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Results from: TheCorporateCounsel.net
  1. 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 ...
  2. Place Title of Article Here Please Place Title of Article Here... Published: 2024-01-25 13:53:08
    ... including any third-party reports, opinions, or appraisals materially related to the ... to complete a de-SPAC transaction, fairness of the de-SPAC transaction, related ...
  3. 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. ...
  4. SEC Staff Clarifies How Whistleblower Law Works in the EU : TheCorpora... Published: 2025-04-01 10:49:06
    by a hedge fund and found it wanting, as explained in this thoroughly reasoned opinion. ... a derivative claim; nor did it have standing to make allegations based on entire fairness. ...
  5. TheCorporateCounsel.net's Nasdaq Listing Standards Handbook Published: 2024-05-31 09:12:53
    ... If so, can you still hire their firm to do acquisitions, or to do fairness opinions? I'm thinking through these issues, including potential conflicts of interest. Answer: It ...
  6. PowerPoint Presentation Published: 2019-01-28 21:15:02
    CEO Activism in 2018: The Purposeful CEO focused on American consumer opinions about CEO ... change, income fairness, same-sex marriage, immigration, gun control and discrimination." ...
  7. Alert Memo Published: 2013-02-26 11:24:00
    ... (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). ...
  8. CLIMATE CHANGE Published: 2021-04-12 13:08:11
    ... or accountants or with professional tax, legal, actuarial or financial advisors, and (iv) do not provide an opinion regarding the fairness of any transaction to any party. ...
  9. Microsoft Word - CGSH Alert - Communication with Financial Analysts... Published: 2009-10-23 14:07:11
    ... (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). ...
  10. PW Document Published: 2022-04-01 09:38:06
    ... which a reasonable belief regarding the fairness of a de-SPAC transaction and any related ... any financial projections; any report, opinion or appraisal obtained from a third party; ...
  11. Delaware Proposes Significant Amendments to the Delaware... ... Published: 2025-02-24 09:26:06
    ... to the entire fairness standard of review, unless the corporation implements the six procedural protections set forth in its 2014 Kahn v. M&F Worldwide opinion (the MFW ...
  12. Audit Committee Guide Published: 2021-03-17 18:31:03
    ... systems design and implementation* - Appraisal or valuation services, fairness opinions or contribution-in-kind reports* - Actuarial services that involve the ...
  13. Latham & Watkins operates worldwide as a limited liability partnership... Published: 2015-01-23 13:12:38
    ... "evasion of judicial scrutiny of the fairness of debt-readjustment plans is prevented ... the legislative history, as well as the opinions of other courts and commentators, the ...
  14. Copyright © 2023 Wilson Sonsini ... Published: 2023-07-05 11:22:57
    5) diversity, nondiscrimination and fairness, and 6) social and environmental well-being. ... In doing so, the EP has closely followed the joint opinion published by the European Data ...
  15. Principles for Fair and Accurate Security Ratings.final.list Published: 2017-07-07 12:45:21
    We believe these principles will promote fairness in reporting and enhance the value of ... and Validation: Ratings should be empirical, data-driven, or notated as expert opinion. ...
  16. Debevoise Update D&P Published: 2018-06-25 19:57:36
    ... this instruction was motivated both by fairness concerns and by a desire to incentivize ... Id. at *12 n.5. June 25, 2018 3 than half of the Court joining in Justice Kagan's opinion. ...
  17. Client Alert 2015 Year-End Securities ... Published: 2016-01-12 13:15:43
    ... and the D.C. Circuit, which both issued opinions finding that the Commission has ... In recognition of the growing concerns regarding the fairness of the SEC's administrative ...
  18. Shareholder and Securities Litigation Practice Group Published: 2015-03-20 13:34:28
    ... of a cashed-out, former stockholder who challenges the fairness of that transaction. ... While answering that question (for the present at least), Chancellor Bouchard's opinion ...
  19. Debevoise In Depth Published: 2025-01-06 13:41:40
    ... Additionally, SPACs must disclose certain information on the fairness of the de-SPAC transaction, including filing as an exhibit any opinion, report or appraisal received by the ...
