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Results from: TheCorporateCounsel.net
  1. New U.S. Trade Fraud Task Force: Heightened Enforcement & Compliance... Published: 2025-09-12 12:51:18
    enforcement plan, titled Focus, Fairness, and Efficiency in the Fight Against ... This alert should not be construed as legal advice or a legal opinion on any specific ...
  2. March 1999 Supplement: 99 Supp: A. Securities Act Sections Published: 2025-01-19 12:04:46
    ... and reorganizations often describe or include opinions from investment bankers on the financial fairness of the transaction to prospective purchasers in the transaction. ...
  3. Cover:Layout 1.qxd Published: 2007-05-07 10:57:56
    ... and implementation; (iii) appraisal or valuation services, fairness opinions, or contribution-in-kind reports; (iv) actuarial services; or (v) internal audit outsourcing services. ...
  4. I Published: 2008-06-26 13:56:13
    law exception to the Class Action Fairness Act (CAFA) general grant of federal ... Amalya L. Kearse, over a dissenting opinion written by Judge Rosemary S. Pooler, the ...
  5. Microsoft Word - 2009-01-22 _v 2_ Guidance for Auditors of Smaller... Published: 2025-02-27 11:59:04
    ... To express an opinion on the fairness with which the financial statements present, in all material respects, financial position, results of operations, and its cash flows in ...
  6. Alert Memo Published: 2006-02-27 10:15:00
    ... (communications relating to a tender offer) under the Exchange Act and Item 1015 of Regulation M-A (disclosure relating to fairness opinions and the underlying analyses). ...
  7. FIDUCIARY DUTIES AND CLIMATE CHANGE IN THE UNITED STATES Sarah... Published: 2023-05-11 15:42:40
    ... that the Delaware directors were grossly negligent. The court did not require a fairness opinion by outside investment bankers as a matter of law, although that would have been ...
  8. This sample questionnaire is the work product of a national coalition... Published: 2022-01-11 15:56:08
    ... in a savings and loan conversion or a bank offering or the preparation of a fairness opinion pursuant to Rule 13e-3; and (b)advisory or consulting services provided to the ...
  9. INSIGHTS Published: 2020-05-12 17:05:11
    ... commenc- ing with the 1994 opinion in Kahn v. Lynch Communication Systems, Inc. 2 In Lynch, the Court held that the rigorous entire fairness standard of review-requiring an ...
  10. FIDUCIARY DUTIES AND CLIMATE CHANGE IN THE UNITED STATES Sarah... Published: 2021-10-27 16:09:28
    ... that the Delaware directors were grossly negligent. The court did not require a fairness opinion by outside investment bankers as a matter of law, although that would have been ...
  11. Delaware Supreme Court Provides Much-Anticipated Clarity on.... Published: 2025-02-07 09:18:58
    ... non-ratable benefit triggering entire fairness review [and that] given that ... Importantly, the court notes in a footnote to the opinion that if directors or controllers ...
  12. <<Brochure Title>> Published: 2017-02-16 17:59:39
    ... if the transaction value exceeds a higher threshold amount, the Issuer obtains a fairness opinion from an independent investment bank, accounting or appraisal firm (although often ...
  13. NYSCEF DOC. NO. 80 Published: 2018-04-16 14:52:49
    ... XC has not relied on any fairness opinion issued by any financial advisor to FH in respect of the Transactions. ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF FH Except as (X) set ...
  14. _kn103!.DOC Published: 2004-02-26 20:25:10
    ... The committee shall be organized such that the fairness and independence of the nomination pro- cess are ensured. (II.3.1) The opinions of shareholders other than the controlling ...
  15. Microsoft Word - PCAOB Release No. 2003-017 Proposal - Internal... Published: 2003-10-14 14:49:54
    ... In a financial statement audit, the auditor attests to the fairness of a company's ... Nevertheless, the integrated audit results in two opinions: one on internal control over ...
  16. I Published: 2003-07-11 01:08:58
    ... systems design and implementation; (3) appraisal or valuation services, fairness opinions, or contribution-in-kind reports; (4) actuarial services; (5) internal audit ...
  17. U.S. Equity Markets for Foreign Issuers: Published: 2007-05-07 11:57:02
    ... implementation; (iii) appraisal or valuation services, fairness opinions, or contri- bution-in-kind reports; (iv) actuarial services; or (v) internal audit outsourcing services. ...
