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Results from: TheCorporateCounsel.net
  1. Client Alert Published: 2016-01-06 13:30:22
    ... In October 2015, Judge Sullivan issued a comprehensive opinion--relating to both Saena ... involves limited review of the fairness and adequacy of an agreement, to the ...
  2. The Corporate Counsel Published: 2023-11-04 21:47:19
    ... with the integration analysis, it should be able to render the traditional opinion. ... The exemption under section 3(a)(10) of the Securities Act when there is a fairness ...
  3. Client Alert Published: 2010-03-19 18:19:26
    ... of proving a transaction's "entire fairness. " 6 The Delaware Supreme Court has ... The court quoted the Chancery Court's opinion: "some professional or personal ...
  4. Attorney Advertising Published: 2023-03-01 16:06:28
    ... Id. 31 Id. 32 Jillson, Aiming for Truth, Fairness, and Equity in Your Company's Use of AI. ... 37 See id. See also Cindy L. Otis, Opinion, Conspiracy Theorists Targeted Wayfair. ...
  5. white collar litigation newsletter.04.06.qxp Published: 2006-04-27 12:36:23
    ... held a hearing in which he raised the fairness of the government putting pressure on a ... It does not constitute legal advice or a legal opinion on any specific facts or ...
  6. Delaware Supreme Court Endorses a ... Published: 2021-09-29 11:47:48
    Zuckerberg (https://courts.delaware.gov/Opinions/Download.aspx? id=324700)-the Delaware Supreme ... of Aronson simply because entire fairness applies ab initio to a controlling ...
  7. THE PUBLIC BENEFIT CORPORATION GUIDEBOOK UNDERSTANDING AND OPTIMIZING... Published: 2016-05-04 14:20:00
    ... by the business judgment rule, a fairness proceeding would likely focus on whether ... A. Revlon Scholars have varying opinions on how Revlon will apply in a sale of a PBC or ...
  8. GAO-17-47, CORPORATE SHAREHOLDER MEETINGS: Proxy Advisory Firms... Published: 2025-04-04 11:15:12
    ... the year regarding the accuracy of data, research, and general fairness of policies. ... Some corporate issuers stated that there are differences of opinion, conflicting points of ...
  9. Layout 1 Published: 2017-07-11 18:24:59
    ... the truth and fairness of the financial statements of firms to regulators and investors. ... In our opinion these firms' limitations of risk, whether for themselves or their clients, ...
  10. clearygottlieb.com Published: 2021-10-01 15:29:06
    ... and noted that "it is the essence of fairness to insist upon the assumption of ... that they would face no shareholder liability under Section 11." 21 Dissenting Opinion. ...
  11. Simpson Thacher & Bartlett LLP Memorandum President Trump Signs... Published: 2018-05-29 16:48:34
    ... * The Financial Institutions Examination Fairness and Reform Act, which would reform the ... legal or other professional advice or opinions on specific facts or matters, nor does ...
  12. Introduction Published: 2014-08-25 14:39:15
    ... a vehicle for the expression of ideas, opinions, and options that may be unacceptable if ... the transparency of the process, the fairness and equality of treatment of the ...
  13. 11_03_03_ABA.PDF Published: 2003-11-03 21:09:18
    existing SEC rules and interpretations, fairness to registrants, the integrity of the ... of the subject and the differences of opinion about shareholder access to company proxy ...
  14. 34wl01_.DOC Published: 2007-07-11 10:55:47
    Only the Westlaw citation is currently available. UNPUBLISHED OPINION. CHECK COURT RULES ... also contends that basic notions of fairness and common sense should prevent the ...
  15. Dorsey & Whitney LLP | Reso... Published: 2010-01-12 16:25:19
    ... and Financial Institution Compensation Fairness Act of 2009, H.R. 3269, 111 th Cong. ... not be construed as legal advice or legal opinions on any specific facts or circumstances. ...
  16. Del. Court of Chancery Gives Activists Advance Notice Bylaw Do... Published: 2025-05-28 14:20:48
    Applying Unocal and Blasius in a post-trial memorandum opinion, the do-over followed the ... The Court analyzed the fairness of their decision under the enhanced scrutiny standard of ...
  17. Copyright © 2024 Wilson Sonsini ... Published: 2024-10-09 11:12:55
    ... Toward a More Informative Annual Report In fairness to CFIUS, many of the annual report ... The opinions expressed are those of the authors and do not necessarily reflect the view of ...
