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Results from: TheCorporateCounsel.net
  1. Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates Published: 2017-01-06 16:36:12
    ... challenged the economic fairness of the transaction. Both rulings are described below. In April 2015, the Court of Chancery issued a post-trial opinion in In re El Paso Pipeline ...
  2. Audit Committee Guide - 2021 Published: 2021-04-02 16:31:38
    ... during an audit of the financial statements. * Appraisal or valuation services, fairness opinions or contribution- in-kind reports, unless it is reasonable to conclude that the ...
  3. Audit Committee Guide 2023 Published: 2023-04-26 13:47:17
    ... during an audit of the financial statements. * Appraisal or valuation services, fairness opinions or contribution- in-kind reports, unless it is reasonable to conclude that the ...
  4. Audit Committee Guide - 2022 Published: 2022-04-27 12:04:05
    ... during an audit of the financial statements. * Appraisal or valuation services, fairness opinions or contribution- in-kind reports, unless it is reasonable to conclude that the ...
  5. Microsoft Word - RosenChangesEnteredAfterBP.doc Published: 2006-03-13 10:10:11
    ... But see Helen M. Bowers, Fairness Opinions and the Business Judgment Rule: An Empirical Investigation of Target Firms' Use of Fairness Opinions, 96 Nw. U. L. Rev. 567 (2002) ...
  6. Audit Committee Checklist and Compliance Timeline Published: 2013-06-27 16:49:54
    ... systems design and implementation;  appraisal or valuation services, fairness opinions and contribution-in-kind reports;  actuarial services;  internal audit ...
  7. SidleyPerspectives ON M&A AND CORPORATE GOVERNANCE Published: 2017-12-08 11:26:23
    ... are provided to a financial adviser for the purpose of the adviser rendering a fairness opinion in the transaction, and it does not apply to the summary disclosure accompanying ...
  8. Layout 4 Published: 2011-04-25 14:23:24
    ... In the case of fairness opinions advising on the price paid in acquisitions, use of advisors has become commonplace and is considered necessary in determinations of fair value. ...
  9. gdc-checklist.PDF Published: 2003-07-10 21:13:58
    ... systems design and implementation; Ø appraisal or valuation services, fairness opinions and contribution-in-kind reports; GIBSON, DUNN & CRUTCHER LLP Updated June 24, ...
  10. TITLE I S S G O V E R N A N C E C O M Published: 2025-04-02 11:43:22
    ... Were negotiations carried out at arm's length? Was any portion of the process tainted by possible conflicts of interest? ▪ Fairness opinion (or lack thereof); ▪ Changes in ...
  11. TITLE I S S G O V E R N A N C E C O M Published: 2025-04-02 12:17:17
    ... Terms of the offer: discount/premium in purchase price to investor including any fairness opinion, termination penalties and exit strategy; ▪ Conflict of interest: arm's length ...
  12. Microsoft Word - July 21 D&O regular.docx .docx Published: 2020-08-19 14:55:37
    ... best practices for conflicts of interests transactions, add an independent director to the board, or have get a third-party fairness opinion for a related party transaction. ...
  13. 1 Published: 2022-08-26 12:38:53
    ... . . . . . . . . . . . . . . . . . . . . . . . . 10-19 - Supplemental Request for Fairness Opinion Materials . . . . . . . . . . . . . . . . . . . . . 10-19 - Futures Comment Turns ...
  14. External Auditor Assessment Tool A Tool for Audit Committees Published: 2021-03-31 17:43:32
    ... systems design and implementation; + Appraisal or valuation services, fairness opinions, or contribution-in-kind reports; + Actuarial services; + Internal audit ...
  15. A TOOL FOR AUDIT COMMITTEES EXTERNAL AUDITOR ASSESSMENT TOOL Published: 2019-04-02 15:41:36
    ... systems design and implementation; + Appraisal or valuation services, fairness opinions, or contribution-in-kind reports; + Actuarial services; + Internal audit ...
  16. Blank Published: 2017-01-13 17:40:50
    ... false and misleading statements in its proxy statement.[90] In 2011, the bank drafted a fairness opinion relating to a private equity firm's bid to purchase an ambulance company. ...
  17. By RichaRd M. StRaSSBeRg, Published: 2012-08-08 12:24:49
    ... reasonably relied on and followed counsel's opinion. 5 Once a defendant asserts that she relied on the advice of counsel, "fairness requires examination of protected ...