  18. C:\Users\MWBARK~1\AppData\Roaming\SoftQuad\XMetaL\7.0\gen\c\CHOICE... Published: 2025-06-23 09:33:51
    ... Subtitle B-Administrative Enhancements Sec. 721. Advisory opinions. VerDate 0ct 09 2002 ... Sec. 722. Reform of Consumer Financial Civil Penalty Fund. Sec. 723. Agency pay fairness. ...
  19. TheCorporateCounsel.net's Non-GAAP Financial Measures Handbook Published: 2025-05-29 10:59:18
    ... 2025-2026 EP Executive Press, Inc. * Item 1015 of Regulation M-A (requiring disclosure of appraisals, fairness opinions and other third-party reports under certain circumstances). ...
  20. UNITED STATES PROXY PAPER Published: 2014-11-05 12:53:05
    ... is permitted to amend the offer, reduce the offer, or otherwise change the terms; * There is no fairness opinion requirement; and * There is a low to no premium requirement. ...
  21. GUIDELINES UNITED STATES PROXY PAPER(tm) AN OVERVIEW OF THE GLASS... Published: 2016-11-18 18:04:13
    ... is permitted to amend the offer, reduce the offer, or otherwise change the terms; * There is no fairness opinion requirement; and * There is a low to no premium requirement. ...
  22. Fiduciary Liability Limitations Under Nevada Law Trigger Entire... Published: 2024-02-26 09:55:12
    Fiduciary Liability Limitations Under Nevada Law Trigger Entire Fairness Review of ... by the law firm Venable LLP. It is not intended to provide legal advice or opinion. ...
  23. Raising Capital in the United States - a guide to using MJDS... Published: 2021-09-08 11:16:33
    ... systems design and implementation; * appraisal or valuation services, fairness opinions, or contribution-in-kind reports; * actuarial services; * internal audit ...
  24. Microsoft Word - LitFeb07_revised.DOC Published: 2007-02-11 16:52:42
    ... of order and fairness; finality and clarity; and orders with penal consequences. STIKEMAN ELLIOTT LLP: LITIGATION UPDATE, FEBRUARY 2007 3 A Difference of Opinion The difference ...
  25. THE LAW SCHOOL HOW MANY FIDUCIARY DUTIES ARE THERE IN CORPORATE... Published: 2009-08-25 10:29:12
    ... rule and the directors were to fail to establish fairness. Some have assumed that damages would follow automatically. I do not believe that is a fair reading of the opinion. ...
  26. TheCorporateCounsel.net's Social Media Handbook Published: 2025-05-21 12:13:22
    ... Do advisors need to be trained about what they can post on social media about their clients? Answer: A fairness opinion is a highly stylized piece of work that can't be summarized ...
  27. UNITED STATES PROXY PAPER Published: 2015-11-16 09:12:44
    ... is permitted to amend the offer, reduce the offer, or otherwise change the terms; * There is no fairness opinion requirement; and * There is a low to no premium requirement. ...
  28. PROXY PAPER(tm) GUIDELINES AN OVERVIEW OF THE GLASS LEWIS APPROACH... Published: 2017-11-27 11:57:23
    ... is permitted to amend the offer, reduce the offer, or otherwise change the terms; * There is no fairness opinion requirement; and * There is a low to no premium requirement. ...
  29. UNITED STATES Published: 2019-11-04 17:32:25
    ... is permitted to amend the offer, reduce the offer, or otherwise change the terms; * There is no fairness opinion requirement; and * There is a low to no premium requirement. ...
  30. UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK IN... Published: 2005-01-25 15:28:56
    ... to dismiss that pleading were resolved in an Opinion of May 19, 2003. In re WorldCom, Inc. ... A fairness hearing on the $2.575 billion settlement was held on November 5, 2004, and the ...
  31. Considering Dexit': A Comparative Review of Key Issues in Delaware... Published: 2025-09-08 16:30:55
    ... but they applied the rigorous "entire fairness" standard to transactions involving ... confirmed by the Nevada Supreme Court in its opinion in Guzman v. Johnson, 137 Nev. Adv. ...
  32. Corporate Governance Factbook Published: 2014-04-29 16:46:34
    ... the company's interest in entering into the transaction and on its substantial fairness. The opinion of the committee is not binding for the body responsible to approve the RPT - ...
