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Results from: TheCorporateCounsel.net
  1. SPAC Redemption Rights-Panacea or Achilles Heel? Delaware Court... Published: 2022-02-14 11:53:48
    ... as effective under Delaware law, without completely jettisoning the expertise and effectiveness of the SPAC sponsor. 3. Independent Financial Advisor and Fairness Opinion. ...
  2. Audit Fees Published: 2022-10-05 12:15:27
    ... information system design and implementation; Appraisal or valuation services, fairness opinions, or contributions-in-kind reports; Actuarial services; Internal audit outsourcing ...
  3. clearygottlieb.com Published: 2022-01-05 12:11:44
    ... company, re-examining the independence and compensation of non-sponsor directors, and third-party valuation reports or fairness opinions as to the value of the target business. ...
  4. clearygottlieb.com Published: 2023-07-18 14:41:15
    ... of the target; - The requirement that the appraisal report be accompanied by a fairness opinion of a Self Regulatory Organization of appraisers approved by the Government; - The ...
  5. CLIENT NEWSFLASH Second Circuit Vacates ... Published: 2014-06-05 13:37:57
    The majority opinion also provided a list of factors to consider in assessing fairness and reasonableness in consent settlements, including "(1) the basic legality of the decree; ...
  6. A Delaware Limited Liability Partnership Published: 2016-03-14 17:50:32
    ... directors approved the Transaction in one day, without independent advisors or a fairness opinion; and  the Halt directors required that the stockholders' decide whether to ...
  7. Microsoft Word - Latest SEC Reminder About Managing Conflicts... Published: 2007-06-14 06:31:21
    ... clients while trading on behalf of other customers or itself, or providing fairness opinions in corporate control transactions in which the investment bank will receive ...
  8. CGA_010208_3.indd Published: 2008-01-17 12:44:43
    ... Based on an affirmative fairness opinion from Houlihan Lokey Howard & Zukin (Houlihan) to the committee, the board and the committee approved the going- private transaction. The ...
  9. Chancery Court Applies Onerous ... Published: 2022-01-28 09:04:24
    ... due diligence, obtaining a fairness opinion as to the value of the target company, and potentially creating an independent special committee to review the proposed transaction. ...
  10. Other Responsibilities Published: 2016-07-14 16:01:00
    ... Fairness opinion fees generally are bifurcated so that the fee for the opinion is payable regardless of whether a transaction proceeds. Furthermore, if a board is aware that a ...
  11. Gibson Dunn: 2018 Year-End Securities Litigation Update Published: 2019-03-05 17:25:23
    ... July 2, 2018), reargument denied, 2018 WL 3468216 (D. Del. July 18, 2018). Because the board cited a fairness opinion in its decision to approve the merger, the court held that a ...
  12. Perkins Coie Published: 2025-01-19 12:03:49
    ... Court of Chancery determined that an outside director who possessed special expertise had no right to rely on a fairness opinion prepared by the company's financial advisors. ...
  13. IN THE UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF... Published: 2010-09-04 13:21:37
    ... Intervoice placed into issue any defense that would require the Court in fairness to allow Aflac to review the privileged opinions or other privileged communications related to the ...
  14. Correcting Corporate Benefit: Published: 2014-09-24 15:07:42
    ... See generally Blake Rohrbacher & John Mark Zeberkiewicz, Fair Summary: Delaware's Framework for Disclosing Fairness Opinions, 63 BUS. LAW. 881, 882 (2008); Lloyd L. Drury III, ...
  15. Investment Management Material Investment Management Developments... Published: 2022-05-05 10:37:38
    ... Adviser-Led Secondaries Rule Proposed Rule 211(h)(2)-2 would require private fund advisers to obtain a fairness opinion in connection with a secondary transaction which they ...
  16. 1313 North Market Street P Published: 2011-02-07 20:05:16
    ... plan fiduciary, participant or beneficiary with either: * advice, appraisals or fairness opinions concerning the value of investments; * recommendations as to the advisability of ...
  17. Director Liability Developments: Delaware Gets Dangerous? Published: 2004-10-29 10:32:32
    ... The court reasoned that while the other directors could argue that they relied on the fairness opinion of the independent financial advisor to the special committee, that argument ...
