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Results from: TheCorporateCounsel.net
  1. Inside Track with Broc: Suzanne Rothwell on NASD's New Approach... Published: 2025-01-19 12:03:41
    ... with the NASD about the underwriting arrangements and to obtain an opinion from NASD staff as to the fairness of the terms and arrangements prior to the commencement of sales. ...
  2. Protections for Independent Directors Strengthened by Delaware... Published: 2015-05-19 16:15:16
    Relying on the entire fairness standard of review, the Chancery Court denied the motions, and the Delaware Supreme Court granted interlocutory appeals. Opinion. The Delaware ...
  3. The Corporate Counsel Published: 2023-11-04 21:47:20
    ... Most of the new rules relating to non-audit services become effective on February 5, 2001. However, the restrictions on appraisal or valuation services and fairness opinions and ...
  4. Microsoft Word - SY Client Alert for Non-US Issuers.doc Published: 2003-07-10 22:04:32
    ... systems design and implementation services * appraisal or valuation services, fairness opinions, or contribution-in-kind reports * actuarial services * internal audit ...
  5. High-Yield Bonds An Issuer's Guide (Asia Edition) Published: 2017-02-16 18:00:03
    ... If the transaction value exceeds a higher threshold amount, the issuer obtains a fairness opinion from an independent investment bank, accounting or appraisal firm (although ...
  6. Microsoft Word - 00- Preliminary Pages.docx Published: 2013-08-02 14:46:00
    ... their determination not to consult with their investment banker or to obtain a fairness opinion."). 80 FSU BUSINESS REVIEW [Vol. 11 shareholders. 8 Before the decision involving ...
  7. SARBANES-OXLEY APPLICABILITY Published: 2004-01-06 23:05:04
    ... information systems design and implementation; Appraisal or valuation services, fairness opinions and contribution in-kind reports; Actuarial services; Internal audit outsourcing ...
  8. Layout 1 Published: 2025-07-29 18:21:19
    ... Special Committee; Fairness Opinion If your financing could be considered an interested-director transaction, your board should consider whether it would be beneficial to empower a ...
  9. Audit and Non-Audit Services Pre-Approval Policy CACI International... Published: 2025-01-28 10:59:48
    ... systems design and implementation. q Appraisal or valuation services, fairness opinions, or contribution-in-kind reports. q Actuarial services. q Internal audit ...
  10. 4/1/22, 4:31 PM New SEC proposal ... Published: 2022-04-01 16:32:12
    ... shareholders (which Peirce contended e ectively mandates obtaining a third-party fairness opinion), deeming target companies to be co-registrants at the de-SPAC stage, and ...
  11. SPAC ATTACK - The SEC's Proposed New Regulations ALERT Published: 2022-04-04 13:29:48
    ... factor. [4] If a SPAC or its sponsor receives a third-party report, opinion or appraisal regarding the fairness of a proposed de-SPAC or related financing transaction, it must ...
  12. Latin America Taps SPACs as New Source of Capital Published: 2022-04-04 17:18:25
    ... de-SPAC transaction and for the structure and timing of the de-SPAC transaction and any related financing transaction and whether a third-party fairness opinion was obtained. ...
  13. TITLE I S S G O V E R N A N C E C O M Published: 2025-04-02 13:47:01
    ... financial and operating benefits; ▪ Anticipated use of funds; ▪ Value received for the asset; ▪ Fairness opinion; ▪ How the deal was negotiated; ▪ Conflicts of interest. ...
  14. TITLE I S S G O V E R N A N C E C O M Published: 2025-04-02 12:23:10
    ... Asset Purchases Sustainability Policy Recommendation: Vote case-by-case on asset purchase proposals, considering the following factors: ▪ Purchase price; ▪ Fairness opinion; ...
  15. IN THIS ISSUE SidleyPerspectives ON M&A AND CORPORATE GOVERNANCE Published: 2016-10-05 11:58:43
    ... by Director of the SEC's Enforcement Division: "Accurate disclosures about financial advisers' fairness opinions are important to shareholders in the sale of a corporation... ...
  16. Microsoft Word - Client Alert -- Debt Repurchases and Tenders... Published: 2009-03-06 13:21:01
    ... regarding the exchange offer, 27 though an investment bank may provide a fairness opinion in connection with an exchange provided it is not acting as a dealer manager and ...
