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Results from: TheCorporateCounsel.net
  1. It is now time for foreign private... Published: 2018-01-11 16:41:16
    ... of being incorporated into the report of a financial advisor (most commonly in a fairness opinion), are not non-GAAP measures under Regulation S-K and Regulation G, provided the ...
  2. Developments in Corporate Governance: Looking Ahead to 2010 ... Published: 2009-12-23 19:44:00
    ... The OSC expressed the view that a fairness opinion prepared by an adviser who is paid a success fee "does not assist a special committee of independent directors in demonstrating ...
  3. Final Rule: Strengthening the Commission's Requirements Regarding... Published: 2025-01-19 12:04:48
    ... information systems design and implementation; Appraisal or valuation services, fairness opinions, or contribution-in-kind reports; Actuarial services; Internal audit outsourcing ...
  4. Social Media Hypotheticals: TheCorporateCounsel.net's ... Published: 2025-07-29 18:32:27
    ... In response, Acme's financial advisor tweets "Our fairness opinion is through. Fair deal." - Do advisors need to be trained about what they can tweet about their client? G. Pre-IPO ...
  5. Client Alert April Published: 2022-04-07 11:43:16
    ... This will provide further incentive to SPACs to 4 seek fairness opinions to substantiate their "reasonable belief" as to the fairness of the transaction. Of note is that IPO ...
  6. Microsoft Word - 747098570_1.docx Published: 2022-04-05 15:22:07
    ... The Proposed Rules will contribute to the use of third party fairness opinions in de- SPAC transactions. The Proposed Rules would require a SPAC to opine on whether it reasonably ...
  7. SEC Proposes Sweeping Regulations Regarding SPAC and De-SPAC... Published: 2022-04-12 09:18:52
    ... areas such as the sponsor, potential conflicts of interest, dilution, and the use of fairness opinions in analyzing both de-SPAC transactions and related financial transactions. ...
  8. © 2022 Troutman Pepper Hamilton ... Published: 2022-03-31 19:49:10
    fair or unfair to investors and whether the SPAC has obtained any outside opinion relating to the fairness of the transaction. Treating de-SPAC Transactions as Traditional IPOs. ...
  9. Forum Selection Bylaws-Drilling Deeper : Mike Gettelman's Blog Published: 2014-02-01 22:22:00
    ... But, footnote 93 of Strine's opinion is most interesting, pointing out (presumably, as a ... as to hostile bidder; Arbitration Fairness Act of 2013 modified to include ...
  10. E-Minders March 2006 Published: 2025-01-19 12:03:29
    ... value of the securities covered by fairness hearing applications totaled over $40 ... based on allegedly incorrect Investment Company Act and Investment Adviser Act opinions. ...
  11. ISS Releases 2016 Policy Updates : TheCorporateCounsel.net Blog Published: 2015-11-23 07:08:07
    in 2013 was governed by the entire fairness review as a self-dealing transaction. ... The Court of Chancery of the State of Delaware disagreed in this opinion. Stockholder ...
  12. Microsoft Word - 15061717_1.DOC Published: 2003-07-10 21:12:38
    ... The Release does not mention any special considerations for foreign issuers. Appraisals, valuations, fairness opinions, contribution-in-kind reports The Final Rules prohibit ...
  13. Microsoft Word - ~4232336.doc Published: 2003-07-10 21:59:24
    ... in conjunction with the design and installation of a system by another service provider. (3) Appraisal or valuation services, fairness opinions, or contribution-in-kind reports. ...
  14. Client Alert Published: 2010-10-22 12:38:55
    ... to maximize the selling price, and the receipt of a fairness opinion from an investment bank, do not directly address the director conflict concerns raised by the Trados decision. ...
  15. New York and Washington Courts Issue... Published: 2018-05-10 12:57:35
    ... At that point, the financial advisor did provide a fairness opinion, and the sale of 50.1 percent of Xerox was unanimously approved by Xerox's board and announced in January 2018 ...
  16. CORPORATE - INITIAL PUBLIC OFFERING (IPO) Published: 2015-05-01 12:29:00
    ... are presented to the conflicts committee. * A dropdown should not be approved simply because a conflicts committee's financial advisor is willing to deliver a fairness opinion. ...
