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Results from: TheCorporateCounsel.net
  1. Liabilities under the Federal Securities Laws Published: 2024-11-12 09:21:34
    ... Nutri/Sys., Inc., 857 F.2d 179, 190 (3d Cir. 1988) ("[S]ince an investment banker rendering a fairness opinion in connection with a leveraged buyout knows full well that it will be ...
  2. The US Supreme Court has held that companies can be forced, as... Published: 2023-06-29 10:35:41
    ... In the remainder of Justice Gorsuch's opinion, for only four Justices, he rejected arguments that this rule is unfair, or inconsistent with the fairness-based rationale of other ...
  3. Microsoft Word - 2085426_1.doc Published: 2014-08-26 14:49:06
    ... 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 CHARTER Published: 2025-01-28 10:53:43
    ... or other financial systems taken as a whole. 3. Appraisal or valuation services, fairness opinions or contributions-in-kind reports. 4. Actuarial services, including ...
  5. SCOTUS: Forward-Looking Information Case Is a "Go"! : TheCorporateCoun... Published: 2017-03-29 07:34:59
    ... The proposed "Bring Business to Texas and Fairness in Disclosure Act" (the "Texas Act") is ... In our view, opinion reflected in the 130 was split relatively evenly for and against the ...
  6. House Passes "Say-on-Pay" Bill (Again): The Recap : TheCorporateCounse... Published: 2009-08-03 06:24:32
    "Corporate and Financial Institution Compensation Fairness Act of 2009," which is Rep. ... I can't figure out why tabular disclosures were dropped - in my opinion, dropping it was ...
  7. Microsoft Word - RotationManuscript_Copy.doc Published: 2011-09-08 15:22:00
    ... Conceptually, an audit firm should conduct a sufficient amount of work to be able to confidently express an opinion on the fairness of the company's financial statements. To limit ...
  8. Microsoft Word - 1390973_23.DOC Published: 2009-08-11 17:59:05
    ... Although Calpine's board received a fairness opinion from bankers, the bankers expressly disclaimed to opine that the price represented "fair value" within the meaning of ...
  9. Report of the Bharara Task Force on Insider Trading Published: 2020-01-27 19:47:48
    defined by-and at times, evolving with-court opinions applying particular fact patterns. ... the public with reason to question the fairness and integrity of our securities markets. ...
  10. Jeffrey I Lang, Bonnie J Roe Published: 2024-01-29 13:27:42
    ... target company, or the fairness of the transaction to the SPAC and its shareholders. The rules do not require the SPAC sponsor to obtain a report or opinion, only to disclose any ...
  11. Audit Committee Resource Guide Published: 2018-04-20 12:58:26
    ... of ICFR. The independent auditor is responsible for expressing an opinion on the fairness with which the financial statements present, in all material respects, the ...
  12. DECHERT SURVEY: DEVELOPMENTS IN SECURITIES FRAUD CLASS ACTIONS Published: 2024-03-28 12:01:32
    ... the transaction, reasons for the recommendation, the terms of the transaction, fairness opinions, and conflicts of interest, among other issues.  Even if incorporated abroad, ...
  13. SPOTLIGHT Inspection Observations Related Published: 2024-09-17 09:16:18
    ... design and implementation. y Appraisal or valuation services, fairness opinions, or contribution-in-kind reports. y Actuarial services. y Internal audit outsourcing services. ...
  14. Webcast Transcript "Burden of SOX on Mid- and Small-Cap Companies... Published: 2025-01-19 12:04:49
    ... a little aside: I was involved in one deal where there was a lawsuit-it was not a going-private transaction-where the financial advisor was questioned about its fairness opinion. ...
  15. H. R. Published: 2003-07-11 01:03:22
    ... and implementa- tion; H. R. 3763-28 ''(3) appraisal or valuation services, fairness opinions, or contribution-in-kind reports; ''(4) actuarial services; ''(5) internal audit ...
  16. Delaware Update: Court of Chancery... Published: 2022-01-13 11:07:17
    ... transaction. * The MultiPlan opinion was decided on a motion to dismiss. As such, there remain outstanding questions, including how the entire fairness elements of fair process and ...
