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Results from: TheCorporateCounsel.net
  1. Fried, Frank, Harris, Shriver & Jacobsen Published: 2025-01-19 12:03:47
    ... Financial Advisor Opinions Use tabular presentation. Discuss how specific analyses relateto the fairness opinion. Disclose projections. Topic General SEC Comments General 1) Do not ...
  2. Microsoft Word - Sarbanes Oxley Update _ SEC Adopts Final Rules... Published: 2003-07-10 23:06:22
    ... information systems design and implementation, appraisal or valuation services, fairness opinions, or contribution-in-kind reports, actuarial services, internal audit outsourcing, ...
  3. PCAOB Adopts New Standard Expanding Auditors Reports Published: 2017-06-08 09:58:32
    While the pass/fail nature of the auditor's opinion on the fairness of the presentation of the financial statements will remain, under the revised standard, the auditor's report ...
  4. Microsoft Word - 323076_2.DOC Published: 2003-07-10 21:08:20
    ... * appraisal or valuation services, fairness opinions, or contribution-in-kind reports; 1 In a number of instances there are separate rules dealing with investment companies. ...
  5. Microsoft Word - Documenting the Deal Word 4.14.docx Published: 2015-07-17 14:23:00
    ... intuition, and with only the backstop of a caveat laden, liability insulating fairness opinion in which the financial advisor disclaims having done any independent thinking and ...
  6. Microsoft Word - 11713367_2.docx Published: 2013-06-17 15:07:00
    ... into 1.5 partnership units of Enterprise Products LP. Prior to acceptance, Enterprise Products GP consulted Morgan Stanley for an opinion on the fairness of this exchange ratio. ...
  7. 11th Annual SCOTUS Review at ABA Fed Secs Reg Fall Meeting :... Published: 2016-11-22 16:43:00
    His own votes, e.g., those favoring ACA, facilitate an image of fairness, and anger ... aspects besides the obvious one (ties result in no precedent, and usually no opinions). ...
  8. Viacom case : Q & A/ Discussion Forum Published: 2006-07-06 11:11:37
    that if the directors were not independent, then the "entire fairness" standard applies. ... this portion of the Motion to Dismiss opinion: "The business judgment rule will not ...
  9. 1060215_1.DOC Published: 2003-07-10 21:00:56
    ... Appraisal or Valuation Services, Fairness Opinions or Contribution-in-Kind Reports The rules prohibit the accountant from providing to its audit client appraisal or valuation ...
  10. SEC PROPOSES AUDITOR INDEPENDENCE AND WORKPAPER RETENTION RULES Published: 2025-01-19 12:03:48
    Financial information systems design and implementation; Appraisal or valuation services, fairness opinions, or contributions-in-kind reports; Actuarial services; Internal audit ...
  11. Gibson Dunn: SEC Proposes Rules to Align SPACs More Closely with... Published: 2022-04-10 19:08:00
    ... a fairness opinion, and whether or not it obtains a fairness opinion, the bases for the SPAC's reasonable belief as to the fairness of the transaction. * Underwriter Liability. ...
  12. SEC Proposes Sweeping Changes to SPAC Regulatory and Disclosure... Published: 2022-04-29 10:05:41
    ... As such, we anticipate this requirement to express an opinion as to "fairness" would lead to an increase in requests by boards of directors for fairness opinions from financial ...
  13. Del. Chancery Decision on Tesla's Ratification Vote: 5 Things... Published: 2024-12-06 06:10:00
    ... Opinion" was too late. Third, in a conflicted-controller transaction, the "maximum effect" of stockholder ratification is to shift the burden of proving entire fairness; it ...
  14. Regulation.doc Published: 2011-11-30 14:11:58
    This entrustment responds to the fulfilment of a societal role in offering an opinion on the truth and fairness of the financial statements of those companies. Since 1984, EU rules ...
  15. http://www.finra.org/web/groups/rules_regs/documents/rule_filing... Published: 2007-09-12 15:00:16
    ... in a savings and loan conversion or a bank offering or the preparation of a fairness opinion pursuant to SEC Rule 13e-3. (6) Underwriter and Related Persons Consists of ...
  16. 02-253.indd Published: 2003-07-10 20:39:02
    ... Saba Ashraf, and Charles W. Wheeler 2 (3) appraisal or valuation services, fairness opinions, or contribution-in-kind reports; (4) actuarial services; (5) internal audit ...