  18. Diversity wins: How inclusion matters Published: 2020-06-11 14:43:01
    ... among managers, equality and fairness of opportunity, and openness and freedom ... "I don't feel valued or a sense of belonging, I feel like a number who's opinion is not ...
  19. Court Issues Highly-Anticipated Decision Regarding the Treatment... Published: 2022-01-12 06:42:24
    The decision was the first Chancery Court opinion addressing direct claims asserted in ... the application of the entire fairness test, rather than the business judgment rule. ...
  20. Microsoft Word - WASHINGTON_DC-#610308-v1-Dodd-Frank_Bill.DOC Published: 2010-07-16 12:41:07
    ... SEC. 1100G. SMALL BUSINESS FAIRNESS AND REGULATORY TRANSPARENCY......VALUATION MODELS, AND BROKER PRICE OPINIONS. ......
  21. Downloaded By: Janice Leichter Published: 2006-01-03 11:00:28
    ... In rendering such opinion, such counsel may state that their opinion is limited to matters ... for, the accuracy, completeness or fairness of the statements contained in the ...
  22. DBI Russia_WP217942_EDrobinina_Moscow Published: 2007-05-31 09:48:27
    ... all interested parties to send their opinions to the transaction. 5.6 Unfair ... of good-faith, reasonableness and fairness, which may or have caused losses to ...
  23. Microsoft Word - 535_201203052316460143.rtf Published: 2012-03-22 13:03:13
    ... Fasciana, 829 A.2d at 177. Instead, "a balance of fairness and efficiency concerns would ... For example, in June 2011, after the completion of briefing, Aetrex identified an opinion ...
  24. 2021 ESG Playbook Published: 2021-03-02 12:57:33
    ... Opportunities for more inclusivity and fairness The COVID-19 pandemic has brought the ... it's affordable and accessible." 3 The opinions expressed are those of American Century ...
  25. Congressional Scrutiny of the Thompson Memorandum Published: 2006-10-10 12:53:38
    ... "erosion of the right to counsel undermines the fairness of our criminal justice system." ... In the opinion of the authors of this Client Alert, some action by DOJ is likely in ...
  26. http://druganddevicelaw.blogspot.com/2008/09/new-federal-rule... Published: 2008-09-25 12:49:48
    ... For example, FRE 502(a)'s "no subject matter waiver unless fairness requires it" rule will ... and difficult to excise the resulting knowledge from their testimony or opinions. ...
  27. NakedŽ Short Selling Anti-Fraud Rule Published: 2008-03-19 11:12:25
    ... Small Business Regulatory Enforcement Fairness Act of 1996, or "SBREFA," 66 we must ... their inability to borrow shares, their opinions about the fundamental value of the ...
  28. SEC in Constitutional Danger Zone Following Several Recent Decisions Published: 2022-06-06 14:09:53
    ... SEC cases." 25 Romeril also makes due-process arguments as to the adequacy and fairness of ... informed by the Fifth Circuit's en banc opinion in Cochran - it may forgo en banc review ...
  29. Pension Review "First Take:" Published: 2012-04-13 16:55:00
    ... Views and opinions are current as of the date of this presentation and may be subject to ... believed to be reliable, we do not guarantee its accuracy, completeness or fairness. ...
  30. 1686262_1.PDF Published: 2003-07-10 21:48:26
    ... disclosures in the report and as to the fairness of the presentation of the financial ... Sarbanes-Oxley to include in their audit opinion or in a separate report certain ...
  31. Newsletter Published: 2015-06-03 22:21:00
    ... are described in detail in the court's opinion.) The market price of units of El Paso ... their ability to assess impartially the fairness of a related party transaction.  The ...
  32. IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE Published: 2010-03-12 11:14:12
    ... year ending October 31, 2006. In the opinion of the [SLC] and SRR, Chessiecap's ... that approval would satisfy the entire fairness standard because the process employed ...
  33. Blank Published: 2018-07-27 14:13:51
    ... further argued that the D.C. Circuit's opinion "erases the important distinction between ... the standard of review from entire fairness to the business judgment rule because ...
  34. Recent 9th Cir. Decision Reflects Trends in Increased Import... Published: 2025-07-01 16:45:10
    ... On May 12, 2025, the DOJ's Criminal Division released a memorandum titled "Focus, Fairness... Sigma Corporation In its June 23, 2025 opinion, the two-judge Ninth Circuit panel found ...
