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Results from: TheCorporateCounsel.net
  1. Same Day Clearance Option from FINRA for Shelf Offerings Begins... Published: 2010-03-02 20:09:37
    underwriting terms to determine their fairness and reasonableness, principally through ... a "no-objections" opinion relating to the underwriting terms and other arrangements. ...
  2. New York Washington, D.C. Los Angeles Palo Alto... Published: 2017-03-27 16:36:01
    ... terms were fully baked" by the time the financial advisor was hired to render a fairness opinion. 13 Thus, under the facts as alleged in the Complaint, the Court found an ...
  3. New York Washington, D.C. Los Angeles Palo Alto... Published: 2016-05-25 18:51:57
    evaluating the fairness of financial statements in an age of complex, globalized corporate operations. The reproposed standard would retain the "pass/fail" opinion of the existing ...
  4. Court Decisions Breathe New Life into Lawsuits over Directors... Published: 2025-01-19 12:04:34
    ... The decision has produced a variety of opinions from commentators, ranging from cautious ... and would instead review the awards under the entire fairness standard of review. ...
  5. Federal Securities Law Compliance (CC July-Aug 2019) Published: 2025-01-19 12:04:19
    ... alternatives, reasons and effects, the fairness of the transaction, whether it was ... disclosure regarding any oral or written opinions or appraisals received in connection ...
  6. Governance Insights Center ACES (Audit Committee Excellence Series... Published: 2018-08-08 10:51:52
    ... information systems design and implementation * Appraisal or valuation services, fairness opinions or contribution-in-kind reports * Actuarial services * Internal audit outsourcing ...
  7. 28340_031_BMK.ps Published: 2010-06-28 17:25:43
    ... systems design and implementation; Š appraisal or valuation services, fairness opinions or contribution-in-kind reports; Š actuarial services; Š internal audit ...
  8. A Delaware Limited Liability Partnership Published: 2016-02-09 16:52:27
    ... The defendants agreed to supplemental disclosure that provided further details about the financial analysis performed by the company's bankers in arriving at their fairness opinion ...
  9. Tools You Can Use - Helping the Audit Committee Manage its Relationshi... Published: 2013-07-02 14:15:36
    ... systems design and implementation, * Appraisal or valuation services, fairness opinions or con- tribution-in-kind reports, * Actuarial services, * Internal audit ...
  10. TheCorporateCounsel.net Published: 2023-11-04 21:47:19
    ... The prospectus/proxy statement requires extensive disclosure on the background of the transaction, any investment banker's fairness opinion and a comparison of the rights of ...
  11. © 2024 Bryan Cave Leighton Paisner... Published: 2024-02-01 15:03:01
    ... If the SPAC or the target company makes projections, including in a third-party fairness opinion, disclosure is required on whether they reflect the views of the board or ...
  12. SidleyPerspectives ON M&A AND CORPORATE GOVERNANCE Published: 2024-08-12 13:31:39
    ... each party in the same place economically, the parties will each likely want the fairness opinions they receive from their financial advisors to cover the full range of ...
  13. Microsoft PowerPoint - FINRA-R5.ppt [Compatibility Mode] Published: 2010-10-26 12:34:56
    ... in a savings and loan conversion or a bank offering or the preparation of a fairness opinion pursuant to SEC Rule 13e-3. 5 FINRA Rule 5110 - General * Thus, a FINRA member ...
  14. Microsoft Word - PDFfile.doc Published: 2004-04-27 15:37:42
    ... Skadden 3 and to obtain an opinion from NASD staff as to the fairness of the terms and arrangements prior to the commencement of sales. The Corporate Financing Department ...
  15. Microsoft Word - Reference GuideCover Published: 2003-07-10 20:45:30
    ... Appraisal or valuation services, fairness opinions or contribution-in-kind reports: * The rules prohibit an accountant from providing any appraisal service, valuation service, or ...
  16. Microsoft Word - PDFfile.doc Published: 2004-04-23 12:33:32
    ... the parties and is based on objective facts." 3 and to obtain an opinion from NASD staff as to the fairness of the terms and arrangements prior to the commencement of sales. ...
  17. M&A/PE Quarterly CONTENT Published: 2022-04-27 10:44:53
    ... Practice Points  A controller should be mindful that obtaining a financial advisor's or expert's valuation or a fairness opinion, standing alone, may not render a conflicted ...
