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Disclosure Requirements under Schedule 14: Q & A/ Discussion... Published: 2022-07-20 09:47:15

Information about the price immediately prior to signing may also be contained elsewhere in the filing, such as in the description of the banker's fairness opinion or the board's ...
Lawyers News, Publications, Events News Publications Events Published: 2015-05-08 14:49:49

general partner in connection with a dropdown that was approved by a conflicts committee with the help of legal and financial advisors and after the receipt of a fairness opinion. ...
Bringing in the Vote: The Need to Get Creative : TheCorporateCounsel... Published: 2010-02-24 08:06:51

Speaking of getting creative, this is one of the more unusual promotions I've come across in a while, courtesy of Smith & Wollensky... The Latest on Fairness Opinions We have ...
Hacking Nasdaq's Directors Desk: Big Trouble for Board Portals... Published: 2011-02-07 07:36:53

... Webcast: "Recent Developments Regarding Fairness Opinions, Valuation Analyses and Related Topics" Tune in tomorrow for the DealLawyers.com webcast - "Recent Developments Regarding ...
The NASD's Review of Underwriting Compensation (CC July-Aug 93... Published: 2025-01-19 12:04:02

... of an underwriter, or the issuer is an NASD member), Schedule E of the NASD's By-laws requires an opinion of a "qualified independent underwriter" akin to a fairness opinion. ...
Coke Settles Disclosure Action with SEC's Enforcement Division... Published: 2005-04-19 06:44:24

How should you deal with insolvent or unsophisticated clients, or unorthodox arrangements? * What is required disclosure in SEC filings regarding fairness opinions, including ...
Mind the Gap! California's Investment Adviser Registration Proposal... Published: 2007-10-17 06:43:20

... As noted in Amendment No. 4, Rule 2290 addresses disclosures and procedures in connection with the issuance of fairness opinions by a broker/dealer firm. In that amendment, FINRA ...
independent counsel for key committees: Q & A/ Discussion Forum Published: 2006-07-19 04:48:13

... an investment banker from outside to advise the board and probably getting a fairness opinion, and you never want a board to make a decision in less than two hours and you ...
SEC's Proposed New Rules for SPACs: A Lot of Change Coming Advisory Published: 2022-04-22 08:45:13

the de-SPAC transaction, and (2) adding additional disclosure requirements about fairness opinions regarding the transaction; and make the private company target be a co-registrant ...
The Upcoming Compensation Committee Report (CC Nov-Dec 2004) Published: 2025-01-19 12:04:11

... As we pointed out, we don't want to push the auditor analogy too far, in that the compensation consultant is not in the position of rendering a fairness opinion, etc. (Focus on the ...
Forward-Looking Statements: Lessons from Recent Case Law (CC... Published: 2025-01-19 12:04:19

... representations made by the company in its merger proxy regarding those projections and the valuation figures used by its financial advisor in rendering its fairness opinion. ...
Another Contender: State Street for Governance Poster Child of... Published: 2006-06-23 07:14:09

... rules could be handled in a global exemptive order. 3. NASD proposed fairness opinion disclosure and policy/procedure rules: - the staff of the office of mergers and ...
6th Floor Squabbles Continue at the SEC : TheCorporateCounsel... Published: 2005-05-05 06:02:10

It was interesting to note this piece in the New York Times last Sunday that even challenged the "back-up" fairness opinions given by others because of ties they had to Goldman. ...
PCAOB Proposes New Hierarchy of GAAP Auditing Standard and More... Published: 2007-04-04 05:07:36

... Pure Resources, he also found that the latest management projections relied on by the Special Committee and their financial advisor in its fairness opinion needed to be disclosed. ...
Background of the Merger: Q & A/ Discussion Forum Published: 2020-03-05 07:30:44

... The Background sections tend to draw a lot of comments. 5. Reach out to the investment bankers and ask them to provide a draft description of their fairness opinion. They are ...
directors selling to issuer under buyback program: Q & A/ Discussion... Published: 2021-03-24 04:47:23

... company, although other actions (such as approval by independent directors, a fairness opinion, etc.) may also be used to attempt to insulate it from attack as either a breach ...
March 1999 Supplement: 99 Supp: A. Securities Act Sections Published: 2025-01-19 12:04:46

