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Results from: TheCorporateCounsel.net
  1. SEC Issues Final Rules on Auditor Independence-updated.qxd (Page... Published: 2003-07-10 20:47:30
    ... Appraisal Services * No appraisal, valuation or other service may be provided where the service involves a fairness opinion or contribution-in-kind report for an audit client ...
  2. M&A Report - New Delaware Court of Chancery Decision Examines... Published: 2015-04-23 17:53:18
    ... with the Parent; the negotiations would lead to a nominally better price for El Paso MLP; the Conflicts Committee would receive a fairness opinion; and the deal would be approved. ...
  3. M&A REPORT - DELAWARE SUPREME COURT ISSUES RULING CLARIFYING... Published: 2015-05-19 15:58:10
    where the standard of review for such transactions is that of entire fairness. In Cornerstone, an opinion authored by Chief Justice Strine, the Supreme Court reversed two recent ...
  4. SIDLEY UPDATE SEC Adopts Final Rules Regarding Special Purpose... Published: 2024-01-30 10:23:31
    ... de-SPAC transaction was fair or unfair to unaffiliated securityholders of the SPAC, which some commenters noted created an apparent "back-door" requirement for a fairness opinion. ...
  5. Client Alert Published: 2017-04-17 12:04:28
    price offering, fairness opinions, disclosure of price and concessions in selling agreements, notification requirements for offering participants, and payments for market making. ...
  6. Release No. 33-8154 Published: 2025-01-19 12:04:47
    ... information systems design and implementation; Appraisal or valuation services, fairness opinions, or contribution-in-kind reports; Actuarial services; Internal audit outsourcing ...
  7. New York Washington, D.C. Los Angeles Palo Alto... Published: 2023-01-09 13:48:06
    ... of the de-SPAC transaction; 16 and (iii) the Board did not receive a fairness opinion. 17 IMPLICATIONS As a follow-on to the Court's ruling in MultiPlan, the decision ...
  8. WSGR Alert Published: 2025-02-07 09:17:57
    In reaching its decision, the Delaware Supreme Court reversed the trial court's opinion applying the more onerous entire fairness standard of review to TripAdvisor's proposed ...
  9. 9ea61c6e-5b91-4657-b9a2-e286dd163b58.pdf Published: 2008-10-20 14:17:26
    ... were grossly negligent. 325 Although the Delaware Supreme Court noted that "fairness opinions by independent investment bankers are [not] required as a matter of law," 326 in ...
  10. Microsoft Word - FINAL Auditor Independence.doc Published: 2003-07-10 20:54:48
    ... during a financial statement audit; * appraisal and valuation services, fairness opinions or contribution in kind reports, unless it is reasonable to conclude that the ...
  11. New Delaware Decision Again Raises ... Published: 2018-04-25 19:04:46
    ... 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. ...
  12. IN THE SUPREME COURT OF THE STATE OF DELAWARE Published: 2015-05-14 20:19:03
    ... Bear Stearns; iii) the complete lack of negotiation of the exchange ratio; iv) the utter disregard for the committee process; and v) the failure to seek an updated fairness opinion...
  13. Auditor Independence.qxd Published: 2003-07-10 20:28:50
    ... information systems design and implementation * appraisal or valuation services, fairness opinions or contribution-in-kind reports * actuarial services * internal audit outsourcing ...
  14. AN OFFERING FROM THE BDO CENTER FOR CORPORATE GOVERNANCE AND... Published: 2016-03-07 19:10:54
    ... Boards should consider obtaining a fairness opinion from an independent provider to protect the interests of the shareholders. For more on these topics and other key issues to ...
  15. M&A/Private Equity Published: 2018-06-06 18:12:36
    ... of good faith for actions taken in reliance on experts (such as reliance on a fairness opinion), and safe harbor provisions (providing a conclusive presumption of good faith ...
  16. Microsoft Word - Adv-Corporate Governance-SOAuditors-February... Published: 2003-07-10 21:19:42
    Page 2 * Appraisal or valuation services, fairness opinions or contribution-in-kind reports, such as valuing assets or liabilities and opining on the adequacy of consideration in a ...
  17. Sarbanes-Oxley Update: SEC Proposes Auditor Independence and... Published: 2003-07-10 22:32:04
    ... systems design and implementation; appraisal and valuation services and fairness opinions; actuarial services; internal audit outsourcing services; management functions; ...
