties: Conflicts Snare VC Firm in Shareholder Claim... Published: 2018-04-26 06:00:00

control of the company in the round, the board did not use a financial advisor or obtain a fairness opinion and only a "select" group of investors was allowed to participate. ...
E-Minders December 2007 Published: 2025-01-19 12:03:29

... Upcoming Webcasts on DealLawyers.com: Join us on December 6th for the webcast "The Latest on Fairness Opinions" to hear from the experts how, with the new rules from FINRA ...
SPACs: The U.K. Opens Its Doors to Listings : The Mentor Blog Published: 2021-06-30 06:00:00

in the announcement, board and shareholder approval requirements, the use of a fairness opinion to address certain conflicts, and a redemption right for shareholders regardless ...
Full Walkaway CD&A Disclosure (CE November-December 2009) Published: 2025-01-19 12:04:31

to Implement E-Proxy in Year Two" (2/2) DealLawyers.com's webcast-"The Latest on Fairness Opinions" (2/3) Naspp.com's webcast-"Current Developments Impacting Brokers & Transfer ...
Model D&O Questionnaire Items (CE January-February 2010) Published: 2025-01-19 12:04:32

Telling Compensation Committees" (3/16) DealLawyers.com's webcast-"The Latest on Fairness Opinions" (2/3) NASPP's webcast-"Current Developments Impacting Brokers & Transfer Agents ...
Auditor Independence Rules-Transition (CC Jan-Feb 2001) Published: 2025-01-19 12:04:08

providing internal audit services or appraisal or valuation services or a fairness opinion to an issuer will not cause the new rules to impair an accounting firm's independence. ...
E-Minders February 2010 Published: 2025-01-19 12:03:29

... Upcoming Webcasts on DealLawyers.com: Join us on February 3rd for the webcast - "The Latest on Fairness Opinions" - to hear Kevin Miller of Alston & Bird, Steve Kotran of Sullivan ...
Exception from Reg G/Item 10 for Proposed Business Combinations... Published: 2025-01-19 12:04:10

The exemption for these communications (other than those subject to Item 1015, e.g., fairness opinions) covers only "pre-commencement" communications and therefore does not extend ...
E-Minders December 2010 Published: 2025-01-19 12:03:30

... Upcoming Webcast on DealLawyers.com: Join us on February 8th for the webcast - "Recent Developments Regarding Fairness Opinions, Valuation Analyses and Related Topics" - to hear ...
Going Private Transaction - Financial Information: Q & A/ Discussion... Published: 2011-03-08 13:10:18

transaction and in connection with a fairness opinion, a company is including preliminary, unaudited financial results for a just-completed quarter in its Schedule 13E-3 filing. ...
Delaware Departures: "Entire Fairness" Applies to Reincorporation... Published: 2024-02-28 07:02:24

In the 52-page opinion, VC Laster applied the "entire fairness" standard to this fact pattern, which involved a controlling stockholder. This Wilson Sonsini memo summarizes the ...
How to Handle Say-on-Pay -- Two Critical Webcasts (CC Jan-Feb... Published: 2025-01-19 12:04:15

to Ask About Section 6039 Returns" (2/3) -DealLawyers.com webcast - "Recent Developments Regarding Fairness Opinions, Valuation Analyses and Related Topics" (2/8) Back to Top
E-Minders January 2010 Published: 2025-01-19 12:03:29

... Croft of Houlihan Lokey explore the latest trends and developments in fairness opinion practices, including the latest developments under FINRA's rules and a host of new cases. ...
E-Minders November 2010 Published: 2025-01-19 12:03:30

... And join us on February 8th for the webcast - "Recent Developments Regarding Fairness Opinions, Valuation Analyses and Related Topics" - to hear Kevin Miller of Alston & Bird, ...
E-Minders February 2011 Published: 2025-01-19 12:03:30

... Upcoming Webcasts on DealLawyers.com: Join us on February 8th for the webcast - "Recent Developments Regarding Fairness Opinions, Valuation Analyses and Related Topics" - to hear ...
S-4 - revised projection for the proposed business combination... Published: 2023-05-10 03:33:02

