Search Terms:
Sort by:
Relevance
Date (newer first)
Date (older first)
This search tool conducts a search of the entire site, including the blogs and Q&A Forum.
Total results found: 1,535
Go to page: 1 2 3 4 5 6 7 8 9 10 ...
Results from: TheCorporateCounsel.net
  1. Microsoft Word - Oxera report 161007 _excised_.doc Published: 2008-01-18 00:20:13
    ... of financial information systems; - appraisal or valuation services, fairness opinions, or contribution-in-kind reports; - actuarial services; - internal audit ...
  2. 715531_1.PDF Published: 2003-07-10 21:20:34
    ... systems design and implementation. * Appraisal or valuation services, fairness opinions or contribution-in-kind reports. * Actuarial services. * Internal audit ...
  3. Microsoft Word - 737839689_5.doc Published: 2020-08-11 15:12:57
    ... The former underwriter may not want, or the SPAC may not want the former underwriter, to render a fairness opinion with respect to the initial business combination because of the ...
  4. CLIENT ALERT Delaware Supreme Court Preserves Published: 2015-05-26 15:32:07
    seeking only monetary relief, even in a situation where entire fairness review applies. ... that time, and should not be construed as legal advice or legal opinions on specifc facts. ...
  5. TEMPLATE_NL Published: 2005-04-19 15:27:37
    ... In addition, counsel should be consulted as to whether any steps should be taken to "bless" the terms or the process (e.g., obtaining a fairness opinion from an independ- ent ...
  6. Considering a SPAC Transaction? Keep ... Published: 2021-03-02 17:36:35
    ... plaintiffs generally focus on factors such as a failure to appoint a special committee to evaluate a proposed transaction or a lack of third party valuation or fairness opinion. ...
  7. Delaware Court Reaffirms Revlon Duties and Fiduciary Published: 2013-07-15 18:40:03
    ... it was prepared at the request of the Board, it was not relied on for Goldman's fairness opinion and the valuation range was substantially similar to the valuation range of the ...
  8. Client Alert: Delaware Court Opens the Door to Private Dilution... Published: 2013-05-07 13:38:20
    ... received in meeting minutes; (3) obtaining an unbiased, third-party valuation of the company or, if practical, a written fairness opinion from an independent and reputable source. ...
  9. Microsoft Word - NY2-#660292-v2-Client_Alert_--_Section_3_a_... Published: 2009-06-08 22:05:10
    ... Merrill Lynch Capital Markets will not: (1) be named as a dealer manager of the Exchange Offer; (2) deliver a fairness opinion with respect to the Exchange Offer; or (3) ...
  10. securities reg law journal v46 #2 pam Published: 2018-09-17 18:56:57
    ... author a state- ment, such as an attorney opinion letter or an investment banker fairness opinion that is transmitted to investors."). 83 Janus, 564 U.S. at 142-43. 84 American Bar ...
  11. Member of the Firm Published: 2007-12-19 21:51:28
    ... Furthermore, California law will require a fairness opinion in connection with certain interested party transactions, so the parties should take particular care if a merger, ...
  12. Microsoft Word - 120s001_.DOC Published: 2010-11-08 15:41:58
    ... decisions, (iii) specifically including the provision of appraisals and fairness opinions, (iv) making specific reference to advice and recommendations as to the ...
  13. Governance Insights 2020 Published: 2020-10-05 19:11:12
    ... Therefore, boards and special committees must determine whether one or more fairness opinions are required and, if so, the appropriate terms and financial arrangements for the ...
  14. A Delaware Limited Liability Partnership Published: 2016-04-05 14:03:36
    ... to ensure that the advice and analyses are understood, consider obtaining a fairness opinion or legal opinion, and remain in control of the committee process;  consider ...
  15. SECAdoptsFinalRules-Auditors.qxd Published: 2003-07-10 22:21:02
    ... and make recommendations to management. 3. Appraisal or Valuation Services, Fairness Opinions, and Contribution-in-Kind Reports are pro- hibited unless it is reasonable to ...
  16. d5a52268-ad83-49b0-a666-7c5b818ac2e7.pdf Published: 2009-02-17 16:54:28
    ... were grossly negligent. 367 Although the Delaware Supreme Court noted that "fairness opinions by independent investment bankers are [not] required as a matter of law," 368 in ...
