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Results from: TheCorporateCounsel.net
  1. 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. ...
  2. 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 ...
  3. 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 ...
  4. 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 ...
  5. 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. ...
  6. 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 ...
  7. 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 ...
  8. 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. ...
  9. [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 ...
  10. 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 ...
  11. 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 ...
  12. 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 ...
  13. 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 ...
  14. 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 ...
  15. 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 ...
  16. 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 ...
  17. 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 ...
  18. 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 ...
  19. 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. ...
  20. 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. ...
  21. SEC Issues Final Rules on Auditor Independence-updated.qxd (Page... Published: 2003-07-10 20:47:30
    ... Appraisal Services * No appraisal, valuation or other service may be provided where the service involves a fairness opinion or contribution-in-kind report for an audit client ...
  22. WSGR Alert Published: 2025-02-07 09:17:57
    In reaching its decision, the Delaware Supreme Court reversed the trial court's opinion applying the more onerous entire fairness standard of review to TripAdvisor's proposed ...
  23. M&A REPORT - DELAWARE SUPREME COURT ISSUES RULING CLARIFYING... Published: 2015-05-19 15:58:10
    where the standard of review for such transactions is that of entire fairness. In Cornerstone, an opinion authored by Chief Justice Strine, the Supreme Court reversed two recent ...
  24. SIDLEY UPDATE SEC Adopts Final Rules Regarding Special Purpose... Published: 2024-01-30 10:23:31
    ... de-SPAC transaction was fair or unfair to unaffiliated securityholders of the SPAC, which some commenters noted created an apparent "back-door" requirement for a fairness opinion. ...
  25. Client Alert Published: 2017-04-17 12:04:28
    price offering, fairness opinions, disclosure of price and concessions in selling agreements, notification requirements for offering participants, and payments for market making. ...
  26. Release No. 33-8154 Published: 2025-01-19 12:04:47
    ... information systems design and implementation; Appraisal or valuation services, fairness opinions, or contribution-in-kind reports; Actuarial services; Internal audit outsourcing ...
  27. 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 ...
  28. New York Washington, D.C. Los Angeles Palo Alto... Published: 2023-01-09 13:48:06
    ... of the de-SPAC transaction; 16 and (iii) the Board did not receive a fairness opinion. 17 IMPLICATIONS As a follow-on to the Court's ruling in MultiPlan, the decision ...
  29. 9ea61c6e-5b91-4657-b9a2-e286dd163b58.pdf Published: 2008-10-20 14:17:26
    ... were grossly negligent. 325 Although the Delaware Supreme Court noted that "fairness opinions by independent investment bankers are [not] required as a matter of law," 326 in ...
  30. Microsoft Word - FINAL Auditor Independence.doc Published: 2003-07-10 20:54:48
    ... during a financial statement audit; * appraisal and valuation services, fairness opinions or contribution in kind reports, unless it is reasonable to conclude that the ...
  31. M&A Report - New Delaware Court of Chancery Decision Examines... Published: 2015-04-23 17:53:18
    ... with the Parent; the negotiations would lead to a nominally better price for El Paso MLP; the Conflicts Committee would receive a fairness opinion; and the deal would be approved. ...
  32. Auditor Independence.qxd Published: 2003-07-10 20:28:50
    ... information systems design and implementation * appraisal or valuation services, fairness opinions or contribution-in-kind reports * actuarial services * internal audit outsourcing ...
  33. AN OFFERING FROM THE BDO CENTER FOR CORPORATE GOVERNANCE AND... Published: 2016-03-07 19:10:54
    ... Boards should consider obtaining a fairness opinion from an independent provider to protect the interests of the shareholders. For more on these topics and other key issues to ...
  34. M&A/Private Equity Published: 2018-06-06 18:12:36
    ... of good faith for actions taken in reliance on experts (such as reliance on a fairness opinion), and safe harbor provisions (providing a conclusive presumption of good faith ...
  35. SEC Adopts Final Rules Concerning SPAC Initial Public Offerings... Published: 2024-03-06 11:32:10
    ... Additionally, if the SPAC or SPAC sponsor received a fairness opinion from an outside party regarding the fairness of the de-SPAC transaction, the details of such opinion must be ...