  18. PTU-June01 Published: 2003-07-10 21:27:48
    ... systems design and implementation; s appraisal or valuation services, fairness opinions or contribution-in-kind reports; s actuarial services; s internal audit ...
  19. SECURITIES REGULATION SEPTEMBER 2002 Published: 2003-07-10 23:09:48
    ... CHICAGO GENEVA LOS ANGELES NEW YORK PARIS WASHINGTON, D.C. * financial information systems design and implementation; * appraisal or valuation services, fairness opinions or ...
  20. CCLN Blank Published: 2022-02-07 13:16:15
    ... during an audit of the financial statements. * Appraisal or valuation services, fairness opinions or contribution- in-kind reports, unless it is reasonable to conclude that the ...
  21. SEC Enforcement of Auditor Independence Violations: Recent Published: 2014-07-08 00:12:48
    ... systems de- sign and implementation; appraisal or valuation services; fairness opinions; [VOL. 32:178 2004] SEC ENFORCEMENT OF AUDITOR INDEPENDENCE VIOLATIONS 187 ...
  22. Microsoft Word - BLQ_Vol4_Issue1_E_Draft3.doc Published: 2021-01-21 17:59:42
    ... A fairness opinion does not speak to whether the proposal is the best transaction available to the corporation. Delivery of a fairness opinion is not a substitute for an ...
  23. New York Washington, D.C. Los Angeles Palo Alto... Published: 2022-01-26 11:56:13
    Chancery Issues Its First Fiduciary Duty Opinion on SPACs "Misalignment of Interests" ... Notably, the Court held that the entire fairness standard of review would apply to assess ...
  24. Speaker Biographies Published: 2023-11-04 21:46:47
    ... obligations under the federal securities laws; and counseling investment bankers in connection with mergers and acquisitions, fairness opinions, financings and other engagements. ...
  25. Negative Assurance Published: 2025-03-04 15:18:19
    ... the accuracy, completeness, or fairness of the offering document, except to the extent that specific sections are addressed in a separate opinion or confirmation. 22 The negative ...
  26. TheCorporateCounsel.net Inside Track Published: 2025-04-16 15:59:03
    ... of Forensic Accounting on Fraud Investigations (Part I) (3/04) Joel Johnson on Fairness Opinions (2/04) Richard Parr on Communicating With Your Directors (2/04) Greg Taxin on ...
  27. 2015 Year in Review - Securities Litigation | Haynes and Boone... Published: 2016-02-22 16:40:00
    ... claims in Delaware challenging the fairness of an oil and gas transaction; and we ... I. SUPREME COURT SUMMARY: OMNICARE STANDARD FOR STATEMENTS OF OPINION OR BELIEF / page 2 ...
  28. Microsoft Word - TR3D03! Published: 2004-07-01 12:28:50
    ... systems design and implementation, * appraisal or other valuation services, fairness opinions or contribution-in-kind reports (excluding non-financial-related services (e.g., ...
  29. WilmerHale 2022 M&A Report Published: 2022-03-03 11:29:42
    ... The board of a public target almost always (and the board of the acquirer sometimes) obtains a fairness opinion from an investment banking firm. - R&W Insurance: The use of ...
  30. http://www.finra.org/web/groups/rules_regs/documents/rule_filing... Published: 2008-07-21 12:37:57
    ... in a savings and loan conversion or a bank offering or the preparation of a fairness opinion pursuant to SE[C]A Rule 13e-3. (6) No Change. (7) Listed Securities Securities ...
  31. IN THIS ISSUE THIRD QUARTER 2012 FEATURES 1 Allocating Acquisition... Published: 2012-09-24 13:55:00
    ... After receiving fairness opinions from Morgan Stanley for each transaction, a committee of independent directors of EPE's general partner approved the transactions. The court ...
  32. Assessment-Guide 2-7-03.xls Published: 2003-07-10 21:42:58
    ... systems design and implementation; 3. appraisal or valuation services, fairness opinions, or contribution-in- kind reports; 4. actuarial services; 5. internal audit ...
  33. HOW TO RESPOND TO AUDIT LETTERS By BYRON F. EGAN Jackson Walker... Published: 2006-05-15 19:19:58
    ... systems design and implementation; (3) appraisal or valuation services, fairness opinions, or contribution-in-kind reports; (4) actuarial services; (5) internal audit ...