Does it need to get an updated fairness opinion? Does the board need to reconvene? Can anyone provide a precedent that I can refer to? Thanks for any help. Reply 5/10/2023 8:33:02 ...
investment banker on the board: Q & A/ Discussion Forum Published: 2012-01-10 05:49:16

Is it common these days for companies to still invite an IB to the board? if you do, can you still hire their firm to do acquisitions? to do fairness opinions? I'm thinking through ...
E-Minders December 2009 Published: 2025-01-19 12:03:29

... Join us on February 3rd for the webcast - "The Latest on Fairness Opinions" - to hear Kevin Miller of Alston & Bird, Steve Kotran of Sullivan & Cromwell, Stuart Rogers of Credit ...
14D-9 Mailing: Q & A/ Discussion Forum Published: 2010-02-15 09:01:25

Here's what I usually recommend: 1. Cover letter from CEO or chairman 2. 14D-9 with three annexes. the first annex is the 14f-1, the second is fairness opinion and third is ...
"Experts" section in prospectus: Q & A/ Discussion Forum Published: 2012-04-22 04:30:44

... to a registration statement also be named in this section - e.g., the firm providing a fairness opinion filed as an exhibit to an S-4? Thanks again for your thoughts on this. ...
Auditor Independence - "Quality of Earnings" Report: Q & A/ Discussion... Published: 2011-10-26 06:56:45

report would fall under one of the specified prohibited non-audit services, specifically the "appraisal or valuation services, fairness opinions, or contribution-in-kind reports"? ...
E-Minders January 2011 Published: 2025-01-19 12:03:30

... Upcoming Webcasts on DealLawyers.com: Join us on February 8th for the webcast - "Recent Developments Regarding Fairness Opinions, Valuation Analyses and Related Topics" - to hear ...
E-Minders November 2009 Published: 2025-01-19 12:03:29

... And join us on February 3rd for the webcast - "The Latest on Fairness Opinions" - Kevin Miller of Alston & Bird, Steve Kotran of Sullivan & Cromwell, Stuart Rogers of Credit Suisse ...
Securities Bulletin Published: 2015-01-30 17:39:14

The year also delivered a series of noteworthy judicial decisions involving the right of a shareholder to tender to a bid, treatment of fairness opinions, corporate disclosure in ...
The NASD's Underwriting Review Process for WKSI Shelf Offerings... Published: 2005-11-16 06:37:26

Here are more notes from that PLI panel, including comments from Elisse on free writing prospectuses and the NASD's outstanding proposal on fairness opinions. Looking for SEC ...
Going Private / Not Current: Q & A/ Discussion Forum Published: 2007-07-10 07:22:23

Aside from all of the numerous considerations regarding a "going private" transaction such as structure, stockholder vote, fairness standards, financial advisor opinion, etc., can ...
Non-GAAP Projections Reconciliation (Item 1015 of Regulation... Published: 2017-09-19 23:14:46

1015 of Regulation M-A (i.e., only provided to the investment banker giving a fairness opinion and thus are included in to 1015(b)(6)) are exempt from reconciliation ...
Two Critical Webcasts: How to Handle the SEC's New Proxy Disclosure... Published: 2025-01-19 12:04:14

Implement E-Proxy in Year Three" (2/2) -DealLawyers.com's webcast-"The Latest on Fairness Opinions" (2/3) -NASPP's webcast-"Current Developments Impacting Brokers & Transfer Agents ...
SEC Clashes With DOJ Over Plea Deal : TheCorporateCounsel.net... Published: 2025-07-31 19:25:53

We have posted the transcript from our recent webcast: "The Latest on PIPEs." New Rules for Special Committees and Fairness Opinions? Trying to minimize repeating my blogs from the ...
Trading window between signing and closing of merger: Q & A/... Published: 2013-09-17 11:16:24

At that point, the public has the background of the merger, whether there were other potential bidders, and the fairness opinion - and most companies open the window at that point ...