  36. Author: Oderah C. Nwaeze Revlon Duties Generally Described Published: 2022-04-03 21:20:04
    ... For instance, Delaware courts have previously held that auctions for smaller companies could require more marketing to be considered reasonable. Fairness opinion. Obtaining a ...
  37. http://www.dorsey.com/going_dark_voluntary_delisting_deregistra Published: 2009-03-17 18:10:04
    ... or third party acquirors and require extensive board consideration, disclosure, fairness opinions, SEC filings and often a shareholder vote. "Going dark," on the other hand, can ...
  38. LAWFLASH SEC'S PROPOSED RULES AIM TO... Published: 2022-04-13 19:18:27
    ... SPACs may seek a fairness opinion from a financial advisor to substantiate their "reasonable belief," but the Proposed Rules do not require a SPAC to obtain such an opinion. ...
  39. ATTORNEY ADVERTISING Published: 2017-10-19 10:20:43
    ... projections provided to its financial advisor for purposes of obtaining a fairness opinion it disclosed to its stockholders. The full text of the new and revised C&DIs ...
  40. SEC Proposes Significant Changes to Rules Affecting SPACs and... Published: 2022-04-01 09:35:00
    a fairness determination from the SPAC as to the de-SPAC transaction and any related financing transactions, and * requiring disclosure regarding any outside report, opinion or ...
  41. SEC Proposes Rules to Alter Disclosure Published: 2022-04-10 19:12:07
    ... acquisition, the Delaware Court of Chancery has in the past required disclosure of management's projections, especially if those projections formed the basis of a fairness opinion. ...
  42. Microsoft Word - DOCSWIL-#268802-v1-2005_REVIEW_OF_DEVELOPMENTS... Published: 2005-10-24 11:05:12
    ... expertise" and expertise in the telecommunications industry made it implausible for him to rely on the fairness opinion rendered by the special committee's financial adviser. ...
  43. Handling Ill Directors Who Can't Perform : The Mentor Blog Published: 2016-11-16 06:28:00
    be subject to review under the entire fairness standard, which has been discussed in ... board needs to act in reliance upon the opinion of legal counsel who is familiar with the ...
  44. Relationships Outside the Company Can Cause Conflicts of Interest... Published: 2015-11-05 13:31:21
    to proceed with a derivative lawsuit challenging the fairness of the transaction. The Delaware Supreme Court's opinion provides important insight into how judges will analyze ...
  45. SEC Adopts Rules on Auditor Independence in Accordance with Title... Published: 2025-01-19 12:03:48
    systems design and implementation;(3) Appraisal or valuation services, fairness opinions, or contribution-in-kind reports;(4) Actuarial services;(5) Internal audit ...
  46. SEC Proposes Rules Regarding Auditor Independence Published: 2025-01-19 12:03:49
    ... The old rules prohibited an auditor from providing appraisal or valuations services, fairness opinions, or contribution-in-kind reports[fn5] for audit clients, except in limited ...
  47. New Delaware Decision Again Raises ... Published: 2018-04-25 19:04:46
    ... control of the company in the round, the board did not use a financial advisor or obtain a fairness opinion and only a "select" group of investors was allowed to participate. ...
  48. Microsoft Word - Going-Concern Opinions and Corporate Governance... Published: 2018-10-25 17:51:47
    ... to achieve objectives of both audits to express an opinion on both fairness of financial statements and effectiveness of internal control over financial reporting (PCAOB 2009). ...
  49. IN THE SUPREME COURT OF THE STATE OF DELAWARE Published: 2015-05-14 20:19:03
    ... Bear Stearns; iii) the complete lack of negotiation of the exchange ratio; iv) the utter disregard for the committee process; and v) the failure to seek an updated fairness opinion...
  50. Attorney Advertising Published: 2015-05-06 15:09:00
    ... and approved the dropdowns only after negotiating with EPC to obtain improvements to EPC's initial offer and obtaining a written fairness opinion from the financial advisor. ...
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