  17. US Briefing_Sarbanes Oxley Act Published: 2003-07-10 21:36:56
    ... bookkeeping; financial information systems design; valuation services and fairness opinions; actuarial services; internal audit outsourcing; management or human resources ...
  18. Client Alert Published: 2008-04-21 11:10:51
    ... that was included in communications sent directly by the issuer; May provide a fairness opinion; and May have discussions or negotiations with legal and financial representatives ...
  19. SidleyPerspectives ON M&A AND CORPORATE GOVERNANCE Published: 2022-04-05 17:06:29
    ... On March 11, 2020, the merger was approved by WinView's board of directors without having commissioned a fairness opinion or retained outside advisors to evaluate the treatment of ...
  20. AUTHORS Eric R. Smith Mario A. Richards RELATED... Published: 2018-05-22 20:30:36
    ... in the preparation of offering materials on behalf of an issuer; 5. providing fairness opinions, valuation services, expert testimony, litigation support, and negotiation and ...
  21. United States Attorneys (the Thompson Memorandum) Published: 2006-09-30 17:47:18
    ... In a lengthy and thoughtful opinion, Judge Kaplan found that this coercion infringed upon the KPMG Defendants' right to fairness throughout the criminal process as guaranteed by the ...
  22. Alert Published: 2022-04-01 09:36:55
    ... to investors, and (2) whether it has received any outside report, opinion, or appraisal relating to the fairness of the transaction; A requirement that disclosure documents in ...
  23. The Rise of Crypto SPACs Published: 2022-05-05 10:24:58
    ... any related financing) is fair to unaffiliated security holders of the SPAC, which will likely lead to a practical need to obtain a fairness opinion from a third-party advisor. ...
  24. untitled Published: 2006-05-11 09:25:25
    ... In the case of a non-testifying expert, whose opinion will not be presented in court, however, fairness does not require discovery. Indeed, fairness requires that each side fully ...
  25. THE DUTIES AND RESPONSIBILITIES OF A CORPORATE DIRECTOR IN A... Published: 2012-11-16 11:04:00
    ... their determination not to consult with their investment banker or to obtain a fairness opinion."). 9 Van Gorkom, supra note 3 at 888. 10 Letsou, supra note 7 at 644. © 2008-12 ...
  26. --No Title-- Published: 2025-01-19 12:03:46
    fairness of Ovitz’s employment terms, that process occurred outside the official proceedings of the committee and was not reflected in the minutes. The court noted in its opinion ...
  27. How cyber governance and disclosures are closing the gaps in... Published: 2022-10-25 14:32:34
    ... the board on cyber matters may become a growing practice, as boards already avail themselves of similar expertise on matters such as executive compensation and fairness opinions. ...
  28. Microsoft Word - NY2-#657287-v1-FAQ_-_At_The_Market_Offerings... Published: 2021-01-27 19:30:38
    ... ind epend ence concerns and may arise in the following scenarios: The distribution agent is rendering a fairness opinion for the issuer in connection with another transaction. ...
  29. Microsoft Word - McD 2021 Pre-Approval Policy Clean Version ... Published: 2023-03-31 10:56:50
    ... of financial statements filed with the SEC;  Appraisal or valuation services, fairness opinions and contribution-in-kind reports (the SEC continues to permit valuations for ...
  30. EXTERNAL AUDITOR ASSESSMENT TOOL Association of Audit Committee... Published: 2015-06-02 17:15:19
    ... systems design and implementa- tion; * Appraisal or valuation services, fairness opinions, or contribution-in-kind reports; * Actuarial services; * Internal audit ...
  31. GAO-11-664 Securities Fraud Liability of Secondary Actors Published: 2025-08-05 11:15:46
    ... of the financial statement audit 55 is for the external auditor to reach an opinion on the fairness in which the financial statements of the company present, in all material ...
  32. Accounting Horizons American Accounting Association Vol. Published: 2013-06-17 15:53:00
    ... In doing so, the Committee observed in the first paragraph that ''in most engagements undertaken for the purpose of expressing his independent expert opinion upon the fairness of ...
  33. Inside Track with Broc: Mike Hermsen and Phil Niehoff on the... Published: 2025-01-19 12:03:41
    ... systems design and implementation; appraisal or valuation services, fairness opinions, or contribution-in-kind reports; actual services; or internal audit outsourcing services. ...