  18. Private Funds 2023: The Year in Brief Published: 2024-02-13 15:46:16
    extent they do not do so already);  require independent valuation opinions or fairness opinions in adviser-led secondary transactions;  mandate that advisers memorialize, in ...
  19. SEC Adopts Final Rules Concerning SPAC Initial Public Offerings... Published: 2024-03-06 11:32:10
    ... Additionally, if the SPAC or SPAC sponsor received a fairness opinion from an outside party regarding the fairness of the de-SPAC transaction, the details of such opinion must be ...
  20. http://www.dorsey.com/going_dark_voluntary_delisting_deregistra Published: 2009-03-17 18:10:04
    ... or third party acquirors and require extensive board consideration, disclosure, fairness opinions, SEC filings and often a shareholder vote. "Going dark," on the other hand, can ...
  21. Author: Oderah C. Nwaeze Revlon Duties Generally Described Published: 2022-04-03 21:20:04
    ... For instance, Delaware courts have previously held that auctions for smaller companies could require more marketing to be considered reasonable. Fairness opinion. Obtaining a ...
  22. LAWFLASH SEC'S PROPOSED RULES AIM TO... Published: 2022-04-13 19:18:27
    ... SPACs may seek a fairness opinion from a financial advisor to substantiate their "reasonable belief," but the Proposed Rules do not require a SPAC to obtain such an opinion. ...
  23. ATTORNEY ADVERTISING Published: 2017-10-19 10:20:43
    ... projections provided to its financial advisor for purposes of obtaining a fairness opinion it disclosed to its stockholders. The full text of the new and revised C&DIs ...
  24. SEC Proposes Significant Changes to Rules Affecting SPACs and... Published: 2022-04-01 09:35:00
    a fairness determination from the SPAC as to the de-SPAC transaction and any related financing transactions, and * requiring disclosure regarding any outside report, opinion or ...
  25. SEC Proposes Rules to Alter Disclosure Published: 2022-04-10 19:12:07
    ... acquisition, the Delaware Court of Chancery has in the past required disclosure of management's projections, especially if those projections formed the basis of a fairness opinion. ...
  26. Microsoft Word - DOCSWIL-#268802-v1-2005_REVIEW_OF_DEVELOPMENTS... Published: 2005-10-24 11:05:12
    ... expertise" and expertise in the telecommunications industry made it implausible for him to rely on the fairness opinion rendered by the special committee's financial adviser. ...
  27. Handling Ill Directors Who Can't Perform : The Mentor Blog Published: 2016-11-16 06:28:00
    be subject to review under the entire fairness standard, which has been discussed in ... board needs to act in reliance upon the opinion of legal counsel who is familiar with the ...
  28. Section 3(a)(10): Q & A/ Discussion Forum Published: 2004-12-12 23:23:58
    by all the stockholders consitute adequate notice in order to issue a 3(a)(10)opinion? ... Staff Legal Bulletin 3/3R that "[t]he fairness hearing must be open to everyone to whom ...
  29. The Delaware courts have been : TheCorporateCounsel.net Blog Published: 2003-06-26 15:49:54
    Moffett. This opinion reverses the dismissal of a stockholder class action challenging the ... applies (i.e., whether the business judgment rule or entire fairness standard applies). ...
  30. Relationships Outside the Company Can Cause Conflicts of Interest... Published: 2015-11-05 13:31:21
    to proceed with a derivative lawsuit challenging the fairness of the transaction. The Delaware Supreme Court's opinion provides important insight into how judges will analyze ...
  31. SEC Adopts Rules on Auditor Independence in Accordance with Title... Published: 2025-01-19 12:03:48
    systems design and implementation;(3) Appraisal or valuation services, fairness opinions, or contribution-in-kind reports;(4) Actuarial services;(5) Internal audit ...
  32. SEC Proposes Rules Regarding Auditor Independence Published: 2025-01-19 12:03:49
    ... The old rules prohibited an auditor from providing appraisal or valuations services, fairness opinions, or contribution-in-kind reports[fn5] for audit clients, except in limited ...
  33. Microsoft Word - Going-Concern Opinions and Corporate Governance... Published: 2018-10-25 17:51:47
    ... to achieve objectives of both audits to express an opinion on both fairness of financial statements and effectiveness of internal control over financial reporting (PCAOB 2009). ...