... and reorganizations often describe or include opinions from investment bankers on the financial fairness of the transaction to prospective purchasers in the transaction. ...
Leal Update -- Delaware Court of Chancery Allowes deSPAC Litigation... Published: 2022-01-12 09:56:22

Litigation to Proceed Applying "Entire Fairness" Standard On January 3, 2022, the Delaware Court of Chancery issued an opinion denying motions to dismiss in In re Multiplan Corp. ...
Today's Shell Game (CC Jul-Aug 99) Published: 2025-01-19 12:04:07

... The Michaels shareholders were entitled to statutory dissenters' rights under New York law. Interestingly, the proxy statement explains that no fairness opinion was obtained.] ...
Stock Option Exchange Offers-Practice Tips (CC Jan-Feb 02) Published: 2025-01-19 12:04:09

... With hard times comes corner cutting and, since most option-exchanging issuers are by definition in hard times, it seems that very few boards are obtaining "fairness" opinions from ...
Now Publicly Available: SEC's Executive Compensation Comments... Published: 2008-01-14 05:29:55

... Not surprising since it would be hard for an industry outsider to know... The Latest on Fairness Opinions We have posted the transcript from our recent DealLawyers.com webcast: ...
121712 CS Ancestry Published: 2013-06-17 15:22:00

... So I 5 think we can put that to the side. 6 I would like to focus on, at least to 7 begin with, on the fairness opinion. And one of the 8 reasons I want to focus on that is I think ...
The Importance of Setting the Stage: Agendas & Board Materials... Published: 2025-01-19 12:04:19

... Presentations summarizing the terms of those agreements and fairness opinion presentations by investment bankers are typical examples of these late-arriving materials. While this ...
SEC's Filing Fee Lockbox Agent Changes - Effective Monday! :... Published: 2008-01-31 06:10:00

... January-February Issue: Deal Lawyers Print Newsletter This January-February issue includes articles on: - Fairness Opinions after Revised NASD Rule 2290: Models & Analysis - ...
Your Edgar Filing Was Hacked? 11 Things You Need to Do Now :... Published: 2017-10-04 18:22:38

... but Rule 100(d) of Reg G provides an exemption from its requirements that applies to disclosures summarizing "the bases for and methods of arriving at" a fairness opinion. ...
Controllers: Chancery Says Move to Nevada Doesn't Have to Trigger... Published: 2024-03-26 00:44:28

be subject to entire fairness review: The defendants also seek to bolster their argument for interlocutory appeal by asserting that the Opinion "precludes any allegedly ...
New York Washington, D.C. Los Angeles Palo Alto London... Published: 2022-04-01 16:29:08

holders; although the proposed rules would not require a SPAC to obtain a fairness opinion from a financial advisor, a SPAC may seek a fairness opinion to substantiate its ...
Apache Corporation v. NYCERS: Injunction Denied : TheCorporateCounsel... Published: 2008-04-28 06:48:30

... How about the NYC building option and the Section 203 provision? - How valid are the attacks against the fairness opinions delivered in the deal? - Why was there a discussion of a ...
Delaware Chancery Court Decision: Compensation Not Fair : TheCorporate... Published: 2007-03-14 06:55:10

... The ICN opinion shows the significant risks that directors face when entire fairness is the standard of review. The opinion also shows the dangers of transactions that confer ...
DELAWARE CORPORATE LITIGATION: A REVIEW OF 2012'S DEVELOPMENTS... Published: 2013-02-13 19:46:28

"Entire Fairness": Controlling Stockholder Transactions and Special Committees ......7 Two Delaware Opinions Have Wide-Reaching ...
Fairness Hearing under Section 3(a)(10): Q & A/ Discussion Forum Published: 2010-12-30 05:31:29

... You might look at the information page for fairness hearings on the California website: http://www.corp.ca.gov/SRD/hearings/default.asp See also California Commissioner's Opinion ...
Fake News: Phony BlackRock CEO Letter Hits the Street : TheCorporateCo... Published: 2019-01-17 08:20:52

... Carve-Out Transactions - The Odd Couple: Indemnification and R&W Insurance - Fairness Opinions: How to Avoid Provider Conflicts - Standards of Review: When the Controlling ...
Webcast Published: 2025-01-19 12:04:52