  34. SIA COMPLIANCE AND LEGAL DIVISION ANNUAL SEMINAR Published: 2007-03-27 16:35:10
    ... counterparty, acting as adviser on M&A transactions coupled with the issuance of fairness opinions, holding principal positions in debt or equity securities, having a director ...
  35. 1101 Published: 2003-07-10 22:02:00
    ... systems design and implementation; (3) appraisal or valuation services, fairness opinions, or contribu- tion-in-kind reports; (4) actuarial ser- vices; (5) internal audit ...
  36. Heading Style 1 Published: 2003-07-10 22:26:18
    ... systems design and implementation; (iii) appraisal or valuation services, fairness opinions, or contribution-in-kind reports; (iv) actuarial services; (v) internal audit ...
  37. ACH-Guides_Evaluating-Internal-External-Audit-Function_FINAL... Published: 2014-08-15 15:59:30
    ... information systems design and implementation * Appraisal or valuation services, fairness opinions, or contribution-in-kind reports * Actuarial services * Internal audit ...
  38. U.S. Client Alert Template 1 Published: 2024-02-03 13:11:40
    ... with any fairness determination, including, if applicable, any related financing transaction. 7  Further, if the SPAC or its sponsor has received any report, opinion (other ...
  39. Layout 1 Published: 2006-11-03 14:55:03
    ... cases. In addition, fairness opinions may also be sought. Fairness opinions serve a number of critical functions in corporate transactions, particularly public market transactions. ...
  40. Webcast - "Raising Equity Capital in a Turbulent Market" Published: 2009-03-18 00:00:00
    ... You don't have to get a fairness opinion if it's just an investor buying a huge piece. There are costs to rights offerings and costs to fairness opinions. I have never actually had ...
  41. NEWYORK_1114939_8.DOC Published: 2010-01-19 00:32:49
    ... under the Exchange Act and Item 1015 of Regulation M-A (disclosure relating to fairness opinions and the underlying analyses). 13 For example, this exemption will not apply (i) ...
  42. For more articles like this, please visit ey.com/us/boardmatters Published: 2023-09-05 14:40:31
    ... the board on cyber matters may become a growing practice, as boards already avail themselves of similar expertise on matters such as executive compensation and fairness opinions. ...
  43. California Corporations Published: 2025-01-28 00:00:00
    ... Buchalter Nemer (7/10/07) "California to Decline Fairness hearings for Public Shell Reverse Mergers" - McDermott Will & Emery (3/27/06) Court Opinion: Friese v. Superior Court (Cal. ...
  44. Display this email in a print-friendly... Published: 2014-10-23 15:33:06
    ... (Opinion at 9.) Quadrant argued that where the corporation's controller was the sole beneficiary of a board decision, and a conflict of interest was present, the entire fairness ...
  45. International Arbitration Published: 2008-12-24 12:50:33
    ... is fair to the security holders, and the factors used to determine fairness. Any other reports, opinions, or projections related to the transaction should also be disclosed. ...
  46. REIT Update - Advance Preparation for Growing Threats Published: 2008-02-14 17:09:51
    ... Presentation: * Management - budgets, financial position, real values (off-balance sheet values), new products, general outlook, timing * Investment banker - opinion as to fairness ...
  47. Delaware Supreme Court Addresses Breach of Fiduciary Duty Claims Published: 2009-02-25 00:33:48
    ... parts of the opinion, such as the application of the entire fairness doctrine to evaluate the rejection of a merger, should be limited to the unusual facts present in the case. ...
  48. I LATEST AS OF 03/23/2020 RAPID CRISIS RESPONSE COVID Published: 2020-03-27 13:08:40
    ... Receipt and review of this document shall be deemed agreement with and consideration for the foregoing. BCG does not provide fairness opinions or valuations of market transactions, ...
  49. Summary Published: 2022-01-04 16:28:20
    ... appropriate "to ensure the perception of fairness." In July 2021, the Fifth Circuit addressed the filter teams issue with its unpublished opinion in Harbor Healthcare Sys., L.P. v. ...
  50. Delaware Supreme Court Rules Independent Directors May Rely on... Published: 2015-05-19 16:05:00
    the Delaware Supreme Court, in an opinion authored by Chief Justice Strine, ... that is presumptively subject to entire fairness review (such as a squeeze-out merger by ...
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