  18. Wilmington Update Published: 2009-05-08 21:38:21
    ... The parties negotiated in the interim while the financial advisor prepared a "fairness" opinion. The board again met and instructed management to try to negotiate better terms, ...
  19. Newly Proposed Amendments to the Delaware General Corporation... Published: 2025-02-19 14:20:32
    ... In effect, the New Legislation charts a path advocated before the Delaware Supreme Court's 2024 Match opinion which limits the application of "entire fairness" absent "MFW" ...
  20. 2015 Mid-Year Securities Litigation Update Published: 2015-07-15 13:29:47
    ... where the standard of review for such transactions is entire fairness. In Cornerstone, an opinion authored by Chief Justice Strine, the Supreme Court reversed two recent ...
  21. Microsoft Word - DP6Q01!.DOC Published: 2003-07-10 22:10:06
    ... With respect to the prohibitions on bookkeeping, financial information systems design and implemen- tation, appraisal, valuation, fairness opinions or con- tribution-in-kind ...
  22. PRIVATE MONITORING OF GATEKEEPERS: THE CASE OF IMMIGRATION ENFORCEMENT Published: 2008-09-08 02:35:33
    ... as potential gatekeepers). 93 Investment banks may serve a similar role as a screener of corporate disclosures, such as when providing fairness opinions on proposed transactions. ...
  23. Implications of Recent Delaware Court of Chancery Decisions on... Published: 2014-08-12 17:12:37
    ... of the committee to compliance with an obligation to obtain an opinion that analyzed fairness with a sufficient level of methodological rigor to satisfy a court after the fact)." ...
  24. SEC Approves Final SPAC Rules Insight V&E SEC Update Published: 2024-01-29 11:08:39
    ... The SEC also states that the final rules should avoid any misimpression that final Item 1606(a) creates a requirement or expectation that the SPAC obtain a fairness opinion in ...
  25. Quick Guide to REIT IPOs Published: 2015-11-16 09:45:36
    ... in the partnerships, including whether fairness opinions are being rendered, explanation of the allocation of the roll-up consideration, and pro forma financial information. ...
  26. Microsoft Word - DP6Q02!.DOC Published: 2013-07-02 14:20:14
    ... With respect to the prohibitions on bookkeeping, financial information systems design and implemen- tation, appraisal, valuation, fairness opinions or con- tribution-in-kind ...
  27. The Public Company Primer 2011 Edition Published: 2011-07-25 02:00:43
    ... design and implementation; 9 RR DONNELLEY Š appraisal or valuation services, fairness opinions or contribution-in-kind reports; Š actuarial services; Š internal audit ...
  28. clearygottlieb.com Published: 2021-08-25 13:38:00
    ... by obtaining a fairness opinion' on the terms of the acquisition; and o the SPAC's founders, sponsors and directors must be excluded from voting their shares on the acquisition. ...
  29. Alert Published: 2022-01-07 15:25:14
    ... regarding the SPAC board's process in evaluating the transaction and, if applicable, in the disclosure regarding the fairness opinion provider's analysis supporting its opinion. ...
  30. BlackRock Investment Stewardship Global Quarterly Stewardship... Published: 2020-05-26 16:42:55
    ... Both companies sought approval to conduct mergers without seeking or providing a fairness opinion with respect to the valuation of the transaction. In one case, a biotech company ...
  31. Microsoft Word - ~2581212.doc Published: 2008-06-11 10:36:15
    ... as through the retention of an investment banker to shop or value the assets, a fairness opinion or the solicitation of alternative bids.) The Bridgeport Holdings decision is an ...
  32. Microsoft Word - 2166912_1.DOC Published: 2006-01-03 18:08:12
    ... and corporate advisory services to parties requiring an expert's opinion on pricing, structure, fairness or solvency in connection with the following matters: mergers and ...
  33. 739133_007_BMK.PDF Published: 2014-08-07 23:35:15
    ... systems design and implementation; Š appraisal or valuation services, fairness opinions or contribution-in-kind reports; Š actuarial services; Š internal audit ...