Merge" & Merger Announced Two Weeks Later Hypo #9: Financial Advisor Defends Fairness Opinion Criticism in a Tweet Hypo #10: CEO Tweets After Confidential IPO Submission Broc ...
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 ...
Microsoft Word - AltEnt011212pf.DOC Published: 2012-01-12 12:53:40

A committee of independent directors of EPE Holdings, LLC, the general partner of Enterprise GP Holdings, approved the Sale after receiving a fairness opinion from Morgan Stanley & ...
Sidley Austin provides this information as a service to clients... Published: 2017-10-19 11:17:54

by a company to its financial advisors to use in rendering a fairness opinion and then disclosed in summary form to stockholders in the related proxy or tender offer materials. ...
Clearing Up Confusion Over Audit Response Letters : TheCorporateCounse... Published: 2011-02-24 07:30:49

... Recent Developments Regarding Fairness Opinions, Valuation Analyses and Related Topics We have posted the transcript for our recent DealLawyers.com webcast: "Recent Developments ...
STRAIGHT TALK IS GOOD BUSINESS. Published: 2013-08-19 12:18:54

that EPE received consideration of approximately $100 million for TEPPCO GP. The Committee approved the 2009 Sale based in part upon a fairness opinion rendered by Morgan Stanley. ...
United States Supreme Court Limits Investor Suits for Misleading... Published: 2015-03-25 15:59:56

... Capitol Bancorp Ltd., 551 F.3d 1156, 1162 (9th Cir. 2009) (fairness opinions "can give rise to a claim under [S]ection 11 only if the complaint alleges with particularity that the ...
Very Candid Disclosure: From the Company that Brought You "Dead... Published: 2009-07-20 08:44:00

... In fairness you did not ask this last question, but we think it is the one you still want answered. You have expressed your opinions and have done a great deal to advance your ...
The Staff's New Section 13(d)/(g) CDIs (CC November-December... Published: 2025-01-19 12:04:14

... to Implement E-Proxy in Year Two" (2/2) DealLawyers.com's-"The Latest on Fairness Opinions" (2/3) Naspp.com's-"Current Developments Impacting Brokers & Transfer Agents (And ...
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. ...
SIDLEY UPDATE Expansive New SEC Rule Proposals Seek Published: 2022-04-03 21:53:36

... While the proposed rules do not add a requirement that SPACs obtain a fairness opinion, the proposed rules indicate that disclosure by a SPAC regarding the fairness of a de-SPAC ...
'Say' Earnings Calls: Less Boring? : TheCorporateCounsel.net... Published: 2021-04-17 19:12:53

Recently, the Delaware Court of Chancery reaffirmed that the entire fairness standard applies to most decisions that directors make about their own compensation. The opinion - ...
Backdated Options: Consent a Tender Offer? Need to Consider the... Published: 2007-01-02 06:38:46

... After days of wrangling, Thomson Financial declined to give the banking titan "league table" credit for writing a fairness opinion - a relatively minor role in the merger process - ...
September, 2001 Published: 2003-07-10 21:24:08

information systems design and implementation; appraisal or valuation services, fairness opinions, or contribution-in-kind reports,; actuarial services; internal audit outsourcing ...
To: Published: 2008-09-08 02:32:58

... defendants Cash, Crandall, Clemmer, Bradley, Waterhouse, and Wilson were members of the board's special committee that was charged with reviewing the Sonenshine fairness opinion. ...
Debevoise In Depth Published: 2022-04-27 15:54:23

To support its conclusion, the SPAC board is likely to call on its financial advisor to render a fairness opinion in connection with the de-SPAC transaction, a rarity in today's ...
TheCorporateCounsel.net's SEC Comment Letter Process Handbook Published: 2024-08-12 14:02:20

.........10-20 - Supplemental Request for Fairness Opinion Materials ......10-21 - Futures Comment Turns ...
Delaware Supreme Court Addresses Outside Director Liability in... Published: 2015-05-21 17:03:48

Otherwise, the outside director can seek a dismissal from the proceedings before the transaction is reviewed for entire fairness. The Delaware Supreme Court's Opinion The Delaware ...