  17. Fifteen Tips for Effectively Chairing a Special Committee Published: 2013-02-15 16:33:42
    ... Here, reliance on independent, third party experts becomes acutely important. V. Know How a Fairness Opinion Works When reviewing a proposed transaction (including a change of ...
  18. Microsoft Word - Eisenberg Alert- Monday.dotx Published: 2015-04-01 13:20:51
    ... Capitol Bancorp Ltd., 14 plaintiffs alleged that defendants violated Section 11 in connection with the issuance of fairness opinions. The Ninth Circuit affirmed the dismissal under ...
  19. Microsoft Word - corpNewsletter102909pf.doc Published: 2009-10-31 14:59:09
    ... In June 2005, Lehman provided the special committee with a fairness opinion that the $24-per-share price for the JQH minority stockholders was fair from a financial point of view. ...
  20. Lonergan v. EPE Holdings LLC: The Delaware Court of Chancery... Published: 2010-11-09 13:19:38
    The terms of the Merger were negotiated over the course of several weeks, and the Audit Committee received a fairness opinion from its financial advisor, Morgan Stanley, confirming ...
  21. Court of Chancery Faults Committee Process and Advisory Work... Published: 2015-04-22 14:31:00
    After receiving a fairness opinion from its financial advisor, the committee approved the transaction and litigation ensued. After trial, the Court of Chancery declined to credit ...
  22. Microsoft Word - 2128649.01 Published: 2003-07-10 21:23:32
    systems design and implementation services; * appraisal or valuation services, fairness opinions or contribution-in-kind reports; * actuarial reports; * internal audit ...
  23. Microsoft Word - Rules-AuditorIndependence1-31-03.DOC Published: 2013-07-02 14:21:47
    ... systems design and implementation; * appraisal or valuation services, fairness opinions, or contribution-in-kind reports; * actuarial services; * internal audit ...
  24. Auditor Independence Rules.indd Published: 2003-07-10 20:36:28
    ... systems design and implementation; * Appraisal or valuation services, fairness opinions, or contribution-in-kind reports; * Actuarial services; * Internal audit ...
  25. Legal Alert It's All About the Process: Lessons from Delaware... Published: 2015-04-29 16:20:05
    ... In addition, the financial advisor's engagement letter provided that the advisor's fee would be contingent upon the issuance of a fairness opinion, which the court viewed as ...
  26. clearygottlieb.com Published: 2024-02-28 14:56:49
    holding the conversion should be reviewed under the "entire fairness" standard. In a February 20, 2024 memorandum opinion, Vice Chancellor J. Travis Laster held in Palkon v. ...
  27. XPP-PDF Support Utility Published: 2013-09-04 22:31:58
    ... Capitol Bancorp, Ltd., 551 F.3d 1156, 1162 (9th Cir. 2009) (court determined that fairness opinions evaluating a share exchange offering were opinions and dismissed the complaint, ...
  28. Final Auditor Independence Rules.indd Published: 2013-07-02 14:19:02
    ... systems design and implementation; (3) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (4) actuarial services involv- ing determination ...
  29. http://www.duanemorris.com/alerts/alert2706.html Published: 2008-01-12 18:32:02
    ... The remainder of the decision addressed Globis' claims that the Plumtree merger proxy omitted many material facts, in particular with respect to the rendering of a fairness opinion ...
  30. 2024-004-AS1000 Published: 2024-05-16 09:34:37
    ...  The objective of an audit of financial statements is to express an opinion on the fairness of the financial statements in presenting, in all material respects, the ...
  31. CLIENT ALERT Investment Advisers Receive... Published: 2024-06-07 10:21:49
    This rule would have required registered private fund advisers to obtain a fairness or valuation opinion when offering investors the option to sell or convert their interests in a ...
  32. In Regulatory Notice 09-41, FINRA announced new registration... Published: 2009-08-14 22:30:23
    asset sales, divestitures or other corporate reorganizations or business combination transactions, including but not limited to rendering a fairness, solvency, or similar opinion. ...
  33. Being Litigated! Tesla's Colossal CEO Comp In The Crosshairs... Published: 2019-09-26 07:07:18
    fairness" standard and not the deferential business judgment rule. Delaware has laid out a path to the business judgment rule for these transactions, but in his 40-page opinion ...