  17. Alert SEC Proposes Rules to Increase SPAC Disclosure Requirements... Published: 2022-05-19 13:51:57
    ... or assessing the fairness of the de-SPAC transaction. * Disclosure as to whether or not the SPAC or its sponsor has received any report, opinion or appraisal obtained from ...
  18. Logo Goes Her Published: 2013-05-14 13:18:00
    ... These resolutions also included share is- suance authorizations to finance the contemplated purchase of a fifth vessel. On June 5, 2012, Fairstar published the (un)fairness opinion ...
  19. Corporate Logo Only Published: 2025-01-28 10:58:01
    ... information systems design and implementation * Appraisal or valuation services, fairness opinions or contribution-in-kind reports * Actuarial services * Internal audit outsourcing ...
  20. The UPREIT Structure - Everything You Need to Know about Rollups... Published: 2025-01-19 12:04:05
    ... while §3(a)(10) (i.e, state fairness hearing) may be a good exemption to use ... In this situation, even where counsel is able to deliver a non-integration opinion (based ...
  21. Berman & Company, P.A., and Elliot Berman CPA Published: 2014-10-24 18:05:32
    ... expert in accountancy to the reliability or fairness of presentation of financial information, the utilization of any form of opinion or financial 6 statements that provide a ...
  22. Opting Only In: Published: 2013-07-15 18:54:00
    ... 280 A.2d 717, 722 (Del. 1971). 80. Instead, the decision merely required that the file contain sufficient paper to support the decision, often in the form of a fairness opinion. ...
  23. TheCorporateCounsel.net's Accountant Changes & Disagreements Published: 2024-07-30 09:33:03
    ... statements contained any adverse opinions or disclaimers, whether the company had ... impacts the fairness or reliability of the company's recent or current financials. ...
  24. Microsoft Word - 343864_1.DOC Published: 2006-03-24 14:50:16
    ... information systems design and implementation; appraisal or valuation services, fairness opinions or contribution-in-kind reports; actuarial services; internal audit outsourcing ...
  25. Microsoft Word - 80s303!.DOC Published: 2004-04-14 16:01:30
    ... drafting of the merger agreement or tender offer terms; * the preparation of a fairness opinion by the financial advisor; * the preparation of a Schedule 13E-3 and Schedule 13D; ...
  26. IFC PSO_Women_Business_Leadership.indd Published: 2018-12-31 15:35:07
    ... as a whole and that there is a growing need to be energized by a sense of fairness. ... This Public Sector Opinion indicates that both are possible, and indeed that they are ...
  27. Microsoft Word - 19113472_5.docx Published: 2015-05-20 19:25:00
    the standard of review was entire fairness. 5 The Court of Chancery, with ... available at http://courts.delaware.gov/opinions/download.aspx?ID=223540. 2 This section ...
  28. Microsoft Word - 498186_2.DOC Published: 2003-07-10 21:09:56
    ... systems design and implementation, (3) appraisal or valuation services, fairness opinions, or contribution-in-kind reports, (4) actuarial services, (5) internal audit ...
  29. 08_07_03_SOX.PDF Published: 2003-08-11 18:06:44
    ... prohibits the auditor from providing appraisal or valuation services, fairness opinions or contribution- in-kind reports to audit clients, unless it is reasonable to ...
  30. SU_093002.qxd Published: 2003-07-10 21:37:58
    ... systems design and implementa- tion; (3) appraisal or valuation services, fairness opinions, or contribution-in-kind reports; (4) actuarial services; Endnotes continued on ...
  31. 01_29_03_chart.PDF Published: 2003-07-10 22:21:46
    ... systems design/implementation; (iii) appraisal/valuations services; (iv) fairness opinions; (v) actuarial services; (vi) internal audit outsourcing services; (vii) ...
  32. RENAMEDBYADMWHILEHIDDENTOALLOWDUPLICATEACCELERATORS Published: 2005-08-31 14:45:10
    ... above a certain dollar threshold (usually $25 to $50 million), board approval and a fairness opinion from a financial advisor; and (iii) between those two figures, board approval. ...
  33. Quick Guide to REIT IPOs Published: 2019-05-14 12:55:56
    ... 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 ...
  34. Jason M. Halper Partner New York Published: 2015-05-19 16:03:48
    Instead, those courts held that "entire fairness" review effectively precludes dismissal ... but also certified its opinions for interlocutory appeal to the Delaware Supreme Court. ...
