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Fairness Opinions: Q & A/ Discussion Forum Published: 2010-03-03 00:05:06

Color key: Indicates a topic Indicates a new topic or reply Indicates a reply Topic #5578 View all topics (remove filter) Topic # 5578 2 replies Fairness Opinions Topic: Last Post: ...
fairness opinion disclosure: Q & A/ Discussion Forum Published: 2011-01-03 08:31:24

Color key: Indicates a topic Indicates a new topic or reply Indicates a reply Topic #6218 View all topics (remove filter) Topic # 6218 1 reply fairness opinion disclosure Topic: ...
Fairness Opinions: One Tool in the Board's Toolbox : TheCorporateCouns... Published: 2023-03-31 07:23:44

This Perkins Coie blog provides an overview of the role that fairness opinions can play in helping boards of directors fulfill their fiduciary duties. This excerpt summarizes why ...
Post-Signing Fairness Opinion - Special Considerations: Q & A... Published: 2024-03-22 05:59:24

Topic #12094 View all topics (remove filter) Topic # 12094 2 replies Post-Signing Fairness Opinion - Special Considerations Topic: Last Post: 3/22/2024 10:59:24 AM Subscribe ...
Fairness opinions: Q & A/ Discussion Forum Published: 2005-05-26 07:49:34

Color key: Indicates a topic Indicates a new topic or reply Indicates a reply Topic #964 View all topics (remove filter) Topic # 964 2 replies Fairness opinions Topic: Last Post: ...
Fairness Opinion Background: Q & A/ Discussion Forum Published: 2014-05-02 08:57:59

Topic # 8051 1 reply Fairness Opinion Background Topic: Last Post: 5/2/2014 1:57:59 PM Subscribe Unsubscribe In the course of preparing a fairness opinion that bankers present for ...
Form S-4/ Fairness Opinion to Acquiring Board : Q & A/ Discussion... Published: 2013-11-05 09:17:20

Color key: Indicates a topic Indicates a new topic or reply Indicates a reply Topic #7330 View all topics (remove filter) Topic # 7330 3 replies Form S-4/ Fairness Opinion to ...
NASD Fairness Opinion Proposals : TheCorporateCounsel.net Blog Published: 2005-07-01 07:01:31

The NASD has proposed new Rule 2290, which requires certain disclosures and procedures for the issuance of fairness opinions by NASD member firms. This proposal follows up on the ...
Canada: Courts Scrutinize Financial Advisor Disclosure : The... Published: 2017-03-17 06:00:00

This Torys memo discusses a recent case involving market practice regarding financial advisor & fairness opinion disclosure that worked its way through courts in the Yukon. The ...
P. Going Private Rules and Schedule 13E-3: 2.Rule 13e-3 Published: 2025-01-19 12:04:44

Telephone Interpretations Manual P. Going Private Rules and Schedule 13E-3 2. Rule 13e-3 Rule 13e-3 does not require an investment banker who renders a fairness opinion on a going ...
A. Securities Act Sections: 32.Section 3(a)(9) Published: 2025-01-19 12:04:37

provided by Section 3(a)(9) for the issuance of the debt securities simply because it pays an investment banker's fee for a fairness opinion on the terms of the transaction. ...
Inside Track with Broc: Joel Johnson on Fairness Opinions (2... Published: 2025-01-19 12:03:41

Providing practical guidance since 1975. Inside Track with Broc: Joel Johnson on Fairness Opinions (2/23/04) Joel F. Johnson is President of Orchard Partners, Inc. Broc: What is ...
Staff Hall of Famers at Broc's Proxy Conference, Non-GAAP Gems... Published: 2017-11-06 08:35:00

included in the disclosure of financial forecasts provided to the maker of a fairness opinion, e.g., in the the proxy statement seeking approval of an acquisition, are not ...
Conflicts of Interest in M&A : TheCorporateCounsel.net Blog Published: 2005-03-22 05:39:33

On Sunday, the NY Times ran this article about conflicts of interest in M&A transactions, with a particular focus on fairness opinions as the NASD is in the process of reviewing ...
Rick Alexander on the Business Judgment Rule, Revlon and Unocal... Published: 2018-07-19 10:50:00

This is where amped-up process kicks in, e.g. independent board committee, fairness opinion. But, even there, entire fairness is essentially designed primarily to protect the ...
Civilian Leo Strine, at San Diego : Mike Gettelman's Blog Published: 2020-02-27 11:36:00