  18. KNOWLEDGE Published: 2022-01-19 11:37:53
    ... underscores the benefits of running an exploratory process to identify merger candidates, vetting the due diligence conducted by third-parties, and obtaining a fairness opinion. ...
  19. Section 3(a)(10) and "Topping Up": Q & A/ Discussion Forum Published: 2012-01-11 02:14:27
    ... There is certainly no consideration of fairness to other shareholders or other ... My second gut reaction is that your legal opinion should definitely not tie you down to a ...
  20. Microsoft Word - Oxera report 161007 _excised_.doc Published: 2008-01-18 00:20:13
    ... of financial information systems; - appraisal or valuation services, fairness opinions, or contribution-in-kind reports; - actuarial services; - internal audit ...
  21. Microsoft Word - 2-2 STEELE.doc Published: 2008-06-09 13:56:51
    ... financing, boards should be aware that there may be situations in which the incentives of stapled financing negate the value of a fairness opinion from the board's investment bank. ...
  22. Audit Committee Requirements and Independent Auditors Published: 2025-01-19 12:03:48
    ... of the audit client; financial information systems design and implementation; fairness opinion, appraisal or valuation services or contribution in-kind reports; actuarial ...
  23. Microsoft Word - 3P4C01!.DOC Published: 2003-07-10 21:50:50
    ... client's financial statements; * providing appraisal or valuation services, fairness opinions, or contribution-in-kind reports for an audit client, unless it is reasonable to ...
  24. Microsoft Word - 737839689_5.doc Published: 2020-08-11 15:12:57
    ... The former underwriter may not want, or the SPAC may not want the former underwriter, to render a fairness opinion with respect to the initial business combination because of the ...
  25. S&C Publication: SEC Adopts Rules Regulating SPACs and De-SPAC... Published: 2024-01-30 12:31:41
    ... outside reviewers of management projections, or anyone who provides a fairness opinion about the transaction." 28 3. Elimination of PSLRA Safe Harbor, Projections and ...
  26. Structure for SPACs: SEC Publishes Final Rules Published: 2024-02-16 15:40:38
    ... encouraging SPAC shareholders not to redeem and providing the basis for a fairness opinion (if applicable) and recommendation to shareholders that they approve the transaction. ...
  27. Microsoft Word - NY2-#669518-v1-Client_Alert_--_FINRA_Inaugurates... Published: 2010-02-25 19:01:02
    in order to enable FINRA to assess the fairness and reasonableness of proposed ... FINRA has delivered a no-objections opinion relating to the underwriting compensation. ...
  28. Your title goes here Published: 2014-11-19 14:05:42
    ... than 90 business days; o the offeror may amend the offer; o there is no required fairness opinion; PAGE 3 o there is a low to no premium threshold; and o material provisions of the ...
  29. CLIENT ALERT Delaware Supreme Court Preserves Published: 2015-05-26 15:32:07
    seeking only monetary relief, even in a situation where entire fairness review applies. ... that time, and should not be construed as legal advice or legal opinions on specifc facts. ...
  30. Alert Published: 2021-02-23 16:38:35
    ... In certain circumstances that are more ripe for conflicts, a SPAC board may want to consider whether to engage an independent financial advisor to provide a fairness opinion, which ...
  31. 1313 North Market Street P Published: 2016-11-04 15:39:30
    ... It is critical for the legal advisor to ensure that the scope of any fairness opinion to be provided by the financial advisor is appropriate in light of the special committee's ...
  32. Considering a SPAC Transaction? Keep ... Published: 2021-03-02 17:36:35
    ... plaintiffs generally focus on factors such as a failure to appoint a special committee to evaluate a proposed transaction or a lack of third party valuation or fairness opinion. ...
  33. Auditor Reporting COVID-19 Considerations Published: 2020-08-13 14:50:35
    ... An auditor may decline to express an opinion whenever he or she is unable to form or has not formed an opinion as to the fairness of presentation of the financial statements in ...
  34. By: Dean Kristy, Susan Muck and Jennifer Bretan Delaware Chancery... Published: 2015-09-04 17:12:39
    ... The Court also held that the board's receipt of a fairness opinion from a financial advisor that had co- managed the Company's initial public offering was appropriate (and that ...