  35. Microsoft Word - ribsteinuncorporationandindeterminacy.doc Published: 2008-08-06 12:41:02
    ... under Sonet and default substantive fairness and bad faith duties applied. 62 ... So far the Supreme Court has issued only one important limited partnership opinion, Gotham ...
  36. Inside Track with Broc: John Grossbauer on Impact of Omnicare... Published: 2025-01-19 12:03:41
    John: The Delaware Supreme Court’s much-anticipated opinion in Omnicare, Inc. v. NCS ... The NCS board, however, had evaluated the fairness of the Genesis merger based on the ...
  37. Weil, Gotshal & Manges LLP Shareholder Activism, Engagement, Published: 2015-04-30 17:37:26
    ... a former shareholder's challenge to the fairness of a reverse stock split undertaken in ... in accordance with the ATP Tour opinion, but would bar such provisions entirely ...
  38. Webcast - "The SEC Staff on International Issues" Published: 2014-02-25 00:00:00
    ... of the offering, including the legal opinion and the discussion of shareholder rights. ... Securities Act exemption for offerings of securities where there is a fairness hearing. ...
  39. Release No. 33-8151 Published: 2025-01-19 12:04:47
    ... For purposes of the Small Business Regulatory Enforcement Fairness Act of 1996,32 the ... contain conclusions, opinions, analyses, or financial data related to the audit or review. ...
  40. Raising the Bar - Corporate Governance in Europe 2007 Report Published: 2007-07-06 11:42:21
    ... some assurance of probity and fairness, and is an important quality control for Boards. ... Opinions are still sharply divided on the merits of large vs small Boards. Many who favour ...
  41. Industry Reports & Newsletters Published ... Published: 2014-10-31 16:43:29
    The opinion issued by Vice Chancellor Laster of the Delaware Court of Chancery earlier ... judicial review under the entire fairness standard and may result in director liability. ...
  42. Austin Beijing Boston Brussels Hong Kong London... Published: 2021-02-11 18:48:53
    ... that would otherwise trigger the entire fairness standard of review (that is, where a ... In 2017, the Court of Chancery issued a much-discussed opinion refusing to dismiss a ...
  43. Microsoft Word - $ASQ67208.doc Published: 2006-11-01 15:24:28
    ... are as follows: * To restore balance and fairness to the federal tax system by creating a ... that (i) the recommendations and opinions expressed herein accurately reflect such ...
  44. Microsoft Word - DOCSOPEN-#4225428-v1-Dealing_with_Auditors_After... Published: 2006-05-15 19:24:28
    ... narrowly while accommodating fundamental fairness. 142 The Skeddle court then applied ... One document addressed in this opinion is of particular relevance. A letter from the ...
  45. Release No. 33-7881 Published: 2025-01-19 12:04:47
    ... confidence in the integrity of the markets and the fairness of the disclosure process. ... Additionally, analysts will be able to express their honest opinions without fear of being ...
  46. Proposed amendments to forms and rules Published: 2008-03-03 17:05:35
    ... If the event led to a disagreement or difference of opinion, then the event should be ... may: (i) Materially impact the fairness or reliability of either: a previously ...
  47. Final Rule Published: 2008-09-24 14:22:53
    ... If the event led to a disagreement or difference of opinion, then the event should be ... may: (i) Materially impact the fairness or reliability of either: a previously ...
  48. Second Circuit Joins Fifth in Providing Securities Fraud Defendants... Published: 2007-12-11 13:35:44
    ... of available 'blue sheet' data; * Expert opinion proffered at sentencing; * Market ... and unsupported theories does not promote the goals of uniform sentencing and fairness. ...
  49. Microsoft Word - 20070913 Delaware Transcript.doc Published: 2007-09-13 16:42:08
    ... point out, first between the two Disney opinions, that people carefully noted what you ... statutory commands, when principles of equity and fairness should trump those commands. ...
  50. HEIGHTENED PLEADING REQUIREMENTS, DUE DILIGENCE, RELIANCE, LOSS... Published: 2010-05-13 13:16:27
    ... The following earlier opinions from the case 2010] DEFENSES TO CLAIMS UNDER THE SECURITIES ... for this reason, it is the essence of fairness to insist upon the assumption of ...
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