  35. SECURITIES LITIGATION INVOLVING VENTURE CAPITAL FIRMS AND THEIR... Published: 2007-02-22 13:42:26
    ... may thus resonate for SEC investigations, and the fundamental fairness concerns which permeate the Stein opinions are likely to affect any analysis of the SEC's conduct. 52 ...
  36. Sarbanes-Oxley Act Expands Corporate Governance and Accounting... Published: 2005-01-12 10:17:22
    ... systems design and implementation; * appraisal or valuation services, fairness opinions or contribution-in-kind reports; * actuarial services; * internal audit ...
  37. Sarbanes-Oxley Act Expands Corporate Governance and Accounting... Published: 2004-02-07 17:38:14
    ... systems design and implementation; * appraisal or valuation services, fairness opinions or contribution-in-kind reports; * actuarial services; * internal audit ...
  38. Feb_NtM_2004 Published: 2004-03-04 21:21:04
    ... in a savings and loan conversion or a bank offering or the preparation of a fairness opinion pursuant to SEC Rule 13e-3[; and]. [(5)] (6) Underwriter and Related Persons ...
  39. ALERTS AND UPDATES Second Circuit Upholds... Published: 2014-06-17 14:52:47
    ... The opinion laid out four factors that must be considered in determining if a consent decree would satisfy the "fairness and reasonableness" standard: (1) the basic legality of the ...
  40. Proxy Season Review 2021 Key Trends, Season Highlights, Statistics... Published: 2021-10-04 16:09:58
    ... a target in a frothy market, we have observed a trend of SPACs obtaining fairness opinions for their proposed transactions, something that was nearly unheard of just a year ago. ...
  41. Country Q&A United States PLC Published: 2009-06-01 20:01:34
    ... Financial information systems design and implementation. Appraisal or valuation services, fairness opinions or contri- bution-in-kind reports. Actuarial services. Internal audit ...
  42. CAQ Alert Published: 2021-06-10 12:17:54
    ... client's financial statements or other financial information systems taken as a whole. (iii) Appraisal or valuation services, fairness opinions, or contribution-in-kind reports. ...
  43. United States.indd Published: 2008-02-15 11:21:59
    ... Financial information systems design and implementation. Appraisal or valuation services, fairness opinions or contri- bution-in-kind reports. Actuarial services. Internal audit ...
  44. PCAOB - Sarbanes Oxley Act of 2002 Published: 2025-01-29 12:39:44
    ... 772 PUBLIC LAW 107-204-JULY 30, 2002 ''(3) appraisal or valuation services, fairness opinions, or contribution-in-kind reports; ''(4) actuarial services; ''(5) internal audit ...
  45. Third-Party Closing Opinions: Limited Liability Companies Published: 2025-03-04 15:08:20
    ... question the fairness of the decision makers' treatment of each other or the in- tegrity of the process they have followed in approving a transaction, 71 the opinion preparers ...
  46. Bank of America Tries a Different Majority Vote Approach : TheCorporat... Published: 2006-10-30 06:10:06
    ... that it will not ignore the issue of fairness that precipitated this latest litigation ... In what appears to be the first circuit court opinion to address the issue, the U.S. Court ...
  47. The Post-Enron Corporate Governance Environment: Where are We... Published: 2003-11-05 16:21:42
    ... systems design and implementation, (3) appraisal or valuation services, fairness opinions, or contribution-in-kind reports, (4) actuarial services, (5) internal audit ...
  48. 660804_5.DOC Published: 2004-08-30 13:28:21
    ... Appraisal or Valuation Services, Fairness Opinion or Contribution- in-kind Reports (1) Rule 2-01(c)(4)(iii) prohibits the auditor from providing appraisal or valuation services, ...
  49. Microsoft Word - 2261471_11.DOC Published: 2003-07-10 22:20:26
    ... procedures. * Appraisal or valuation services, fairness opinions or contribution-in-kind reports, including any process of valuing assets (tangible or intangible) or liabilities. ...
  50. IN THE CIRCUIT COURT OF THE STATE OF OREGON FOR MUL TNOMAH COUNTY Published: 2014-08-28 19:27:34
    ... facts relating to reasonableness or fairness , the Court concerned itself only "with ... Page 3- OPINION First, the court determined that forum-selection bylaws are appropriate ...
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