This includes advice of the financial advisor that typically goes well beyond the largely boilerplate fairness opinion. Board minutes should reflect the advice given. Directors ...
Comp Committees-The Audit Committee/Auditor Analogy (CE May-June... Published: 2025-01-19 12:04:29

Van Gorkom, 488 A. 2d 858 (Del. 1985), which contributed to the practice of directors seeking fairness opinions from outside experts (e.g., an investment banker) in the takeover ...
Delaware CJ's San Diego Remarks : Mike Gettelman's Blog Published: 2016-01-28 10:30:00

The disinterested board committee and the fairness opinion are good, but disinterested shareholder approval based on fulsome disclosure can be the trump card (pardon my pun). ...
Fiduciary Duties: Conflicts Snare VC Firm in Shareholder Claim... Published: 2018-04-26 06:00:00

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. ...
SPACs: The U.K. Opens Its Doors to Listings : The Mentor Blog Published: 2021-06-30 06:00:00

in the announcement, board and shareholder approval requirements, the use of a fairness opinion to address certain conflicts, and a redemption right for shareholders regardless ...
Full Walkaway CD&A Disclosure (CE November-December 2009) Published: 2025-01-19 12:04:31

to Implement E-Proxy in Year Two" (2/2) DealLawyers.com's webcast-"The Latest on Fairness Opinions" (2/3) Naspp.com's webcast-"Current Developments Impacting Brokers & Transfer ...
Model D&O Questionnaire Items (CE January-February 2010) Published: 2025-01-19 12:04:32

Telling Compensation Committees" (3/16) DealLawyers.com's webcast-"The Latest on Fairness Opinions" (2/3) NASPP's webcast-"Current Developments Impacting Brokers & Transfer Agents ...
Auditor Independence Rules-Transition (CC Jan-Feb 2001) Published: 2025-01-19 12:04:08

providing internal audit services or appraisal or valuation services or a fairness opinion to an issuer will not cause the new rules to impair an accounting firm's independence. ...
Going Private Transaction - Financial Information: Q & A/ Discussion... Published: 2011-03-08 13:10:18

transaction and in connection with a fairness opinion, a company is including preliminary, unaudited financial results for a just-completed quarter in its Schedule 13E-3 filing. ...
Exception from Reg G/Item 10 for Proposed Business Combinations... Published: 2025-01-19 12:04:10

The exemption for these communications (other than those subject to Item 1015, e.g., fairness opinions) covers only "pre-commencement" communications and therefore does not extend ...
Delaware Departures: "Entire Fairness" Applies to Reincorporation... Published: 2024-02-28 07:02:24

In the 52-page opinion, VC Laster applied the "entire fairness" standard to this fact pattern, which involved a controlling stockholder. This Wilson Sonsini memo summarizes the ...
S-4 - revised projection for the proposed business combination... Published: 2023-05-10 03:33:02

Does it need to get an updated fairness opinion? Does the board need to reconvene? Can anyone provide a precedent that I can refer to? Thanks for any help. Reply 5/10/2023 8:33:02 ...
investment banker on the board: Q & A/ Discussion Forum Published: 2012-01-10 05:49:16

Is it common these days for companies to still invite an IB to the board? if you do, can you still hire their firm to do acquisitions? to do fairness opinions? I'm thinking through ...
How to Handle Say-on-Pay -- Two Critical Webcasts (CC Jan-Feb... Published: 2025-01-19 12:04:15

to Ask About Section 6039 Returns" (2/3) -DealLawyers.com webcast - "Recent Developments Regarding Fairness Opinions, Valuation Analyses and Related Topics" (2/8) Back to Top
14D-9 Mailing: Q & A/ Discussion Forum Published: 2010-02-15 09:01:25

Here's what I usually recommend: 1. Cover letter from CEO or chairman 2. 14D-9 with three annexes. the first annex is the 14f-1, the second is fairness opinion and third is ...
Auditor Independence - "Quality of Earnings" Report: Q & A/ Discussion... Published: 2011-10-26 06:56:45

report would fall under one of the specified prohibited non-audit services, specifically the "appraisal or valuation services, fairness opinions, or contribution-in-kind reports"? ...
"Experts" section in prospectus: Q & A/ Discussion Forum Published: 2012-04-22 04:30:44

to a registration statement also be named in this section - e.g., the firm providing a fairness opinion filed as an exhibit to an S-4? Thanks again for your thoughts on this. ...
Going Private / Not Current: Q & A/ Discussion Forum Published: 2007-07-10 07:22:23

