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Results from: TheCorporateCounsel.net
  1. Publication_A4_WP357465_CCook_LON Published: 2012-05-30 18:46:51
    ... systems design and implementation; (iii) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (iv) actuarial services; (v) internal audit ...
  2. Audit Committee Guide Published: 2022-09-21 10:09:00
    ... of financial information systems; appraisal or valuation services, fairness opinions, or contribution-in-kind reports; actuarial services; internal audit outsourcing; ...
  3. Board Matters Staying Published: 2014-05-05 06:58:40
    ... suggesting the possibility that the audit opinions are not sufficiently supported or that its independence or the fairness of the company's financial statements and ...
  4. Microsoft Word - 583119_1.DOC Published: 2003-07-10 21:32:18
    ... 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, ...
  5. Corporate Governance in Light of Sarbanes and NYSE.doc Published: 2003-07-10 22:45:28
    ... systems design and implementation; * appraisal or valuation services, fairness opinions, or contribution-in-kind reports; * actuarial services; * internal audit ...
  6. 03-1084 IM AC Service Guide_cover+text.indd Published: 2004-04-21 13:07:48
    ... Appraisal or valuation services, fairness opinions, or contributions-in- kind reports Prohibited services include any process of valuing assets, both tangible or intangible, or ...
  7. Guidelines for Investor Engagement 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 ...
  8. Microsoft Word - 1630664_4_10_22_08 IIB ANNUAL INSTITUTE SEMINAR... Published: 2008-10-23 13:01:07
    ... counterparty, acting as adviser on M&A transactions coupled with the issuance of fairness opinions, holding positions in debt and equity securities, having a director ...
  9. SPACs Published: 2025-04-15 14:27:46
    ... Court Applies Onerous Entire Fairness Standard in First SPAC-Related Decision" - Perkins Coie (1/22) "Delaware Issues Its First Fiduciary Duty Opinion on SPACs" - Sullivan & ...
  10. Speaker Biographies Published: 2024-10-14 07:49:12
    ... obligations under the federal securities laws; and counseling investment bankers in connection with mergers and acquisitions, fairness opinions, financings and other engagements. ...
  11. 2022 Developments in Securities and M&A Litigation - February... Published: 2023-02-14 20:00:34
    ... 80 the court once again ducked that question in its post-trial opinion and analyzed the case as if entire fairness applied. 81 The court focused on the two prongs of entire ...
  12. Gibson Dunn: 2022 Year-End Securities Litigation Update Published: 2023-03-15 15:21:03
    ... The dispute in Delman unfolded against the backdrop of the court's opinion in Multiplan, where the court relied on "well-worn fiduciary principles" to hold that the entire fairness ...
  13. TOC Published: 2013-07-05 20:11:38
    ... of financial information systems 3. Appraisal or valuation services, fairness opinions, or contribution-in-kind reports 4. Actuarial services 5. Internal audit ...
  14. NYSE and Nasdaq.indd Published: 2003-07-10 20:42:30
    ... systems design and implementation; (3) appraisal or valuation services, fairness opinions or contribution-in-kind reports; (4) actuarial services; (5) internal audit ...
  15. 2023 DELAWARE CORPORATE LAW AND LITIGATION YEAR IN REVIEW Published: 2024-02-08 14:10:21
    ... and thus was subject to the strict entire fairness standard of review, the Court of Chancery concluded in a post-trial opinion that Tesla's acquisition of Solar City was ...
  16. FINRA Provides FAQs on Same Day Clearance Option for Shelf Offerings Published: 2010-04-30 11:52:51
    underwriting terms to determine their fairness and reasonableness, principally through ... a "no objections" opinion relating to the underwriting terms and other arrangements. ...
  17. Leveraged Finance 101 - A Covenant Handbook Published: 2022-10-06 18:56:56
    ... PAGE 18 If the transaction exceeds a higher threshold of value, traditional indentures require a fairness opinion from an independent investment bank or appraisal firm. In recent ...
