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Results from: TheCorporateCounsel.net
  1. COVID-19: Rethinking Chapter 11... Published: 2020-04-08 13:59:04
    ... But there are other mechanisms to mitigate fraudulent transfer concerns as well, including obtaining solvency opinions (concerning the seller's solvency) and fairness opinions ...
  2. http://www.dlapiper.com/delaware-supreme-court-puts-brakes-on... Published: 2009-04-06 16:10:58
    ... From July 12 through July 15 the parties negotiated the terms of a merger agreement, Basell conducted due diligence, the Lyondell financial advisor prepared a fairness opinion and ...
  3. Sarbanes-Oxley 1.31 Strenghtening the Commissions Requirements... Published: 2003-07-10 21:21:14
    ... systems design and implementation; * appraisal or valuation services, fairness opinions or contribution-in-kind reports; * actuarial services; * internal audit ...
  4. Auditor Independence E-alert_.doc Published: 2003-07-10 22:30:28
    ... The "prohibited services" are: (i) bookkeeping services; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, fairness opinions or ...
  5. SEC Issues Final Auditor Independence and Audit Record Retention... Published: 2003-07-10 22:35:30
    ... systems design and implementation; appraisal and valuation services and fairness opinions; actuarial services; internal audit outsourcing services; management functions; ...
  6. PALIB2_2448507_1.DOC Published: 2003-12-10 19:50:48
    ... systems design and implementation; * Appraisal or valuation services, fairness opinions, or contribution-in-kind reports; * Actuarial services; * Internal audit ...
  7. Significant Published: 2015-02-09 14:46:47
    ... offeror is allowed to amend, reduce and change the terms of the offer; (iv) no fairness opinion is required; (v) there is a low or no premium requirement; and (vi) the board does ...
  8. Microsoft Word - SOx_Final Egan Copy.doc Published: 2013-07-02 14:12:05
    ... systems design and implementation; 37 (3) appraisal or valuation services, fairness opinions, or contribution-in-kind reports; 38 (4) actuarial services; 39 the statutory ...
  9. Compliance Dates Are Set: A Roadmap for Private Fund Advisers... Published: 2023-10-06 10:32:10
    ... Adviser-Led Secondaries Rule - RIAs advising private funds must obtain either a fairness opinion or a valuation opinion if they engage in adviser-led secondary transactions by ...
  10. Microsoft Word - 11986503_1.DOC Published: 2010-04-01 23:52:31
    ... OPINION OF THE COURT The decision does not allow "the free-ranging judicial fairness' review of fees that Gartenberg could be read to authorize . . . ." JUSTICE THOMAS, concurring ...
  11. M&A Bulletin: Goldcorp Not Required to Seek Shareholder Approval... Published: 2006-11-07 12:27:56
    showing the benefits of the deal, a fairness opinion from Goldcorp's financial adviser (Merrill Lynch Canada Inc.) and advice on the merits of the deal from CIBC World Markets Inc. ...
  12. Microsoft Word - 090206_Delaware Supreme Court Addresses Standards... Published: 2009-02-09 14:21:26
    Although ruling on an appeal of a motion to dismiss, the Supreme Court's opinion clarified certain Delaware law issues relating to the business judgment and entire fairness ...
  13. SEC Proposes New Rules for SPACs and De-SPAC Transactions Published: 2022-04-03 22:37:54
    ... holders, a change that could influence whether SPACs and their boards seek fairness opinions, which are not provided in a majority of de-SPAC transactions currently;  ...
  14. Microsoft Word - CorpNewsletter073009pf.doc Published: 2009-08-05 12:31:37
    ... Further, prior to approving the Combination, the Activision board received a fairness opinion from its financial advisor, which had been advising the board throughout this process. ...
  15. Shareholder Litigation Published: 2023-02-14 20:06:55
    ... Last year, we wrote about the Court's MultiPlan opinion, where Vice Chancellor Will applied the entire fairness standard of review and sustained stockholder claims ...
  16. Microsoft Word - 30_201005132011360355.doc Published: 2013-06-17 15:22:00
    ... First, the proxy statement presented a materially misleading description of how Craig-Hallum, the investment bank that provided the PLATO board with a fairness opinion, came to its ...