  33. 11-1085 Amgen Inc. v. Connecticut Retirement Plans and Trust... Published: 2013-03-01 16:15:37
    ... and dissenting in part), and "considera- tions of fairness, public policy, and probability," id., at 245 (majority opinion), to allow claims that otherwise would have been ...
  34. United States Published: 2021-11-18 10:53:57
    ... is permitted to amend the offer, reduce the offer, or otherwise change the terms; * There is no fairness opinion requirement; and * There is a low to no premium requirement. ...
  35. Stage Published: 2011-04-26 20:38:54
    ... opinion was appropriate because district courts should conduct "rigorous analysis" of class certification requirements in order to balance judicial economy with fairness to ...
  36. Microsoft Word - 350_200803271805580460.doc Published: 2008-04-03 17:28:51
    ... That is, the Court would determine the fairness of the settlement as a whole before, and ... For the reasons set forth in this Opinion, we conclude that the Court of Chancery ...
  37. Second Circuit Reverses District Court's Rejection of Regulatory Published: 2014-06-05 13:35:22
    The four factors to be considered in evaluating "fairness and reasonableness" include: ... omitted).) In a two-page concurring opinion, Judge Lohier embraced limiting a ...
  38. Allstate Corporation Published: 2025-04-23 10:06:09
    ... systems design and implementation 3. Appraisal or valuation services, fairness opinions, or contribution-in-kind reports 4. Actuarial services 5. Internal audit ...
  39. AVOIDING PERSONAL LIABILITY: A GUIDE FOR DIRECTORS AND OFFICERS Published: 2015-04-13 16:51:22
    ... Endeavoring to satisfy the entire fairness standard requires extensive discovery, a trial ... RELIANCE ON REPORTS AND OPINIONS Another significant substantive protection available to ...
  40. UNITED STATES Published: 2018-10-25 12:40:35
    ... is permitted to amend the offer, reduce the offer, or otherwise change the terms; * There is no fairness opinion requirement; and * There is a low to no premium requirement. ...
  41. UNITED STATES Published: 2020-11-24 18:20:53
    ... is permitted to amend the offer, reduce the offer, or otherwise change the terms; * There is no fairness opinion requirement; and * There is a low to no premium requirement. ...
  42. Bingham McCutchen Landmark Ruling Holds American Pipe Tolling... Published: 2011-03-29 17:41:06
    ... equitable considerations" of fairness, judicial economy and needless ... the statute of repose now have a well-reasoned opinion on which to base their conclusion. ...
  43. 2025 Benchmark Policy Guidelines Published: 2025-03-21 12:08:41
    ... is permitted to amend the offer, reduce the offer, or otherwise change the terms; * There is no fairness opinion requirement; and * There is a low to no premium requirement. ...
  44. United States Published: 2022-11-18 12:20:07
    ... is permitted to amend the offer, reduce the offer, or otherwise change the terms; * There is no fairness opinion requirement; and * There is a low to no premium requirement. ...
  45. 2024 Benchmark Policy Guidelines Published: 2023-11-16 15:57:07
    ... is permitted to amend the offer, reduce the offer, or otherwise change the terms; * There is no fairness opinion requirement; and * There is a low to no premium requirement. ...
  46. © 2024 Troutman Pepper Hamilton ... Published: 2024-01-30 14:35:53
    ... disclosure regarding any reports, opinions, or appraisals from an outside party ... holders, or the consideration or fairness of the consideration to security holders ...
  47. 2026 Benchmark Policy Guidelines Published: 2025-12-05 09:50:43
    ... is permitted to amend the offer, reduce the offer, or otherwise change the terms; * There is no fairness opinion requirement; and * There is a low to no premium requirement. ...
  48. The Conference Board Governance Center Published: 2014-03-11 15:24:00
    ... Reframing the Issue: New Ways to Think about Cyber Risk and Security Council Perspectives 51, December 2013 Fairness Opinions in the Sale of a Company: Context Is Key Director ...
  49. AUSTIN BEIJING BOSTON BRUSSELS HONG KONG... Published: 2020-01-27 19:18:13
    ... the only certain way to avoid an entire fairness challenge in such a circumstance, at ... On June 13, 2019, the Court of Chancery issued an opinion refusing to dismiss a ...
  50. PUBLICATIONS Insider Trading: The Supreme... Published: 2016-02-08 13:21:22
    ... We can expect a landmark insider opinion later this spring. Don't hold your breath for Congressional action addressing insider trading. 1. In fairness, the Second Circuit would say ...
Total results found: 1,485
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