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Results from: TheCorporateCounsel.net
  1. Microsoft Word - Adv-Corporate Governance-SOAuditors-February... Published: 2003-07-10 21:19:42
    Page 2 * Appraisal or valuation services, fairness opinions or contribution-in-kind reports, such as valuing assets or liabilities and opining on the adequacy of consideration in a ...
  2. Sarbanes-Oxley Update: SEC Proposes Auditor Independence and... Published: 2003-07-10 22:32:04
    ... systems design and implementation; appraisal and valuation services and fairness opinions; actuarial services; internal audit outsourcing services; management functions; ...
  3. Gibson Dunn: SEC Adopts Final Rules to Align SPACs More Closely... Published: 2024-02-06 10:28:17
    ... relied upon by the board of directors, the terms of any financing materially related to the de-SPAC transaction, the dilutive impact of the transaction, and any fairness opinion. ...
  4. Private Funds 2023: The Year in Brief Published: 2024-02-13 15:46:16
    extent they do not do so already);  require independent valuation opinions or fairness opinions in adviser-led secondary transactions;  mandate that advisers memorialize, in ...
  5. SEC Adopts New Rules for SPACs Published: 2024-02-05 09:46:03
    ... Reasons for the Transaction and Fairness Opinions and Other Third-Party Reports : If the law of the SPAC's jurisdiction of incorporation requires the SPAC board to determine ...
  6. In re Inergy L.P. Unitholder Litigation: The Delaware Court of... Published: 2010-11-09 13:21:11
    ... Ultimately, the Inergy Special Committee received a fairness opinion from its financial advisor, Robert W. Baird & Co. Incorporated, confirming that the Transaction was fair from a ...
  7. Delaware Supreme Court Issues Important Ruling Addressing Fiduciary... Published: 2025-02-06 09:54:23
    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 ...
  8. Audit Published: 2004-12-13 10:07:15
    ... Anticipated financial and operating benefits Offer price (premium or discount) Fairness opinion How the deal was negotiated Changes in corporate governance and their impact on ...
  9. Delaware Court Applies Entire Fairness Standard to MultiPlan... Published: 2022-01-20 09:43:07
    decision about whether to redeem their shares." 2 The opinion suggests that notwithstanding the entire fairness standard of review, for de-SPAC transactions in which all ...
  10. Section 3(a)(10): Q & A/ Discussion Forum Published: 2004-12-12 23:23:58
    by all the stockholders consitute adequate notice in order to issue a 3(a)(10)opinion? ... Staff Legal Bulletin 3/3R that "[t]he fairness hearing must be open to everyone to whom ...
  11. The Delaware courts have been : TheCorporateCounsel.net Blog Published: 2003-06-26 15:49:54
    Moffett. This opinion reverses the dismissal of a stockholder class action challenging the ... applies (i.e., whether the business judgment rule or entire fairness standard applies). ...
  12. THE HOME DEPOT, INC. POLICY REGARDING RETENTION OF INDEPENDENT... Published: 2021-04-08 15:54:57
    information systems design and implementation; appraisal or valuation services, fairness opinions, or contribution-in-kind reports; actuarial services; internal audit outsourcing ...
  13. Corporate Litigation Alert (US) Published: 2015-05-19 17:40:27
    ... and, and (3) the independent directors (i) failed to negotiate an exchange ration, (ii) disregarded the committed process and (iii) failed to seek an updated fairness opinion. ...
  14. SEC Proposes Rules Regarding Auditor Independence Pursuant to... Published: 2023-11-04 21:47:17
    systems design and implementation; 3. Appraisal or valuation services, fairness opinions, or contribution-in-kind reports; 4. Actuarial services; 5. Internal audit ...
  15. Copyright © 2024 Wilson Sonsini ... Published: 2024-02-21 15:54:33
    issued an opinion refusing to dismiss stockholder claims challenging the reincorporation of TripAdvisor from Delaware to Nevada and determining that the entire fairness standard ...
  16. BLOG Aligning SPACs and Traditional ... Published: 2024-01-26 11:15:24
    ... Fairness Opinions: the proposed rules initially would have required a statement from the SPAC as to whether it reasonably believed that a de-SPAC transaction (and related financing ...
  17. 1 Published: 2023-10-13 10:52:37
    financial statement audit for each private fund that they advise. 6. For GP-led secondary transactions, a fairness or valuation opinion is required. Preferential Treatment 7 . ...