  34. High-Yield Bonds An Issuer's Guide (U.S. Edition) Published: 2017-02-16 17:55:51
    ... 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 often ...
  35. Delaware Court of Chancery Holds that Fee-Shifting Bylaw Does Published: 2015-03-17 18:34:37
    a former stockholder's challenge to the fairness of a 10,000-to-1 reverse stock split ... consider the implications of this opinion's holding that former stockholders are not ...
  36. TCB_R-1539-14-RR_pg count.indd Published: 2014-03-11 15:24:00
    ... Reframing the Issue: New Ways to Think about Cyber Risk and Security Council Perspectives 51, December 2013 Fairness Opinions in the Sale of a Company: Context Is Key Director ...
  37. Delaware Supreme Court Affirms Protections of Exculpatory Provisions Published: 2015-05-18 01:32:00
    Clarifying a long-uncertain area of Delaware law, yesterday's opinion establishes that a ... it Revlon, Unocal, the entire fairness standard, or the business judgment rule." ...
  38. pe report winter 2009v2.qxp Published: 2009-04-12 22:08:28
    ... How frequently and when should the board meet? What advisors should be retained? What input-fairness opinions or other independent review and analysis-should be provided by these ...
  39. The Sarbanes-Oxley Act at 15 Published: 2017-07-07 12:38:55
    ... systems design and implementation * Appraisal or valuation services or fairness opinions * Actuarial services * Internal audit outsourcing services * Management functions ...
  40. The High Growth Segment: A New Route to the UK's Equity Capital... Published: 2013-04-13 23:08:07
    ... Related-party transactions LR 11 requirements for RIS announcement/ shareholder approval/ fairness opinion N/A Under HGS rules need RIS announcement for related-party transactions ...
  41. OECD Corporate Governance Published: 2021-12-20 12:57:24
    ... controlling shareholder of the legal entity that participates as counterpart, a fairness opinion by an external entity is required prior to the transaction. 118 │ OECD CORPORATE ...
  42. DEALING WITH ACCOUNTANTS By BYRON F. EGAN Jackson Walker L.L... Published: 2013-06-28 20:15:00
    ... systems design and implementation; (3) appraisal or valuation services, fairness opinions, or contribution-in-kind reports; (4) actuarial services; (5) internal audit ...
  43. EXTERNAL AUDITOR ASSESSMENT TOOL A REFERENCE FOR US AUDIT COMMITTEES Published: 2017-04-19 15:57:00
    ... systems design and implementation; ► Appraisal or valuation services, fairness opinions, or contribution-in-kind reports; ► Actuarial services; ► Internal audit ...
  44. Fin155Cover.indd Published: 2008-09-15 11:56:36
    ... In these cases, firms also have to file Schedule 13E-3 with the SEC, which among other things involves getting a fairness opinion from an independent party. These institutional ...
  45. After Enron, Issues For Directors, Audit Committees Published: 2003-07-10 21:38:42
    ... accounting records or financial statements, appraisal or valuation services and fairness opinions, actuarial services, management functions, human resources, broker-dealer ...
  46. Hogan & Hartson, L.L.P. Published: 2003-07-10 21:16:24
    ... of financial information systems ; * Appraisal or valuation services, fairness opinions, or contribution-in-kind reports; * Actuarial services; * Internal audit ...
  47. Corporate Governance in Light of Sarbanes-Oxley and the NYSE... Published: 2003-07-10 22:44:48
    ... systems design and implementation; * appraisal or valuation services, fairness opinions, or contribution-in-kind reports; * actuarial services; * internal audit ...
  48. Frequently Asked Questions About Real Estate Investment Trusts Published: 2024-06-06 10:30:47
    ... the proposed roll-up transaction to the investors, including whether there are fairness opinions, explanations of the allocation of the roll-up consideration (on a general and ...
  49. FAQs about Real Estate Investment Trusts Published: 2019-07-22 14:44:27
    ... the proposed roll-up transaction to the investors, including whether there are fairness opinions, explanations of the allocation of the roll-up consideration (on a general and ...
  50. New York Washington, D.C. Los Angeles Palo Alto... Published: 2010-04-12 22:33:37
    New York Washington, D.C. Los Angeles Palo Alto London Paris Frankfurt Tokyo Hong Kong Beijing Melbourne Sydney www.sullcrom.com April 7, 2010 Mutual Fund Advisory Fees The U.S. ...
Total results found: 1,459
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