  17. Vol XII No 1 8.5x11.indb Published: 2010-11-18 17:12:35
    ... The parties negotiated a merger agreement between July 12 to July 15, during which time Basell conducted due diligence and Deutsche Bank prepared a fairness opinion. The Lyondell ...
  18. 021206_SEC_Auditor Independence.qxd Published: 2003-07-10 21:16:10
    ... systems design and implementation; l Appraisal or valuations services, fairness opinions or contribution-in-kind reports; l Actuarial services; l Internal audit ...
  19. Corp_Gov_Alert_080902.qxd Published: 2003-07-10 20:33:28
    ... information systems design and implementation * appraisal or valuation services, fairness opinions, or contribution-in-kind reports * actuarial services * internal audit ...
  20. It is now time for foreign private... Published: 2018-01-11 16:41:16
    ... of being incorporated into the report of a financial advisor (most commonly in a fairness opinion), are not non-GAAP measures under Regulation S-K and Regulation G, provided the ...
  21. New York Washington, D.C. Los Angeles Palo Alto... Published: 2010-10-26 12:43:08
    ... The Preamble states that a common problem for plan fiduciaries is the reliance on faulty valuations prepared by professional appraisals. By adding appraisals and fairness opinions ...
  22. Final Rule: Strengthening the Commission's Requirements Regarding... Published: 2025-01-19 12:04:48
    ... information systems design and implementation; Appraisal or valuation services, fairness opinions, or contribution-in-kind reports; Actuarial services; Internal audit outsourcing ...
  23. Social Media Hypotheticals: TheCorporateCounsel.net's ... Published: 2013-05-06 12:13:00
    ... In response, Acme's financial advisor tweets "Our fairness opinion is through. Fair deal." - Do advisors need to be trained about what they can tweet about their client? G. Pre-IPO ...
  24. GT Alert_The SEC Proposes New Rules for Special Purpose Acquisition... Published: 2022-05-02 15:03:34
    ... While these disclosures are typically made by SPACs, the proposed rule would likely have the effect of causing SPACs to obtain a fairness opinion from an independent investment ...
  25. Microsoft Word - 747098570_1.docx Published: 2022-04-05 15:22:07
    ... The Proposed Rules will contribute to the use of third party fairness opinions in de- SPAC transactions. The Proposed Rules would require a SPAC to opine on whether it reasonably ...
  26. Securities Enforcement Forum West... Published: 2022-05-19 17:58:48
    ... However, this undertaking comes with multiple unanswered questions including how to structure any required fairness opinion and whether future projections will be required. These ...
  27. © 2022 Pillsbury Winthrop Shaw ... Published: 2022-04-19 09:58:31
    ... In 2021, only 15 percent of de-SPAC transactions were supported by fairness opinions. These rules, if enacted, could spark a major shift in the de-SPAC process and impose ...
  28. EXECUTIVE INSIGHT Corporate Reform The New SEC Auditor Independence... Published: 2003-07-10 21:02:54
    ... Appraisal or Valuation, Fairness Opinion, or The rule generally prohibits these services, although the SEC continues to permit valuations for non-financial Contribution-in-Kind ...
  29. Microsoft Word - 15061717_1.DOC Published: 2003-07-10 21:12:38
    ... The Release does not mention any special considerations for foreign issuers. Appraisals, valuations, fairness opinions, contribution-in-kind reports The Final Rules prohibit ...
  30. New York and Washington Courts Issue... Published: 2018-05-10 12:57:35
    ... At that point, the financial advisor did provide a fairness opinion, and the sale of 50.1 percent of Xerox was unanimously approved by Xerox's board and announced in January 2018 ...
  31. THE OVERUSED AND UNDER-DEFINED NOTION OF MATERIALŽ IN SECURITIES... Published: 2015-07-07 12:28:32
    ... In this case, the proxy statement omitted two facts regarding valuation. First, the investment-banking firm that supplied a fairness opinion to the selling firm board had sent a ...
  32. Microsoft Word - 4123668_1.DOC Published: 2011-08-17 17:57:09
    ... there was no preclusion to the minority members' fiduciary breach suit and that the merger needed to be treated under the entire fairness standard. New York Opinions In Melcher v. ...
  33. Calculation Of Cram-DownŽ Interest Rate Published: 2009-08-28 18:35:05
    combination transactions, including but not limited to rendering a fairness, solvency, or similar opinion, including, in each case, principals who super- vise such activities, ...
