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Results from: TheCorporateCounsel.net
  1. Sample v Published: 2012-01-31 21:03:00
    ... re-engaged Hirsh in May 2009 for his opinion on the advisability of the Auction. Hirsh ... opined on the fairness of its terms, the marketing process, or on the resulting price. ...
  2. Capital Markets and Securities Published: 2012-07-03 13:26:59
    and fairness of underwriting compensation and arrangements in such offerings. ... in this communication or any attachment does not constitute a formal tax opinion. ...
  3. CYBERSECURITY AND DATA PRIVACY OUTLOOK AND REVIEW: 2015 To... Published: 2015-06-17 16:04:07
    ... Sony then asked the court to reevaluate its opinion in light of the Supreme Court's ... which the court will review in a final fairness hearing in May 2015. Second, Adobe ...
  4. Gibson Dunn: 2019 Mid-Year Securities Litigation Update Published: 2019-08-15 19:20:12
    ... In Appraisal, And Of Damages In Entire Fairness Regular readers of these updates will ... Late last year, the Delaware Court of Chancery determined in a post-trial opinion that an ...
  5. Client Alert Published: 2012-02-15 21:03:47
    Jed Rakoff rejected the settlement in an opinion that has generated widespread attention ... examines the agreement not only for its fairness, reasonableness, and adequacy but also ...
  6. DISK124:[20ZCZ1.20ZCZ43501]BC43501A.;3 Published: 2025-02-25 17:20:54
    ... The Company's independent registered public accounting firm, KPMG LLP (''KPMG''), is responsible for expressing an opinion as to the fairness of the financial statements and the ...
  7. On the Setting of the Standards and Practice Standards for Management... Published: 2025-02-27 13:40:10
    Over Financial Reporting (Council Opinions) On the Setting of the Standards and ... company, management may ensure the fairness of presentation in the financial reports. ...
  8. Good Faith as Loyalty Published: 2009-03-18 19:15:51
    ... is to place upon the board the burden to establish the entire fairness of the transaction. ... gross negligence), then there is, in my opinion, no basis to issue an injunction or to ...
  9. A CORPORATE GOVERNANCE Published: 2018-05-22 19:08:26
    ... Don't challenge management enough Gender fairness/lack female perspective Poor governance/... think alike, there's no adverse opinions, there's little acceptance of differing opinions. ...
  10. University Published: 2008-08-23 10:00:21
    ... decision on Wall Street Journal column reports of analyst opinions). 24 Basic, Inc. v. ... of Entrepreneurial Litigation: Balancing Fairness and Efficiency in the Large Class ...
  11. 2016 Developments in Securities and M&A Litigation Published: 2017-01-18 17:57:36
    ... by several different triggers for entire fairness review, including alleged conflicts of ... In any event, both opinions highlight the importance of preventing or at least identifying ...
  12. clearygottlieb.com Published: 2016-12-30 10:55:57
    Dec. 27, 2016), slip op. available at https://www.ca10.uscourts.gov/opinions/15/15-9586.pdf. 2 ... that speed comes at the expense of fairness 3 See 15 U.S.C. §§ 78u, 78u-2, ...
  13. SEC Moves in the Right Direction with Proposed Amendments to... Published: 2015-09-29 16:02:00
    ... interests and significant differences of opinion as to which witnesses should be deposed. ... Both fairness and the appearance of fairness mandate this change. The Proposed Rules ...
  14. FCPA DEVELOPMENTS: Q3 2020 Published: 2020-10-16 17:59:37
    ... considering "the principles of fairness in administrative enforcement and ... DOJ FCPA Advisory Opinion On August 14, 2020, the DOJ issued its first FCPA advisory ...
  15. Issuer Reporting and Disclosure Remains Focus of SEC and Other... Published: 2016-10-03 18:08:51
    audit evidence to support the audit opinion, and improper documentation of all work. ... but rather a judicial impartiality that recognizes an obligation for fairness. . . ." ...
  16. New Legislative Framework for Investor protection -Financial... Published: 2025-02-27 13:40:16
    ... Companies targeted by tender offers will have a duty to express their opinions. Other ... In order to ensure fairness amongst shareholders and investors, if a purchase will result ...
  17. Practice Area: Related Party Transactions/Corporate Opportunity... Published: 2025-04-08 13:09:17
    Court Opinions Dweck v. Nasser (Del. Ch. Ct.; 1/12) (corporate opportunity) Kahn v. ... Corporate Opportunity "Entire Fairness Applies to Commercial Arrangements Between a ...