  20. China Issues Policy to Further Boost Foreign Investment | WilmerHale Published: 2023-08-16 16:15:37
    ... The Opinions mark another strong effort by China to encourage foreign investors to stay ... of transparency, equal treatment and fairness will be eliminated and confidence can be ...
  21. Delaware Court of Chancery Applies Entire Fairness to De-SPAC... Published: 2022-02-07 10:29:57
    ... THE COURT'S OPINION At the outset, the court noted that "distinctive features of a SPAC" ... (1) THE STANDARD OF REVIEW: ENTIRE FAIRNESS The court held that plaintiffs ...
  22. Delaware Supreme Court Reverses Chancery Court, Holds Business... Published: 2025-02-07 09:15:45
    ... to constitute a material, non-ratable benefit triggering entire fairness review." ... litigation and issuing advisory opinions, and this principle applies with as much ...
  23. Law Working Paper N° 449/2019 Published: 2019-08-13 13:33:08
    ... Vice Chancellor Laster's well-cited 2013 trial opinion established a template that would be followed many times thereafter. In it, Laster held that the rigorous entire fairness ...
  24. IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE JOSEPH A. CARSANARO... Published: 2013-03-29 13:47:00
    ) ) ) ) ) ) ) ) ) ) ) C.A. No. 7301-VCL OPINION Date Submitted: December 18, 2012 Date ... of $15 million in merger proceeds to management, and the fairness of the merger. ...
  25. Release re Adoption of Funding Rules DRAFT #2.doc Published: 2003-07-10 21:45:16
    ... and to promote fairness to all issuers allocated a share of the accounting support fee. ... fee before issuing an unqualified audit opinion to serve as a reliable and cost- ...
  26. Copyright © 2024 Wilson Sonsini ... Published: 2024-04-23 16:08:37
    ... that Delaware judges have in several opinions adopted an increasingly suspicious or ... controller trigger the difficult entire fairness standard of review in stockholder ...
  27. SEC NASDAQ Manual September 2014 Published: 2014-09-24 14:08:18
    ... systems design and implementation;  appraisal or valuation services, fairness opinions or contribution-in-kind reports;  actuarial services;  internal audit ...
  28. MONTREAL TORONTO OTTAWA CALGARY VANCOUVER NEW YORK LONDON SYDNEY Published: 2005-11-14 15:30:30
    ... As a result, Staff was permitted to rely on the Legal Opinions in the proceeding against ... public function of ensuring the fairness of the presentation of the accounts of ...
  29. Microsoft Word - 40129489.08 Published: 2012-03-19 14:36:07
    ... that "it could not properly evaluate the fairness of the settlement unless the underlying ... THE SECOND CIRCUIT OPINION SHOULD PROVIDE CLARITY TO DISTRICT COURTS CONSIDERING "NEITHER ...
  30. Avoiding Personal Liability Published: 2004-06-07 21:39:26
    ... Cases arising out of such situations have come to be known as "entire fairness" cases. ... Reliance on Reports and Opinions Another significant, substantive protection available to ...
  31. Artificial Intelligence Published: 2025-04-21 12:31:04
    (11/24) American Bar Association Formal Opinion 512 (7/24) PCAOB Staff Update on Outreach ... (6/22) FTC Blog: Aiming for Truth, Fairness, and Equity in Your Company's Use of AI ...
  32. Morris, Nichols, Arsht & Tunnell LLP Published: 2015-05-11 17:08:10
    Delaware Court of Chancery Issues Significant Opinion on Corporate Creditors; Addresses ... Director decisions are subject to entire fairness review because of the "inherent ...
  33. Feature By Curtis s. Miller Published: 2015-05-21 14:44:13
    ... Delaware corporate law's "entire fairness" test, but only requires that the ... Delaware Bankruptcy Court Reins in Hold-Out Leverage 1 The opinions expressed in this ...
  34. PUBLICATIONS Lucia: The End of SEC ALJs... Published: 2018-06-26 15:32:52
    ... to hire the ALJs is not permissible, Justice Breyer's opinion puts the question to rest. ... in part was to try and separate and insulate the hearing process to help ensure fairness. ...