  34. 7174493_1.DOC Published: 2009-01-13 11:36:24
    ... for cash or transactions involving conflicts of interest, * the receipt of a fairness opinion from the board's financial advisor, and * a majority of the directors were ...
  35. Microsoft Word - David Burton_M_ VC director liability in down... Published: 2007-04-09 17:01:01
    ... Outside Fairness Opinion / Valuation If the corporation is unable to find a new outside investor to lead the proposed down round financing, the board of directors should consider ...
  36. Locke Lord LLP disclaims all liability whatsoever in relation... Published: 2015-05-07 15:28:24
    ... how to deal with and evaluate conflict- of-interest transactions and once again demonstrates the skepticism with which Delaware courts approach investment banker fairness opinions. ...
  37. 2017-High-Yield-Bond-Study.pdf Published: 2017-05-02 15:11:10
    ... in 2016, down from 50% in 2012. That said, the requirement for fairness opinions in deals outside the U.S. remains in well over a majority of deals in EMEA, Asia and Latin America. ...
  38. [CLICK HERE AND TYPE TITLE] Published: 2013-07-02 14:18:03
    ... systems design and implementation; * appraisal or valuation services, providing fairness opinions or preparing contribution-in-kind reports; * actuarial services; * internal audit ...
  39. M&A/Private Equity Published: 2022-01-12 11:05:53
    Mergers Will Be Reviewed Under the Entire Fairness Standard-Amo v. MultiPlan Amo v. ... Importantly, as many of the issues raised in the opinion, and many of the rulings by the ...
  40. Court of Chancery Issues SPAC-Related Decision of First Impression Published: 2022-01-18 06:53:30
    ... The SPAC did not obtain an inde- pendent third-party valuation of MultiPlan or a fairness opinion. The merger proxy statement sought stockholder approval and also informed Class A ...
  41. What Am I Getting Myself Into? Five Questions Prospective SPAC... Published: 2021-04-13 17:27:18
    Directors should not expect to receive an investment bank's fairness opinion for a SPAC business combination, absent special circumstances, such as a conflict with the sponsor. ...
  42. Microsoft Word - RBH_CHARLOTTE-#3034388-v4-Pinehurst_Presentation... Published: 2016-11-04 15:38:07
    ... UOP obtained a fairness opinion, prepared in only three days, that the $21 price was fair 36 and the transaction process was done in a rush. On these facts, the Delaware court ...
  43. PCAOB Release No. 2023-001 AS 1000 - Proposed Published: 2023-03-28 15:03:39
    ...  The objective of an audit of financial statements is to express an opinion on the fairness of the financial statements in presenting, in all material respects, the ...
  44. Microsoft Word - 2021 Policy on Engagement of Independent Auditor Published: 2021-04-08 15:54:57
    ... systems design and implementation; 3. appraisal or valuation services, fairness opinions, or contribution-in-kind reports; 4. actuarial services; 5. internal audit ...
  45. FINRA Establishes New Limited Registration Regime for Capital... Published: 2016-09-13 16:15:39
    in the preparation of offering materials on behalf of an issuer;  providing fairness opinions, valuation services, expert testimony, litigation support, and negotiation and ...
  46. SEC Adopts New Rules Regarding SPAC Transactions Published: 2024-02-01 11:25:13
    ... [the Rules] creates a requirement, implicit or explicit, or expectation that a fairness opinion must be obtained." the material factors considered by the SPAC board in making ...
  47. Morris, Nichols, Arsht & Tunnell LLP Published: 2015-04-22 16:03:03
    ... The Court noted that the banker's entire fee was contingent on delivering a fairness opinion suggesting that the banker did what it could to justify the Fall Dropdown, get to ...
  48. PLI's 37th Annual Institute on Securities Regulation Published: 2025-01-19 12:04:49
    ... Accordingly, the amendments clarify the scope of the exemption so that investment companies listed on a foreign exchange must be "for sale to the public.” Fairness Opinions In ...
  49. SEC Proposes New Rules to Published: 2022-04-07 11:34:58
    ... While not required by the Proposed Rules to obtain fairness opinions, this may result in a greater number of SPACs seeking to obtain fairness opinions from financial advisors in ...
  50. P Pu Published: 2022-04-19 16:12:01
    ... financial projections provided to a SPAC's board of directors and/or the parties' fairness opinion providers to be included in the registration statement for a de-SPAC transaction. ...
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