  34. Audit Published: 2005-02-09 14:06:29
    ... Anticipated financial and operating benefits Offer price (premium or discount) Fairness opinion How the deal was negotiated Changes in corporate governance and their impact on ...
  35. Delaware Supreme Court Issues Important Ruling Addressing Fiduciary... Published: 2025-02-06 09:54:23
    In reaching its decision, the Delaware Supreme Court reversed the trial court's opinion applying the more onerous entire fairness standard of review to TripAdvisor's proposed ...
  36. Attorney Advertising Published: 2015-05-06 15:09:00
    ... and approved the dropdowns only after negotiating with EPC to obtain improvements to EPC's initial offer and obtaining a written fairness opinion from the financial advisor. ...
  37. Gibson Dunn: SEC Adopts Final Rules to Align SPACs More Closely... Published: 2024-02-06 10:28:17
    ... relied upon by the board of directors, the terms of any financing materially related to the de-SPAC transaction, the dilutive impact of the transaction, and any fairness opinion. ...
  38. SEC Adopts New Rules for SPACs Published: 2024-02-05 09:46:03
    ... Reasons for the Transaction and Fairness Opinions and Other Third-Party Reports : If the law of the SPAC's jurisdiction of incorporation requires the SPAC board to determine ...
  39. In re Inergy L.P. Unitholder Litigation: The Delaware Court of... Published: 2010-11-09 13:21:11
    ... Ultimately, the Inergy Special Committee received a fairness opinion from its financial advisor, Robert W. Baird & Co. Incorporated, confirming that the Transaction was fair from a ...
  40. Board Special Committees and Conflict Transactions- Recurring... Published: 2006-10-25 10:58:45
    ... shareholders is at least as important in the conflict transaction context as the fairness opinion. -4- Within the universe of qualified advisors, the committee should then ...
  41. Delaware Court Applies Entire Fairness Standard to MultiPlan... Published: 2022-01-20 09:43:07
    decision about whether to redeem their shares." 2 The opinion suggests that notwithstanding the entire fairness standard of review, for de-SPAC transactions in which all ...
  42. THE HOME DEPOT, INC. POLICY REGARDING RETENTION OF INDEPENDENT... Published: 2021-04-08 15:54:57
    information systems design and implementation; appraisal or valuation services, fairness opinions, or contribution-in-kind reports; actuarial services; internal audit outsourcing ...
  43. Corporate Litigation Alert (US) Published: 2015-05-19 17:40:27
    ... and, and (3) the independent directors (i) failed to negotiate an exchange ration, (ii) disregarded the committed process and (iii) failed to seek an updated fairness opinion. ...
  44. Revised Rules on Auditor Independence - FAQ Published: 2025-01-19 12:04:48
    ... A: As the Commission stated in the adopting release, "Fairness opinions are opinions that an accounting firm provides on the adequacy of consideration in a transaction. [I]f an ...
  45. SEC Proposes Rules Regarding Auditor Independence Pursuant to... Published: 2023-11-04 21:47:17
    systems design and implementation; 3. Appraisal or valuation services, fairness opinions, or contribution-in-kind reports; 4. Actuarial services; 5. Internal audit ...
  46. Debevoise In Depth Published: 2024-02-01 11:30:46
    ... security holders, which some commenters noted created a thinly veiled obligation on the SPAC to obtain a fairness opinion. * SPAC Sponsors, Their Affiliates and Promotors. ...
  47. Copyright © 2024 Wilson Sonsini ... Published: 2024-02-21 15:54:33
    issued an opinion refusing to dismiss stockholder claims challenging the reincorporation of TripAdvisor from Delaware to Nevada and determining that the entire fairness standard ...
  48. BLOG Aligning SPACs and Traditional ... Published: 2024-01-26 11:15:24
    ... Fairness Opinions: the proposed rules initially would have required a statement from the SPAC as to whether it reasonably believed that a de-SPAC transaction (and related financing ...
  49. THE PUBLIC COMPANY HANDBOOK Jens M. Fischer Stewart M. Landefeld Published: 2021-12-02 12:22:35
    ... Time Inc. (commonly known as the Time-Warner case). Practical Tip: Obtain a Fairness Opinion Courts give special deference to Boards that seek truly independent third-party advice, ...
  50. 1 Published: 2023-10-13 10:52:37
    financial statement audit for each private fund that they advise. 6. For GP-led secondary transactions, a fairness or valuation opinion is required. Preferential Treatment 7 . ...
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