  35. SEC NYSE Manual September 2014 Published: 2014-09-24 14:15:36
    ... for Non-US Companies | September 2014 70  appraisal or valuation services, fairness opinions or contribution-in-kind reports;  actuarial services;  internal audit ...
  36. Newsletter Published: 2014-06-06 13:57:27
    ... The majority of the panel's opinion, however, is devoted to the issue of what level of ... the proper standards of review are fairness, reasonableness, and the impact of the ...
  37. CA v. AFSCME: The Supreme Court Giveth And The Supreme Court... Published: 2008-07-18 05:53:20
    Here is the court opinion and the related Corp Fin no-action response. The Delaware ... to provide advancements is a self-interested transaction subject to entire fairness. ...
  38. University of Denver Sturm College of Law Legal Research Paper... Published: 2008-08-27 09:55:40
    ... UOP, Inc., 57 A. d 70 (Del. 983). In that opinion, the court largely locked itself into ... the transaction meets the test of fairness." (citations omitted)); see also Rosenblatt v. ...
  39. UNITED STATES COURT OF APPEALS FOR THE SECOND CIRCUIT UNITED... Published: 2015-01-27 19:41:05
    ... undermine investor confidence in the fairness and integrity of the securities markets. ... Alternatively, the Court should amend the opinion by deleting the portions containing ...
  40. SIMPSON THACHER & BARTLETT LLP 2010 Annual Meeting Handbook Published: 2012-11-26 13:26:00
    In fairness to all participants and in the interest of an orderly and constructive ... general economic, political or other opinions or facts. 10. Please permit each speaker ...
  41. Delaware District Court Strikes ... Published: 2012-08-31 17:05:21
    ... In five separate opinions, seven of the eight Justices found the practice of exclusion to ... the integrity of the courts and the perception of fairness essential to their legitimacy. ...
  42. Microsoft Word - 32866233_1.DOC Published: 2015-05-20 13:43:42
    ... It also explained that, "[n]o doubt, the invocation of the entire fairness standard has a ... For a copy of the full opinion, click here. * * * * If you have any questions, please ...
  43. Proposing Release on Public Company Fees Draft #10.doc Published: 2003-07-10 21:44:14
    ... and to promote fairness to all issuers allocated a share of the accounting support fee. ... fee before issuing an unqualified audit opinion to serve as a reliable and cost-effective ...
  44. Delaware Supreme Court Clarifies That Plaintiffs Must Plead a Published: 2015-05-20 13:46:25
    ... supporting the application of the entire fairness standard to the transaction, and thus ... This opinion emphasizes that independent directors who fulfill their fiduciary duty of ...
  45. Name of Update Published: 2017-06-01 18:37:00
    ... for trial under the Class Action Fairness Act, this time finding that there ... Slip op. at 7. http://cdn.ca9.uscourts.gov/datastore/opinions/2017/04/14/17-15257.pdf Federal ...
  46. UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK Published: 2006-07-17 11:22:18
    ... 1994) 155 (dissenting opinion) ("right to fair criminal process"); Ryder v. Freeman, 918 F. Supp. 157, 161 (W.D.N.C. 1996) ("fundamental fairness in the criminal process"); Boyd v. ...
  47. Survey of State Class Action Law: A Report of the State Laws... Published: 2007-10-19 16:39:06
    ... to appeal the approval of a settlement when they have objected at the fairness hearing. ... California Supreme Court issues its own opinion, the best practice may be for the class ...
  48. Partner Published: 2018-06-27 16:33:03
    ... 200.30-9. 5 See Ensuring Effectiveness, Fairness, and Transparency in Securities Law ... Clause. 7 II. The Circuit Court's Opinion On appeal to the D.C. Circuit, Raymond J. ...
  49. 2014 Year-End Update on Corporate Non-Prosecution Agreements... Published: 2015-01-07 15:58:09
    ... of the courts' authority to reject DPAs on account of a perceived lack of fairness. ... of the Eastern District of New York issued a lengthy opinion in 2013 in United States v. ...
  50. We previously noted in our March 31, 2022 alert that the U.S... Published: 2024-01-26 11:21:00
    ... transaction; - Disclosure of any report, opinion or appraisal from an outside party or ... de-SPAC transaction is advisable or the fairness of the de-SPAC transaction; and - ...
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