  18. LAPFF Expectations forum:Layout 1 Published: 2013-03-31 15:05:18
    ... to understand how long-term has been defined as three to five years. * Fairness matters. ... Placing greater emphasis on the fixed component of pay, in our opinion, will reduce ...
  19. SEC Issues Legal Bulletin Regarding Published: 2004-09-30 11:03:30
    ... under the agreement; and * submit an opinion of counsel in support of its assertion. ... SLB 14B states that, in the interests of fairness, the staff makes its 14a-8 ...
  20. May 23, 2016 Published: 2016-05-23 13:52:58
    ... The Court's opinion might potentially facilitate orderly management of ... not involve SLUSA or the Class Action Fairness Act of 2005. [3] Sparta Surgical Corp. v. ...
  21. ATTORNEY ADVERTISING Published: 2022-06-22 14:26:23
    ... stated that is will further consider how fairness will factor in a wider governance ... be construed as legal advice or a legal opinion on any specific facts or circumstances. ...
  22. GENDER DIVERSITY: Published: 2016-12-20 18:25:30
    ... For others the roadblocks may well be a lack of understanding around fairness, about the ... We heard the arguments so many times that we've hard-wired our opinions and responses and ...
  23. Microsoft Word - 1597068_2_alert memo re_ KMPG decision_.DOC Published: 2006-07-03 12:42:31
    Judge Kaplan's watershed opinion focused on the prosecutors' implementation of the ... responsibility to maintain procedural fairness rests with the government, for "the ...
  24. B Published: 2008-08-29 11:22:28
    ... Judge Victor marrero's extensive opinion on subject matter jurisdiction in the ... congressional policy and principles of fairness on the circumstances surrounding the ...
  25. Race in the workplace The Black experience in the US private... Published: 2021-12-29 13:37:00
    ... Employees welcome diverse perspectives (diversity of thought, opinions, ideas, etc) There ... 36 Race in the workplace: The Black experience in the US private sector Fairness. ...
  26. MoFo_Conundrum_1.pdf Published: 2012-04-05 08:36:38
    ... A determination regarding the fairness or reasonableness of compensation will be highly ... Finra has delivered a no-objection opinion relating to the underwriting compensation. ...
  27. Law Firm Internal Investigations Published: 2005-01-06 14:58:14
    ... interests of fairness and justice would be served by absolving the party of its error. ... The middle or moderate approach is the majority rule. B. Recent Cases and Opinions Jasmine ...
  28. Microsoft Word - Selecting an External Auditor.doc Published: 2014-08-15 16:25:03
    ... demonstrate to shareholders and outside observers the fairness of the selection process. ... ƒ Do prior clients have a positive opinion of the audit organization? ƒ Has the ...
  29. --No Title-- Published: 2012-07-18 15:12:09
    Relations July 2012 The analyses, opinions and perspectives herein are the sole ... green job creation, finance and fairness, food systems and social equity, ...
  30. 2018 PROXY SEASON PREVIEW By Shirley Westcott March 2018 Overview Published: 2018-03-20 16:25:34
    ... be subject to review under the entire fairness standard, rather than the more ... an 17 See the Delaware Supreme Court's opinion at https://www.courthousenews.com/wp- ...
  31. Microsoft Word - 2024_07_25 Publication of Final UK Listing Rules... Published: 2024-07-25 09:51:09
    ... Historical financial information and fairness statements will not be required in the case ... proposal must include a statement of the director's opinion regarding that resolution. ...
  32. Sidley Austin provides this information as a service to clients... Published: 2015-08-05 18:36:25
    ... the past two years contained an adverse opinion or a disclaimer of opinion or was ... information materially impacting the fairness or reliability of a previous audit ...
  33. Corporate Litigation: Enforceability of Board-Adopted Forum Selection... Published: 2014-10-15 16:54:57
    ... simply indicate a difference of judicial opinion regarding the validity of exclusive forum ... such provisions on a "clear day," to defuse fairness-based challenges to enforcement. ...
  34. S&C Publication: Delaware Chancery Update„Director and Creditor... Published: 2024-11-26 13:08:30
    This could trigger entire fairness review of the transaction, which is the most stringent ... In its post-trial opinion, the court concluded that the BSW and certain of its directors ...