Aside from all of the numerous considerations regarding a "going private" transaction such as structure, stockholder vote, fairness standards, financial advisor opinion, etc., can ...
Non-GAAP Projections Reconciliation (Item 1015 of Regulation... Published: 2017-09-19 23:14:46

1015 of Regulation M-A (i.e., only provided to the investment banker giving a fairness opinion and thus are included in to 1015(b)(6)) are exempt from reconciliation ...
Securities Bulletin Published: 2015-01-30 17:39:14

The year also delivered a series of noteworthy judicial decisions involving the right of a shareholder to tender to a bid, treatment of fairness opinions, corporate disclosure in ...
The NASD's Underwriting Review Process for WKSI Shelf Offerings... Published: 2005-11-16 06:37:26

Here are more notes from that PLI panel, including comments from Elisse on free writing prospectuses and the NASD's outstanding proposal on fairness opinions. Looking for SEC ...
Two Critical Webcasts: How to Handle the SEC's New Proxy Disclosure... Published: 2025-01-19 12:04:14

Implement E-Proxy in Year Three" (2/2) -DealLawyers.com's webcast-"The Latest on Fairness Opinions" (2/3) -NASPP's webcast-"Current Developments Impacting Brokers & Transfer Agents ...
NYSE Considers Dumping Treasury Stock Exception : TheCorporateCounsel... Published: 2006-01-13 06:13:38

NASD initially solicited comments on whether to propose new rules regarding fairness opinions, is first seeking comment from listed companies and their stockholders on the topic. ...
SEC Clashes With DOJ Over Plea Deal : TheCorporateCounsel.net... Published: 2006-01-06 06:10:34

We have posted the transcript from our recent webcast: "The Latest on PIPEs." New Rules for Special Committees and Fairness Opinions? Trying to minimize repeating my blogs from the ...
Trading window between signing and closing of merger: Q & A/... Published: 2013-09-17 11:16:24

At that point, the public has the background of the merger, whether there were other potential bidders, and the fairness opinion - and most companies open the window at that point ...
Opinion, Report or Appraisal: Q & A/ Discussion Forum Published: 2014-12-06 06:35:44

The report is purely historical and does not speak to fairness, or provide an appraisal or valuation or opinion anything of that sort. It was simply financial due diligence, ...
A Delaware Limited Liability Partnership Published: 2017-04-06 17:36:50

In 2014, Parent proposed that the MLP repurchase the Pipeline Interest, for $1 billion. A "special committee" of the GP, relying on an independent banker's fairness opinion, ...
(CC Nov-Dec 2011) Published: 2025-01-19 12:04:16

... Unfortunately, the combination of these statements does not indicate the specific tax matter(s) on which counsel is opining. Instead, it results in an opinion on the "fairness" or ...
Backdating: Delaware Court Orders Production of All Special Committee... Published: 2007-12-05 06:48:02

... - Fairness Opinions: Their Uses and Abuses - How should (and do) boards use fairness opinions? - What are the implications of recent case law developments regarding investment ...
The SEC's Last Minute Climate Change Guidance: Donde Esta? :... Published: 2010-02-02 08:28:23

The Latest on Fairness Opinions Tune in tomorrow for the DealLawyers.com webcast - "The Latest on Fairness Opinions" - to hear Kevin Miller of Alston & Bird, Steve Kotran of ...
Rule 425 and merger communications: Q & A/ Discussion Forum Published: 2009-07-24 08:27:22

In fact, the investment banker for the acquiror was authorized only to assist with negotiation and issuing a fairness opinion, which was done before the communication was sent. And ...
TheCorporateCounsel.net Published: 2025-01-19 12:03:48

ABA Spring Meeting - Notes from NASD Corporate Financing Rules Subcommittee April 2, 2005 Fairness Opinions IPO Proposals Additional Amendments Rule 2710 Calculation of the ...
1934 Act Reporting Relief for Small Issuers (CC July-Aug 95) Published: 2025-01-19 12:04:04

And, the solution of an issuer tender offer invokes the Section 13(e) going private rules, with the attendant problems and expenses (possibly including a fairness opinion). Readers ...
Section 16 Practice Alert(s) (CC Mar-April 2003) Published: 2025-01-19 12:04:10

... Going Private Practice Tip When the fee paid for an investment banker's fairness opinion (e.g., in going private transactions, which are not uncommon these days) is contingent on ...
California Proposes Shareholder Access Legislation : TheCorporateCouns... Published: 2004-02-24 07:45:51

... Fairness Opinions from I-Banker's Perspective On TheCorporateCounsel.net, I have posted my interview with Joel Johnson on Fairness Opinions. Joel is President of Orchard Partners ...