  18. Board Special Committees and Conflict Transactions- Recurring... Published: 2006-10-25 10:58:45
    ... shareholders is at least as important in the conflict transaction context as the fairness opinion. -4- Within the universe of qualified advisors, the committee should then ...
  19. COVID-19: Rethinking Chapter 11... Published: 2020-04-08 13:59:04
    ... But there are other mechanisms to mitigate fraudulent transfer concerns as well, including obtaining solvency opinions (concerning the seller's solvency) and fairness opinions ...
  20. http://www.dlapiper.com/delaware-supreme-court-puts-brakes-on... Published: 2009-04-06 16:10:58
    ... From July 12 through July 15 the parties negotiated the terms of a merger agreement, Basell conducted due diligence, the Lyondell financial advisor prepared a fairness opinion and ...
  21. Sarbanes-Oxley 1.31 Strenghtening the Commissions Requirements... Published: 2025-07-09 08:30:52
    ... systems design and implementation; * appraisal or valuation services, fairness opinions or contribution-in-kind reports; * actuarial services; * internal audit ...
  22. Auditor Independence E-alert_.doc Published: 2003-07-10 22:30:28
    ... The "prohibited services" are: (i) bookkeeping services; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or ...
  23. SEC Issues Final Auditor Independence and Audit Record Retention... Published: 2003-07-10 22:35:30
    ... systems design and implementation; appraisal and valuation services and fairness opinions; actuarial services; internal audit outsourcing services; management functions; ...
  24. PALIB2_2448507_1.DOC Published: 2003-12-10 19:50:48
    ... systems design and implementation; * Appraisal or valuation services, fairness opinions, or contribution-in-kind reports; * Actuarial services; * Internal audit ...
  25. Significant Published: 2015-02-09 14:46:47
    ... offeror is allowed to amend, reduce and change the terms of the offer; (iv) no fairness opinion is required; (v) there is a low or no premium requirement; and (vi) the board does ...
  26. Revised Rules on Auditor Independence - FAQ Published: 2025-01-19 12:04:48
    ... A: As the Commission stated in the adopting release, "Fairness opinions are opinions that an accounting firm provides on the adequacy of consideration in a transaction. [I]f an ...
  27. Debevoise In Depth Published: 2024-02-01 11:30:46
    ... security holders, which some commenters noted created a thinly veiled obligation on the SPAC to obtain a fairness opinion. * SPAC Sponsors, Their Affiliates and Promotors. ...
  28. Compliance Dates Are Set: A Roadmap for Private Fund Advisers... Published: 2023-10-06 10:32:10
    ... Adviser-Led Secondaries Rule - RIAs advising private funds must obtain either a fairness opinion or a valuation opinion if they engage in adviser-led secondary transactions by ...
  29. THE PUBLIC COMPANY HANDBOOK Jens M. Fischer Stewart M. Landefeld Published: 2021-12-02 12:22:35
    ... Time Inc. (commonly known as the Time-Warner case). Practical Tip: Obtain a Fairness Opinion Courts give special deference to Boards that seek truly independent third-party advice, ...
  30. Microsoft Word - 11986503_1.DOC Published: 2010-04-01 23:52:31
    ... OPINION OF THE COURT The decision does not allow "the free-ranging judicial fairness' review of fees that Gartenberg could be read to authorize . . . ." JUSTICE THOMAS, concurring ...
  31. M&A Bulletin: Goldcorp Not Required to Seek Shareholder Approval... Published: 2006-11-07 12:27:56
    showing the benefits of the deal, a fairness opinion from Goldcorp's financial adviser (Merrill Lynch Canada Inc.) and advice on the merits of the deal from CIBC World Markets Inc. ...
  32. SEC Proposes New Rules for SPACs and De-SPAC Transactions Published: 2022-04-03 22:37:54
    ... holders, a change that could influence whether SPACs and their boards seek fairness opinions, which are not provided in a majority of de-SPAC transactions currently;  ...
  33. Shareholder Litigation Published: 2023-02-14 20:06:55
    ... Last year, we wrote about the Court's MultiPlan opinion, where Vice Chancellor Will applied the entire fairness standard of review and sustained stockholder claims ...