  35. Securities Litigation Alert Author(s):... Published: 2017-05-19 16:17:23
    ... of the proceeding by the SEC, which reached a similar result in a separate opinion. Id. ... proceedings fail to protect fundamental fairness," available here. [Back to reference] ...
  36. Alert Salman Spawns No Sweeping Change in Insider Trading Law Published: 2016-12-12 19:18:03
    ... Salman, 792 F.3d 1087, 1090 (9th Cir. 2015). 5 Id. at 1093. 6 Id. The opinion was written ... mounted a broad-brush attack on the fairness of subjecting participants in the ...
  37. clearygottlieb.com Published: 2025-02-11 15:00:42
    ... suffered a harm to trigger entire fairness scrutiny, the Delaware Supreme Court has ... The Supreme Court states in the opinion's conclusion that "Delaware policy has long ...
  38. http://securities.litigation.alston.com/blog.aspx?entry=613 Published: 2008-09-11 21:36:54
    this year, such as the recent Citigroup opinion, concerning whether such claims may be ... that removal was also appropriate under the Class Action Fairness Act of 2005 ("CAFA"). ...
  39. New Federal Rule of Evidence 502 Heralds Possible Change in E... Published: 2008-11-11 12:41:02
    ... undisclosed communication or information "ought in fairness to be considered together." ... The comments contained herein do not constitute legal opinion and should not be regarded ...
  40. Potter Anderson & Corroon LLP - Publications Published: 2005-12-21 11:26:02
    ... within the corporation..., in my opinion only a sustained or systematic failure of ... The Court subjected the repurchase transactions to entire fairness review because the ...
  41. 10426_Alert_SEC-CG_v6 Published: 2013-02-04 18:36:43
    ... would be subject to Delaware's "entire fairness" standard of review for the 2013 10-K ... The Seinfeld court's opinion cited the case of In re 3COM Corp. Shareholders Litigation, 2 ...
  42. Alert SPAC Litigation Alert: SEC Cautions SPAC Participants that... Published: 2021-04-13 17:15:27
    ... plaintiff alleged that the "entire fairness" standard, which is onerous and would ... industry SROs, likely suggests the opinion contains "embedded statements of untrue ...
  43. © 2021 Troutman Pepper Hamilton ... Published: 2021-03-19 16:48:26
    The stockholders filed suit in the Court of Chancery challenging the fairness of the going ... After examining two previous opinions on the question, the Supreme Court noted that the ...
  44. Authors: Matthew T. McLaughlin Published: 2014-06-05 13:39:51
    ... of a proposed consent decree for fairness and reasonableness should assess a ... by the law firm Venable LLP. It is not intended to provide legal advice or opinion. ...
  45. PALO ALTO AUSTIN NEW YORK RESTON SALT LAKE CITY Published: 2005-06-18 11:22:37
    ... Under his proposal, a controlling stockholder would not have to prove entire fairness if: ... The opinion is noteworthy in many respects, including as a possible signal of a more ...
  46. May 23, 2016 Supreme Court Clarifies When State Law Claims... Published: 2016-05-23 13:49:23
    ... Language in the Court's opinion suggests that, to the extent that a state-law claim ... Many securities class actions will also be removable under the Class Action Fairness Act. ...
  47. Microsoft Word - PCAOB Release No. 2005-009 - AS2 Policy Statement... Published: 2005-05-16 12:00:59
    ... in the auditor having obtained the principal evidence supporting his or her opinion. ... begins audit work to attest to the fairness of those assessments and financial statements. ...
  48. By Jonathan G. Katz Published: 2012-07-16 17:47:11
    ... In vacating these rules, the courts of appeal published harsh opinions questioning the ... rule" as defined in the Small Business regulatory enforcement fairness act (SBrefa). ...
  49. Ask the Smart Money: Shareholder Votes by a "Majority of the... Published: 2021-09-02 12:11:04
    ... justify their decisions." 282 While the opinion goes on for 25 pages, and contains 120 ... decisions under the business judgment rule or scrutinize them for entire fairness. ...
  50. Dorsey & Whitney LLP: Publications: Legal Updates: Softening... Published: 2005-09-07 11:00:12
    ... Congress Enacts Class Action Fairness Act The Class Action Fairness Act ("CAFA") became ... not be construed as legal advice or legal opinions on any specific facts or circumstances. ...
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