  34. A Delaware Limited Liability Partnership Published: 2015-05-07 15:33:14
    ... In El Paso, where the banker's entire fee was contingent on its delivery of a fairness opinion for the transaction, and the banker's materials were found by the Fried Frank M&A ...
  35. © 2024 Pillsbury Winthrop Shaw ... Published: 2024-03-27 16:46:20
    ... However, the Final Rules will not overtly require, and there is no current statutory requirement under Delaware law [1] for, a fairness opinion in connection with de-SPAC ...
  36. LEGAL UPDATE Published: 2024-06-06 09:23:16
    ... Adviser-led Secondaries: The Final Rule would have required advisers to obtain a fairness or valuation opinion in connection with such transactions. Furthermore, advisers would ...
  37. Place Title of Article Here Please Place Title of Article Here... Published: 2015-05-18 01:54:15
    in question is the Revlon or Unocal standard, entire fairness or the business judgment rule. The Court of Chancery opinions in question had essentially held that the ...
  38. Developments in Corporate Governance: Looking Ahead to 2010 ... Published: 2009-12-23 19:44:00
    ... The OSC expressed the view that a fairness opinion prepared by an adviser who is paid a success fee "does not assist a special committee of independent directors in demonstrating ...
  39. Client Alert April Published: 2022-04-07 11:43:16
    ... This will provide further incentive to SPACs to 4 seek fairness opinions to substantiate their "reasonable belief" as to the fairness of the transaction. Of note is that IPO ...
  40. SEC Proposes Sweeping Regulations Regarding SPAC and De-SPAC... Published: 2022-04-12 09:18:52
    ... The proposed rules do not require that a SPAC seek out a third-party fairness opinion, rather; it only requires disclosure as to whether they received one. As a practical matter, ...
  41. © 2022 Troutman Pepper Hamilton ... Published: 2022-03-31 19:49:10
    fair or unfair to investors and whether the SPAC has obtained any outside opinion relating to the fairness of the transaction. Treating de-SPAC Transactions as Traditional IPOs. ...
  42. Annual Meetings: Make Sure Your "Inspector of Election" Templates... Published: 2022-10-18 06:23:00
    really would not pass a sniff-test for "fairness" or "strict impartiality" if a ... ideally obtain current outside auditor opinions as to their overall reliability - or ...
  43. Forum Selection Bylaws-Drilling Deeper : Mike Gettelman's Blog Published: 2014-02-01 22:22:00
    ... But, footnote 93 of Strine's opinion is most interesting, pointing out (presumably, as a ... as to hostile bidder; Arbitration Fairness Act of 2013 modified to include ...
  44. ISS Releases 2016 Policy Updates : TheCorporateCounsel.net Blog Published: 2015-11-23 07:08:07
    in 2013 was governed by the entire fairness review as a self-dealing transaction. ... The Court of Chancery of the State of Delaware disagreed in this opinion. Stockholder ...
  45. Microsoft Word - ~4232336.doc Published: 2003-07-10 21:59:24
    ... in conjunction with the design and installation of a system by another service provider. (3) Appraisal or valuation services, fairness opinions, or contribution-in-kind reports. ...
  46. Client Alert Published: 2010-10-22 12:38:55
    ... to maximize the selling price, and the receipt of a fairness opinion from an investment bank, do not directly address the director conflict concerns raised by the Trados decision. ...
  47. CORPORATE - INITIAL PUBLIC OFFERING (IPO) Published: 2015-05-01 12:29:00
    ... are presented to the conflicts committee. * A dropdown should not be approved simply because a conflicts committee's financial advisor is willing to deliver a fairness opinion. ...
  48. Securities Regulation Bulletin Published: 2011-07-25 18:15:37
    ... Often, expert reports or opinions in an information circular, such as a fairness opinion or tax opinion, are of limited use to prospective investors in a subsequent financing. ...
  49. P8303_The Long Guide_spot color Published: 2005-01-14 15:32:45
    ... information systems design or implementation * Appraisal or valuation services, fairness opinions, etc. * Actuarial services * Internal audit outsourcing services * Management ...
  50. View PDF Published: 2024-01-30 10:33:49
    ... requirement, suggesting it was a thinly veiled "suggestion" for the SPAC to obtain a fairness opinion. The SEC backpedaled from this requirement in favor of the above requirements. ...
Total results found: 1,459
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