  17. Securities Regulation Bulletin Published: 2011-07-25 18:15:37
    ... Often, expert reports or opinions in an information circular, such as a fairness opinion or tax opinion, are of limited use to prospective investors in a subsequent financing. ...
  18. Calculation Of Cram-DownŽ Interest Rate Published: 2009-08-28 18:35:05
    combination transactions, including but not limited to rendering a fairness, solvency, or similar opinion, including, in each case, principals who super- vise such activities, ...
  19. P8303_The Long Guide_spot color Published: 2005-01-14 15:32:45
    ... information systems design or implementation * Appraisal or valuation services, fairness opinions, etc. * Actuarial services * Internal audit outsourcing services * Management ...
  20. View PDF Published: 2024-01-30 10:33:49
    ... requirement, suggesting it was a thinly veiled "suggestion" for the SPAC to obtain a fairness opinion. The SEC backpedaled from this requirement in favor of the above requirements. ...
  21. Place Title of Article Here Please Place Title of Article Here... Published: 2015-05-18 01:54:15
    in question is the Revlon or Unocal standard, entire fairness or the business judgment rule. The Court of Chancery opinions in question had essentially held that the ...
  22. SPAC Redemption Rights-Panacea or Achilles Heel? Delaware Court... Published: 2022-02-14 11:53:48
    ... as effective under Delaware law, without completely jettisoning the expertise and effectiveness of the SPAC sponsor. 3. Independent Financial Advisor and Fairness Opinion. ...
  23. Audit Fees Published: 2022-10-05 12:15:27
    ... information system design and implementation; Appraisal or valuation services, fairness opinions, or contributions-in-kind reports; Actuarial services; Internal audit outsourcing ...
  24. clearygottlieb.com Published: 2022-01-05 12:11:44
    ... company, re-examining the independence and compensation of non-sponsor directors, and third-party valuation reports or fairness opinions as to the value of the target business. ...
  25. clearygottlieb.com Published: 2023-07-18 14:41:15
    ... of the target; - The requirement that the appraisal report be accompanied by a fairness opinion of a Self Regulatory Organization of appraisers approved by the Government; - The ...
  26. CLIENT NEWSFLASH Second Circuit Vacates ... Published: 2014-06-05 13:37:57
    The majority opinion also provided a list of factors to consider in assessing fairness and reasonableness in consent settlements, including "(1) the basic legality of the decree; ...
  27. A Delaware Limited Liability Partnership Published: 2016-03-14 17:50:32
    ... directors approved the Transaction in one day, without independent advisors or a fairness opinion; and  the Halt directors required that the stockholders' decide whether to ...
  28. CGA_010208_3.indd Published: 2008-01-17 12:44:43
    ... Based on an affirmative fairness opinion from Houlihan Lokey Howard & Zukin (Houlihan) to the committee, the board and the committee approved the going- private transaction. The ...
  29. Chancery Court Applies Onerous ... Published: 2022-01-28 09:04:24
    ... due diligence, obtaining a fairness opinion as to the value of the target company, and potentially creating an independent special committee to review the proposed transaction. ...
  30. Other Responsibilities Published: 2016-07-14 16:01:00
    ... Fairness opinion fees generally are bifurcated so that the fee for the opinion is payable regardless of whether a transaction proceeds. Furthermore, if a board is aware that a ...
  31. Gibson Dunn: 2018 Year-End Securities Litigation Update Published: 2019-03-05 17:25:23
    ... July 2, 2018), reargument denied, 2018 WL 3468216 (D. Del. July 18, 2018). Because the board cited a fairness opinion in its decision to approve the merger, the court held that a ...
  32. Perkins Coie Published: 2025-01-19 12:03:49
    ... Court of Chancery determined that an outside director who possessed special expertise had no right to rely on a fairness opinion prepared by the company's financial advisors. ...
  33. Correcting Corporate Benefit: Published: 2014-09-24 15:07:42
    ... See generally Blake Rohrbacher & John Mark Zeberkiewicz, Fair Summary: Delaware's Framework for Disclosing Fairness Opinions, 63 BUS. LAW. 881, 882 (2008); Lloyd L. Drury III, ...