  18. DOJ Provides Important Guidance Regarding FCPA Issues in M&A... Published: 2018-07-27 15:11:28
    This announcement marks the latest step in the DOJ's multi-year effort to promote fairness ... to seek guidance via the DOJ's FCPA Opinion Procedure, a long-standing but ...
  19. Director Published: 2009-09-18 16:50:15
    ... The Fairness Act would require approval of the tabular and narrative disclosures as well ... of gathering investors' opinions on executive compensation during the 2009 proxy season. ...
  20. This sample questionnaire is the work product of a national coalition... Published: 2022-01-11 15:59:25
    ... in a savings and loan conversion or a bank offering or the preparation of a fairness opinion pursuant to Rule 13e-3; and (b)advisory or consulting services provided to the ...
  21. NASAA'S Published: 2011-09-20 23:05:00
    ... asset sales, divestitures or other corporate reorganizations or business combination transactions, including but not limited to rendering a fairness, solvency or similar opinion. ...
  22. I Published: 2012-02-28 13:59:00
    ... Id. at 36. Bancorp s financial advisors understood this fact as well. Cantor Fitzgerald rendered an opinion on the financial fairness of the transaction to Bancorp s stockholders. ...
  23. Charter's Supermajority Vote Requirement for Amendments Is Published: 2024-11-14 14:14:59
    ... Delaware corporate law and should not easily be displaced." ■ Narrow opinion, however. ... claims challenging the substantive fairness of the Conversion may be addressed at a ...
  24. COUNSELLOR JULY/AUGUST Published: 2003-07-10 20:51:34
    ... information system design and implementation; * appraisal or valuation services, fairness opinions, or contribution-in-kind reports where there is a reasonable likelihood that the ...
  25. Microsoft Word - 323647_1.DOC Published: 2003-07-10 21:09:18
    ... systems design and implementation; * appraisal or valuation services, fairness opinions or contribution-in- kind reports; * actuarial services; * internal audit ...
  26. REIT IPOs and Listing Transactions: A Quick Guide Published: 2024-03-18 14:07:08
    ... 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 ...
  27. Listing Standards.indd Published: 2003-11-24 16:48:00
    ... systems design and implementation; (3) appraisal or valuation services, fairness opinions, or contribution-in-kind reports; (4) actuarial services; (5) internal audit ...
  28. NYSE/Nasdaq Corporate Governance ... Published: 2004-12-13 10:55:06
    ... systems design and implementation; (3) appraisal or valuation services, fairness opinions, or contribution-in-kind reports; (4) actuarial services; (5) internal audit ...
  29. http://www.duanemorris.com/alerts/alert2920.html Published: 2008-07-14 12:22:47
    ... issuer provides an opinion from counsel in the foreign jurisdiction stating that, before the foreign court can give its approval, it must approve the fairness of the proposed ...
  30. Sen. Elizabeth Warren Published: 2022-07-14 15:35:39
    ... and the target company, a fairness report or opinion issued by a third party, and any dissenting votes against the merger by board members and their reasoning for the vote. ...
  31. Second Circuit Curtails Title 18 Insider Trading Liability Published: 2023-01-23 16:59:47
    the Second Circuit issued its highly anticipated opinion on remand in United States v. ... Second, Judge John M. Walker, Jr.'s concurrence has questioned the fairness of having ...
  32. Speaker Biographies Published: 2023-11-04 21:46:48
    ... obligations under the federal securities laws; and counseling investment bankers in connection with mergers and acquisitions, fairness opinions, financings and other engagements. ...
  33. Microsoft Word - Dark1.doc Published: 2006-08-02 11:53:33
    ... a disclaimer of opinion' i.e. the matters involved were so material and fundamental that they were unable to form an opinion on the truth and fairness' of financial statements. ...
  34. Microsoft Word - Table of Contents.doc Published: 2006-01-21 14:46:08
    ... 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. ...
  35. Audit Committee Resource Guide Published: 2015-03-03 15:10:42
    ... of financial information systems 3. Appraisal or valuation services, fairness opinions, or contribution-in-kind reports 4. Actuarial services 5. Internal audit ...