  17. clearygottlieb.com Published: 2024-06-17 14:49:13
    ... to closely review disclosures to investors regarding adviser-led secondary transactions, as well as the process around pricing if fairness or valuation opinions are not obtained. ...
  18. Directors' Responsibilities Published: 2014-10-21 20:16:50
    ... Furthermore, the board did not request or receive any legal advice or a fairness opinion, nor did it consider or reserve the right to solicit higher offers. In applying the ...
  19. Same Day Clearance Option from FINRA for Shelf Offerings Begins... Published: 2010-03-02 20:09:37
    underwriting terms to determine their fairness and reasonableness, principally through ... a "no-objections" opinion relating to the underwriting terms and other arrangements. ...
  20. SidleyPerspectives ON M&A AND CORPORATE GOVERNANCE Published: 2017-04-13 13:11:30
    ... An affiliate of the financial advisor that provided Consolidated's board with a fairness opinion had also committed to be part of a bank syndicate refinancing $935 million of ...
  21. New York Washington, D.C. Los Angeles Palo Alto... Published: 2016-05-25 18:51:57
    evaluating the fairness of financial statements in an age of complex, globalized corporate operations. The reproposed standard would retain the "pass/fail" opinion of the existing ...
  22. Court Decisions Breathe New Life into Lawsuits over Directors... Published: 2025-01-19 12:04:34
    ... The decision has produced a variety of opinions from commentators, ranging from cautious ... and would instead review the awards under the entire fairness standard of review. ...
  23. Federal Securities Law Compliance (CC July-Aug 2019) Published: 2025-01-19 12:04:19
    ... alternatives, reasons and effects, the fairness of the transaction, whether it was ... disclosure regarding any oral or written opinions or appraisals received in connection ...
  24. A Delaware Limited Liability Partnership Published: 2016-02-09 16:52:27
    ... The defendants agreed to supplemental disclosure that provided further details about the financial analysis performed by the company's bankers in arriving at their fairness opinion ...
  25. Tools You Can Use - Helping the Audit Committee Manage its Relationshi... Published: 2013-07-02 14:15:36
    ... systems design and implementation, * Appraisal or valuation services, fairness opinions or con- tribution-in-kind reports, * Actuarial services, * Internal audit ...
  26. TheCorporateCounsel.net Published: 2023-11-04 21:47:19
    ... The prospectus/proxy statement requires extensive disclosure on the background of the transaction, any investment banker's fairness opinion and a comparison of the rights of ...
  27. f94b06c2-7223-47d6-a608-3d23ae1dea87.pdf Published: 2009-03-18 00:09:24
    ... were grossly negligent. 398 Although the Delaware Supreme Court noted that "fairness opinions by independent investment bankers are [not] required as a matter of law," 399 in ...
  28. © 2024 Bryan Cave Leighton Paisner... Published: 2024-02-01 15:03:01
    ... If the SPAC or the target company makes projections, including in a third-party fairness opinion, disclosure is required on whether they reflect the views of the board or ...
  29. SidleyPerspectives ON M&A AND CORPORATE GOVERNANCE Published: 2024-08-12 13:31:39
    ... each party in the same place economically, the parties will each likely want the fairness opinions they receive from their financial advisors to cover the full range of ...
  30. Microsoft PowerPoint - FINRA-R5.ppt [Compatibility Mode] Published: 2010-10-26 12:34:56
    ... in a savings and loan conversion or a bank offering or the preparation of a fairness opinion pursuant to SEC Rule 13e-3. 5 FINRA Rule 5110 - General * Thus, a FINRA member ...
  31. Microsoft Word - PDFfile.doc Published: 2004-04-27 15:37:42
    ... Skadden 3 and to obtain an opinion from NASD staff as to the fairness of the terms and arrangements prior to the commencement of sales. The Corporate Financing Department ...
  32. New York Washington, D.C. Los Angeles Palo Alto... Published: 2017-03-27 16:36:01
    ... terms were fully baked" by the time the financial advisor was hired to render a fairness opinion. 13 Thus, under the facts as alleged in the Complaint, the Court found an ...
  33. Microsoft Word - Reference GuideCover Published: 2003-07-10 20:45:30
    ... Appraisal or valuation services, fairness opinions or contribution-in-kind reports: * The rules prohibit an accountant from providing any appraisal service, valuation service, or ...