  34. Microsoft Word - 30_201005132011360355.doc Published: 2013-06-17 15:22:00
    ... First, the proxy statement presented a materially misleading description of how Craig-Hallum, the investment bank that provided the PLATO board with a fairness opinion, came to its ...
  35. 021206_SEC_Auditor Independence.qxd Published: 2003-07-10 21:16:10
    ... systems design and implementation; l Appraisal or valuations services, fairness opinions or contribution-in-kind reports; l Actuarial services; l Internal audit ...
  36. Corp_Gov_Alert_080902.qxd Published: 2003-07-10 20:33:28
    ... information systems design and implementation * appraisal or valuation services, fairness opinions, or contribution-in-kind reports * actuarial services * internal audit ...
  37. Microsoft Word - SOx_Final Egan Copy.doc Published: 2013-07-02 14:12:05
    ... systems design and implementation; 37 (3) appraisal or valuation services, fairness opinions, or contribution-in-kind reports; 38 (4) actuarial services; 39 the statutory ...
  38. New York Washington, D.C. Los Angeles Palo Alto... Published: 2010-10-26 12:43:08
    ... The Preamble states that a common problem for plan fiduciaries is the reliance on faulty valuations prepared by professional appraisals. By adding appraisals and fairness opinions ...
  39. Microsoft Word - 090206_Delaware Supreme Court Addresses Standards... Published: 2009-02-09 14:21:26
    Although ruling on an appeal of a motion to dismiss, the Supreme Court's opinion clarified certain Delaware law issues relating to the business judgment and entire fairness ...
  40. GT Alert_The SEC Proposes New Rules for Special Purpose Acquisition... Published: 2022-05-02 15:03:34
    ... While these disclosures are typically made by SPACs, the proposed rule would likely have the effect of causing SPACs to obtain a fairness opinion from an independent investment ...
  41. Securities Enforcement Forum West... Published: 2022-05-19 17:58:48
    ... However, this undertaking comes with multiple unanswered questions including how to structure any required fairness opinion and whether future projections will be required. These ...
  42. © 2022 Pillsbury Winthrop Shaw ... Published: 2022-04-19 09:58:31
    ... In 2021, only 15 percent of de-SPAC transactions were supported by fairness opinions. These rules, if enacted, could spark a major shift in the de-SPAC process and impose ...
  43. EXECUTIVE INSIGHT Corporate Reform The New SEC Auditor Independence... Published: 2003-07-10 21:02:54
    ... Appraisal or Valuation, Fairness Opinion, or The rule generally prohibits these services, although the SEC continues to permit valuations for non-financial Contribution-in-Kind ...
  44. Microsoft Word - CorpNewsletter073009pf.doc Published: 2009-08-05 12:31:37
    ... Further, prior to approving the Combination, the Activision board received a fairness opinion from its financial advisor, which had been advising the board throughout this process. ...
  45. THE OVERUSED AND UNDER-DEFINED NOTION OF MATERIALŽ IN SECURITIES... Published: 2015-07-07 12:28:32
    ... In this case, the proxy statement omitted two facts regarding valuation. First, the investment-banking firm that supplied a fairness opinion to the selling firm board had sent a ...
  46. Microsoft Word - 4123668_1.DOC Published: 2011-08-17 17:57:09
    ... there was no preclusion to the minority members' fiduciary breach suit and that the merger needed to be treated under the entire fairness standard. New York Opinions In Melcher v. ...
  47. Vol XII No 1 8.5x11.indb Published: 2010-11-18 17:12:35
    ... The parties negotiated a merger agreement between July 12 to July 15, during which time Basell conducted due diligence and Deutsche Bank prepared a fairness opinion. The Lyondell ...
  48. A Delaware Limited Liability Partnership Published: 2015-05-07 15:33:14
    ... In El Paso, where the banker's entire fee was contingent on its delivery of a fairness opinion for the transaction, and the banker's materials were found by the Fried Frank M&A ...
  49. © 2024 Pillsbury Winthrop Shaw ... Published: 2024-03-27 16:46:20
    ... However, the Final Rules will not overtly require, and there is no current statutory requirement under Delaware law [1] for, a fairness opinion in connection with de-SPAC ...
  50. LEGAL UPDATE Published: 2024-06-06 09:23:16
    ... Adviser-led Secondaries: The Final Rule would have required advisers to obtain a fairness or valuation opinion in connection with such transactions. Furthermore, advisers would ...
Total results found: 1,535
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