  35. Microsoft Word - NY2-#660292-v2-Client_Alert_--_Section_3_a_... Published: 2009-06-08 22:05:10
    ... Merrill Lynch Capital Markets will not: (1) be named as a dealer manager of the Exchange Offer; (2) deliver a fairness opinion with respect to the Exchange Offer; or (3) ...
  36. securities reg law journal v46 #2 pam Published: 2018-09-17 18:56:57
    ... author a state- ment, such as an attorney opinion letter or an investment banker fairness opinion that is transmitted to investors."). 83 Janus, 564 U.S. at 142-43. 84 American Bar ...
  37. Microsoft Word - 120s001_.DOC Published: 2010-11-08 15:41:58
    ... decisions, (iii) specifically including the provision of appraisals and fairness opinions, (iv) making specific reference to advice and recommendations as to the ...
  38. A Delaware Limited Liability Partnership Published: 2016-04-05 14:03:36
    ... to ensure that the advice and analyses are understood, consider obtaining a fairness opinion or legal opinion, and remain in control of the committee process;  consider ...
  39. 715531_1.PDF Published: 2003-07-10 21:20:34
    ... systems design and implementation. * Appraisal or valuation services, fairness opinions or contribution-in-kind reports. * Actuarial services. * Internal audit ...
  40. SECAdoptsFinalRules-Auditors.qxd Published: 2003-07-10 22:21:02
    ... and make recommendations to management. 3. Appraisal or Valuation Services, Fairness Opinions, and Contribution-in-Kind Reports are pro- hibited unless it is reasonable to ...
  41. Directors' Responsibilities Published: 2014-10-21 20:16:50
    ... Furthermore, the board did not request or receive any legal advice or a fairness opinion, nor did it consider or reserve the right to solicit higher offers. In applying the ...
  42. SidleyPerspectives ON M&A AND CORPORATE GOVERNANCE Published: 2017-04-13 13:11:30
    ... An affiliate of the financial advisor that provided Consolidated's board with a fairness opinion had also committed to be part of a bank syndicate refinancing $935 million of ...
  43. TEMPLATE_NL Published: 2005-04-19 15:27:37
    ... In addition, counsel should be consulted as to whether any steps should be taken to "bless" the terms or the process (e.g., obtaining a fairness opinion from an independ- ent ...
  44. Delaware Court Reaffirms Revlon Duties and Fiduciary Published: 2013-07-15 18:40:03
    ... it was prepared at the request of the Board, it was not relied on for Goldman's fairness opinion and the valuation range was substantially similar to the valuation range of the ...
  45. Client Alert: Delaware Court Opens the Door to Private Dilution... Published: 2013-05-07 13:38:20
    ... received in meeting minutes; (3) obtaining an unbiased, third-party valuation of the company or, if practical, a written fairness opinion from an independent and reputable source. ...
  46. Member of the Firm Published: 2007-12-19 21:51:28
    ... Furthermore, California law will require a fairness opinion in connection with certain interested party transactions, so the parties should take particular care if a merger, ...
  47. Governance Insights 2020 Published: 2020-10-05 19:11:12
    ... Therefore, boards and special committees must determine whether one or more fairness opinions are required and, if so, the appropriate terms and financial arrangements for the ...
  48. d5a52268-ad83-49b0-a666-7c5b818ac2e7.pdf Published: 2009-02-17 16:54:28
    ... were grossly negligent. 367 Although the Delaware Supreme Court noted that "fairness opinions by independent investment bankers are [not] required as a matter of law," 368 in ...
  49. f94b06c2-7223-47d6-a608-3d23ae1dea87.pdf Published: 2009-03-18 00:09:24
    ... were grossly negligent. 398 Although the Delaware Supreme Court noted that "fairness opinions by independent investment bankers are [not] required as a matter of law," 399 in ...
  50. clearygottlieb.com Published: 2024-06-17 14:49:13
    ... to closely review disclosures to investors regarding adviser-led secondary transactions, as well as the process around pricing if fairness or valuation opinions are not obtained. ...
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