  34. Microsoft Word - PDFfile.doc Published: 2004-04-23 12:33:32
    ... the parties and is based on objective facts." 3 and to obtain an opinion from NASD staff as to the fairness of the terms and arrangements prior to the commencement of sales. ...
  35. M&A/PE Quarterly CONTENT Published: 2022-04-27 10:44:53
    ... Practice Points  A controller should be mindful that obtaining a financial advisor's or expert's valuation or a fairness opinion, standing alone, may not render a conflicted ...
  36. 2015 Mid-Year Securities Litigation Update Published: 2015-07-15 13:29:47
    ... where the standard of review for such transactions is entire fairness. In Cornerstone, an opinion authored by Chief Justice Strine, the Supreme Court reversed two recent ...
  37. Governance Insights Center ACES (Audit Committee Excellence Series... Published: 2018-08-08 10:51:52
    ... information systems design and implementation * Appraisal or valuation services, fairness opinions or contribution-in-kind reports * Actuarial services * Internal audit outsourcing ...
  38. Microsoft Word - DP6Q01!.DOC Published: 2003-07-10 22:10:06
    ... With respect to the prohibitions on bookkeeping, financial information systems design and implemen- tation, appraisal, valuation, fairness opinions or con- tribution-in-kind ...
  39. 28340_031_BMK.ps Published: 2010-06-28 17:25:43
    ... systems design and implementation; Š appraisal or valuation services, fairness opinions or contribution-in-kind reports; Š actuarial services; Š internal audit ...
  40. SEC Approves Final SPAC Rules Insight V&E SEC Update Published: 2024-01-29 11:08:39
    ... The SEC also states that the final rules should avoid any misimpression that final Item 1606(a) creates a requirement or expectation that the SPAC obtain a fairness opinion in ...
  41. Microsoft Word - DP6Q02!.DOC Published: 2013-07-02 14:20:14
    ... With respect to the prohibitions on bookkeeping, financial information systems design and implemen- tation, appraisal, valuation, fairness opinions or con- tribution-in-kind ...
  42. Newly Proposed Amendments to the Delaware General Corporation... Published: 2025-02-19 14:20:32
    ... In effect, the New Legislation charts a path advocated before the Delaware Supreme Court's 2024 Match opinion which limits the application of "entire fairness" absent "MFW" ...
  43. The Public Company Primer 2011 Edition Published: 2011-07-25 02:00:43
    ... design and implementation; 9 RR DONNELLEY Š appraisal or valuation services, fairness opinions or contribution-in-kind reports; Š actuarial services; Š internal audit ...
  44. Alert Published: 2022-01-07 15:25:14
    ... regarding the SPAC board's process in evaluating the transaction and, if applicable, in the disclosure regarding the fairness opinion provider's analysis supporting its opinion. ...
  45. Wilmington Update Published: 2009-05-08 21:38:21
    ... The parties negotiated in the interim while the financial advisor prepared a "fairness" opinion. The board again met and instructed management to try to negotiate better terms, ...
  46. BlackRock Investment Stewardship Global Quarterly Stewardship... Published: 2020-05-26 16:42:55
    ... Both companies sought approval to conduct mergers without seeking or providing a fairness opinion with respect to the valuation of the transaction. In one case, a biotech company ...
  47. Microsoft Word - ~2581212.doc Published: 2008-06-11 10:36:15
    ... as through the retention of an investment banker to shop or value the assets, a fairness opinion or the solicitation of alternative bids.) The Bridgeport Holdings decision is an ...
  48. DELAWARE LAW ALERT: A STEP-BY-STEP APPROACH FOR BOARDS EVALUATING Published: 2025-04-28 15:31:05
    ... terms were fully disclosed to and approved by appropriate stakeholders. * Reach a fair price, including with reference to market data and a financial advisor's fairness opinion. ...
  49. 739133_007_BMK.PDF Published: 2014-08-07 23:35:15
    ... systems design and implementation; Š appraisal or valuation services, fairness opinions or contribution-in-kind reports; Š actuarial services; Š internal audit ...
  50. WilmerHale 2021 M&A Report Published: 2021-04-27 14:39:52
    ... The board of a public target almost always obtains a fairness opinion from an investment banking firm and, depending on the circumstances, the board of the acquirer may choose to ...
Total results found: 1,535
Go to page: 1 2 3 4 5 6 7 8 9 10 ...