  34. 1313 North Market Street P Published: 2011-02-07 20:05:16
    ... plan fiduciary, participant or beneficiary with either: * advice, appraisals or fairness opinions concerning the value of investments; * recommendations as to the advisability of ...
  35. Director Liability Developments: Delaware Gets Dangerous? Published: 2004-10-29 10:32:32
    ... The court reasoned that while the other directors could argue that they relied on the fairness opinion of the independent financial advisor to the special committee, that argument ...
  36. KNOWLEDGE Published: 2022-01-19 11:37:53
    ... underscores the benefits of running an exploratory process to identify merger candidates, vetting the due diligence conducted by third-parties, and obtaining a fairness opinion. ...
  37. Annual Meetings: Make Sure Your "Inspector of Election" Templates... Published: 2022-10-18 06:23:00
    really would not pass a sniff-test for "fairness" or "strict impartiality" if a ... ideally obtain current outside auditor opinions as to their overall reliability - or ...
  38. IN THE UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF... Published: 2010-09-04 13:21:37
    ... Intervoice placed into issue any defense that would require the Court in fairness to allow Aflac to review the privileged opinions or other privileged communications related to the ...
  39. Audit Committee Requirements and Independent Auditors Published: 2025-01-19 12:03:48
    ... of the audit client; financial information systems design and implementation; fairness opinion, appraisal or valuation services or contribution in-kind reports; actuarial ...
  40. Microsoft Word - 3P4C01!.DOC Published: 2003-07-10 21:50:50
    ... client's financial statements; * providing appraisal or valuation services, fairness opinions, or contribution-in-kind reports for an audit client, unless it is reasonable to ...
  41. Investment Management Material Investment Management Developments... Published: 2022-05-05 10:37:38
    ... Adviser-Led Secondaries Rule Proposed Rule 211(h)(2)-2 would require private fund advisers to obtain a fairness opinion in connection with a secondary transaction which they ...
  42. S&C Publication: SEC Adopts Rules Regulating SPACs and De-SPAC... Published: 2024-01-30 12:31:41
    ... outside reviewers of management projections, or anyone who provides a fairness opinion about the transaction." 28 3. Elimination of PSLRA Safe Harbor, Projections and ...
  43. Structure for SPACs: SEC Publishes Final Rules Published: 2024-02-16 15:40:38
    ... encouraging SPAC shareholders not to redeem and providing the basis for a fairness opinion (if applicable) and recommendation to shareholders that they approve the transaction. ...
  44. Microsoft Word - NY2-#669518-v1-Client_Alert_--_FINRA_Inaugurates... Published: 2010-02-25 19:01:02
    in order to enable FINRA to assess the fairness and reasonableness of proposed ... FINRA has delivered a no-objections opinion relating to the underwriting compensation. ...
  45. Your title goes here Published: 2014-11-19 14:05:42
    ... than 90 business days; o the offeror may amend the offer; o there is no required fairness opinion; PAGE 3 o there is a low to no premium threshold; and o material provisions of the ...
  46. Alert Published: 2021-02-23 16:38:35
    ... In certain circumstances that are more ripe for conflicts, a SPAC board may want to consider whether to engage an independent financial advisor to provide a fairness opinion, which ...
  47. 1313 North Market Street P Published: 2016-11-04 15:39:30
    ... It is critical for the legal advisor to ensure that the scope of any fairness opinion to be provided by the financial advisor is appropriate in light of the special committee's ...
  48. Section 3(a)(10) and "Topping Up": Q & A/ Discussion Forum Published: 2012-01-11 02:14:27
    ... There is certainly no consideration of fairness to other shareholders or other ... My second gut reaction is that your legal opinion should definitely not tie you down to a ...
  49. Auditor Reporting COVID-19 Considerations Published: 2020-08-13 14:50:35
    ... An auditor may decline to express an opinion whenever he or she is unable to form or has not formed an opinion as to the fairness of presentation of the financial statements in ...
  50. By: Dean Kristy, Susan Muck and Jennifer Bretan Delaware Chancery... Published: 2015-09-04 17:12:39
    ... The Court also held that the board's receipt of a fairness opinion from a financial advisor that had co- managed the Company's initial public offering was appropriate (and that ...
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