  36. Sarbanes-Oxley Act Expands Corporate Governance and Accounting... Published: 2003-07-10 21:10:48
    ... systems design and implementation; * appraisal or valuation services, fairness opinions or contribution-in- kind reports; * actuarial services; * internal audit ...
  37. Executive Compensation Survey Contents Published: 2024-11-22 09:36:40
    ... In January 2024, Chancellor Kathaleen McCormick issued her 201-page post-trial opinion in Tornetta v. Musk,⁴ in which, applying the entire fairness standard of review, she ...
  38. Selected Issues for Boards of Directors in 2019 Published: 2019-01-16 17:38:44
    ... * Requesting that the board ask the target financial advisor to provide a fairness opinion in respect of each class of stock; * Asking the target if it has considered ...
  39. 2022 MID-YEAR TECHNOLOGY AND LIFE SCIENCES IPO REPORT Non Published: 2022-10-04 13:57:28
    ... stockholders, exploration of alternatives/ market checks, independent valuations/fairness opinions, allocation of proceeds to holders of common stock out of preferences, limited ...
  40. Agreement Published: 2004-01-26 14:23:18
    ... information systems design and implementation; Appraisal or valuation services, fairness opinions or contribution-in-kind reports; Actuarial services; Internal audit outsourcing ...
  41. US Private D&O Market Spotlight - White Paper - PDF Published: 2025-02-13 09:37:16
    ... There is a risk that lawsuits could follow a less-successful investment. Shareholders may allege inadequate due diligence or a lack of fairness opinions, among other fiduciary ...
  42. 08-1394 Skilling v. United States (06/24/2010) Published: 2025-02-05 15:04:05
    ... Skilling asserts the District Court should not have accepted jurors' promises of fairness. ... regarding jurors' backgrounds, opinions, and news sources, gave the court a ...
  43. Microsoft Word - v5 Administration Releases Its Plan.doc Published: 2009-06-19 14:16:23
    ... Fairness would suggest that there is a divergence of opinion on the effectiveness and economic impact of such regulation. For example, the blizzard of consumer protection ...
  44. KPMG's Audit Committee Guide Published: 2015-09-23 16:14:52
    ... systems design and implementation* * Appraisal or valuation services, fairness opinions or contribution-in-kind reports* * Actuarial services* * Internal audit ...
  45. Cyber Risk Report 2018 Published: 2019-03-13 19:28:37
    ... or accountants or with professional tax, legal, actuarial or financial advisors, and (iv) do not provide an opinion regarding the fairness of any transaction to any party. ...
  46. Accessing the US Capital Markets - Non U.S. Issuers Published: 2009-04-03 11:10:58
    ... services and design and implementation, or appraisal or valuation services; * fairness opinions or contribution-in-kind reports; * actuarial services, internal audit outsourcing ...
  47. Microsoft Word - Rational Boundaries v25.DOCX Published: 2012-10-02 23:37:21
    ... about the concerns for small investors and fairness to market makers that drove the rule in the first place. This aspect of the opinion was more anticipated not only the strong ...
  48. BeyondCompliance_post.qxd Published: 2003-07-10 20:59:30
    When your independent auditors rendered an opinion on your financial statements, they were ... would be held accountable for the fairness, thoroughness, and accuracy of their ...
  49. Delaware Supreme Courts In re Cornerstone Therapeutics Decision... Published: 2015-05-20 13:50:14
    Defense In Actions Subject To Entire Fairness Review A director's responsibilities in ... risk dismissal." 5 In addition, the opinion clarified that the seminal Emerald Partners v. ...
  50. CORPORATE LITIGATION: DISINTERESTED DIRECTORS AND 'ENTIRE FAIRNESS... Published: 2015-06-15 18:29:42
    In lawsuits in which the entire fairness standard of review applies, however, the ... factual record?" 3 Last month, in an opinion written by Chief Justice Leo E. Strine ...
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