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Results from: TheCorporateCounsel.net
  1. E-Minders March 2010 Published: 2025-01-19 12:03:29
    ... Among other new additions, during the last month we have: Held the webcast - "The Latest on Fairness Opinions" (2/3) - for DealLawyers.com members Held the webcast - "How to ...
  2. Clearing Up Confusion Over Audit Response Letters : TheCorporateCounse... Published: 2011-02-24 07:30:49
    ... Recent Developments Regarding Fairness Opinions, Valuation Analyses and Related Topics We have posted the transcript for our recent DealLawyers.com webcast: "Recent Developments ...
  3. STRAIGHT TALK IS GOOD BUSINESS. Published: 2013-08-19 12:18:54
    that EPE received consideration of approximately $100 million for TEPPCO GP. The Committee approved the 2009 Sale based in part upon a fairness opinion rendered by Morgan Stanley. ...
  4. United States Supreme Court Limits Investor Suits for Misleading... Published: 2015-03-25 15:59:56
    ... Capitol Bancorp Ltd., 551 F.3d 1156, 1162 (9th Cir. 2009) (fairness opinions "can give rise to a claim under [S]ection 11 only if the complaint alleges with particularity that the ...
  5. Very Candid Disclosure: From the Company that Brought You "Dead... Published: 2009-07-20 08:44:00
    ... In fairness you did not ask this last question, but we think it is the one you still want answered. You have expressed your opinions and have done a great deal to advance your ...
  6. The Staff's New Section 13(d)/(g) CDIs (CC November-December... Published: 2025-01-19 12:04:14
    ... to Implement E-Proxy in Year Two" (2/2) DealLawyers.com's-"The Latest on Fairness Opinions" (2/3) Naspp.com's-"Current Developments Impacting Brokers & Transfer Agents (And ...
  7. A. Securities Act Sections: 32.Section 3(a)(9) Published: 2025-01-19 12:04:37
    provided by Section 3(a)(9) for the issuance of the debt securities simply because it pays an investment banker's fee for a fairness opinion on the terms of the transaction. ...
  8. SIDLEY UPDATE Expansive New SEC Rule Proposals Seek Published: 2022-04-03 21:53:36
    ... While the proposed rules do not add a requirement that SPACs obtain a fairness opinion, the proposed rules indicate that disclosure by a SPAC regarding the fairness of a de-SPAC ...
  9. 'Say' Earnings Calls: Less Boring? : TheCorporateCounsel.net... Published: 2021-04-17 19:12:53
    Recently, the Delaware Court of Chancery reaffirmed that the entire fairness standard applies to most decisions that directors make about their own compensation. The opinion - ...
  10. Backdated Options: Consent a Tender Offer? Need to Consider the... Published: 2025-07-31 16:34:09
    ... After days of wrangling, Thomson Financial declined to give the banking titan "league table" credit for writing a fairness opinion - a relatively minor role in the merger process - ...
  11. E-Minders Published: 2025-01-19 12:03:31
    ... Carve-Out Transactions - The Odd Couple: Indemnification and R&W Insurance - Fairness Opinions: How to Avoid Provider Conflicts - Standards of Review: When the Controlling ...
  12. September, 2001 Published: 2003-07-10 21:24:08
    information systems design and implementation; appraisal or valuation services, fairness opinions, or contribution-in-kind reports,; actuarial services; internal audit outsourcing ...
  13. Debevoise In Depth Published: 2022-04-27 15:54:23
    To support its conclusion, the SPAC board is likely to call on its financial advisor to render a fairness opinion in connection with the de-SPAC transaction, a rarity in today's ...
  14. Weinberg Survey Shows We Can Agree on Something : Proxy Season... Published: 2026-01-20 06:09:00
    So, it's not a completely unbiased cross-section of opinions, especially if you're trying ... with low satisfaction, limited predictability, and only middling fairness and usefulness. ...
  15. To: Published: 2008-09-08 02:32:58
    ... defendants Cash, Crandall, Clemmer, Bradley, Waterhouse, and Wilson were members of the board's special committee that was charged with reviewing the Sonenshine fairness opinion. ...
  16. Delaware Supreme Court Addresses Outside Director Liability in... Published: 2015-05-21 17:03:48
    Otherwise, the outside director can seek a dismissal from the proceedings before the transaction is reviewed for entire fairness. The Delaware Supreme Court's Opinion The Delaware ...
  17. 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 ...
  18. E-minders April 2004 Published: 2025-01-19 12:03:28
    ... of Forensic Accounting on Fraud Investigations (Part I) (3/1/04) Joel Johnson on Fairness Opinions (2/23/04) Posted Notes from PLI's 2004 SEC Speaks Created 3 new Practices Areas: ...
  19. E-minders March 2004 Published: 2025-01-19 12:03:29
    ... Interviewed a number of experts for "Inside Track with Broc," including: Joel Johnson on Fairness Opinions (2/23/04) Richard Parr on Communicating With Your Directors (2/16/04) ...
  20. E-Minders January 2008 Published: 2025-01-19 12:03:29
    ... Held the webcast - "Rightsizing Compliance Programs for Smaller Companies" - for TheCorporateCounsel.net members. Held the webcast - "The Latest on Fairness Opinions" - for ...
  21. TheCorporateCounsel.net's SEC Comment Letter Process Handbook Published: 2025-08-06 16:01:05
    .........10-19 - Supplemental Request for Fairness Opinion Materials ......10-20 - Futures Comment Turns ...
  22. 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. ...
  23. 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 ...
  24. 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, ...
  25. 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 ...
  26. 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). ...
  27. E-Minders March 2011 Published: 2025-01-19 12:03:30
    ... Held the webcast - "Ask the Experts: Last Chance to Ask About Section 6039 Returns" for Naspp members (2/3) Held the webcast - "Recent Developments Regarding Fairness Opinions, ...
  28. 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. ...
  29. 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 ...
  30. 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. ...
  31. 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 ...
  32. 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 ...
  33. 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 ...
  34. 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 ...
  35. 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 ...
  36. 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. ...
  37. 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 ...
  38. 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 ...
  39. 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 ...
  40. 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 ...
  41. 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 ...
  42. 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 ...
  43. 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 ...
  44. 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 ...
  45. 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, ...
  46. 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 ...
  47. 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 ...
  48. 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 ...
  49. 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 ...
  50. 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. ...
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