  34. IN THIS ISSUE SidleyPerspectives ON M&A AND CORPORATE GOVERNANCE Published: 2016-12-06 16:38:03
    ... compromised the independence of the special committee by sitting in on a fairness opinion presentation provided to the special committee� The applicable director had been ...
  35. WilmerHale 2021 M&A Report Published: 2021-04-27 14:39:52
    ... The board of a public target almost always obtains a fairness opinion from an investment banking firm and, depending on the circumstances, the board of the acquirer may choose to ...
  36. EDPB Annual Report 2019 Published: 2020-05-20 14:15:38
    ... SAs may take this into consideration when applying the GDPR (e.g. when assessing compliance with the lawfulness or fairness principles). 5.2.4. Opinion on the competence of a ...
  37. MEMORANDUM OPINION. Signed by Judge Sue L. Robinson on 9/29/2016... Published: 2016-10-10 14:19:30
    ... its analysis of a potential acquisition of BSI and to provide the Board with a fairness opinion related to the proposed transaction. (D. I. 1 at 1f 82) Stifel based its analyses ...
  38. A Delaware Limited Liability Partnership Published: 2017-02-01 14:09:14
    ... 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. SUBSCRIBE PETER K.M. CHAN PARTNER Chicago AMY ... Published: 2015-09-28 21:47:10
    The proposed changes should be evaluated alongside the Commission's two recent opinions ... (ALJs) are appointed as well as the fairness to respondents of the SEC's ...
  40. What SPAC Sponsors, Directors and Officers Can Do to Mitigate Published: 2021-03-17 18:22:51
    ... Given the redemption feature in SPACs, however, fairness opinions have been less common in de-SPAC transactions, which generally do not trigger the disclosure requirements of Item ...
  41. Microsoft PowerPoint - 2018 HY Draft 05.16.2018.pptx Published: 2018-05-24 10:10:58
    ... Covenant Suspension / Fall Away Collateral Events of Default Call Protection 2013 2014 2015 2016 2017 111 Fairness Opinion Requirement % of Deals with Fairness Opinion Requirement ...
  42. CONSIDERATIONS BEFORE INVESTING ... Published: 2021-04-15 17:55:49
    ... has failed to pass, according to ISS data. 22 Investors accustomed to voting on an M&A deal typically expect to see that boards obtained at least one fairness opinion, if not more. ...
  43. Title of Document Published: 2011-12-26 11:16:14
    ... benefits;  Anticipated use of funds;  Value received for the asset;  Fairness opinion;  How the deal was negotiated;  Conflicts of interest.  ...
  44. United States Summary Proxy Voting Guidelines 2016 Benchmark... Published: 2022-01-05 10:17:27
    ... financial and operating benefits; › Anticipated use of funds; › Value received for the asset; › Fairness opinion; › How the deal was negotiated; › Conflicts of interest. ...
  45. Title of Document Published: 2010-01-05 18:18:27
    ... Asset Purchases Vote CASE-BY-CASE on asset purchase proposals, considering the following factors: Purchase price; Fairness opinion; Financial and strategic benefits; How the deal ...
  46. SidleyPerspectives ON M&A AND CORPORATE GOVERNANCE Published: 2022-07-01 11:50:59
    ... Company's financial advisors relied on these lower projections to deliver their fairness opinions at the January 2018 meeting when the board voted to approve the merger ...
  47. Restrictive Covenants in Stock Award Agreements: Important Lessons... Published: 2025-01-19 12:04:33
    ... remedies because they believed them to be contrary to their company culture (of fairness). ... The first sentence of the Court's opinion states flatly that "Agreements may, of course, ...
  48. 08.4374.indd Published: 2008-04-10 11:54:56
    ... Thus, boards often involve outside experts such as compensation consultants for executive compensation decisions or investment bankers for second fairness opinions. A board often ...
  49. 030206_author_independence.qxd Published: 2003-07-10 21:16:54
    ... systems design and implementation; 3. Appraisal or valuation services, fairness opinions or contribution-in-kind reports; 4. Actuarial services; 5. Internal audit ...
  50. Securities Litigation Newsletter Published: 2007-05-21 10:12:36
    ... Finally, in cash-out transactions, management projections used by the financial advisors for purposes of providing the fairness opinion should be disclosed in the proxy statement, ...
Total results found: 1,459
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