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Results from: TheCorporateCounsel.net
  1. A GUIDE TO THE EVOLUTION OF DIRECTORS AND OFFICERS INSURANCE Published: 2016-02-23 14:05:55
    ... directors from personal liability for breaches of duty of care. Additionally, fairness opinions, typically provided by investment banks, essentially became a legal requirement ...
  2. XPP-PDF Support Utility Published: 2006-05-03 10:02:40
    ... counsel's advice should also be sought in the selection of a professional firm sought to provide a valuation, fairness opinion or similar determination of financial/economic value. ...
  3. July 2019 Published: 2019-07-19 14:03:37
    ... Boards should approach independent third-party and supply chain assessments in the same way they approach seeking fairness opinions and financial statement auditing. They should ...
  4. Microsoft Word - US Congress Passes.doc Published: 2003-07-10 22:00:34
    ... systems design and implementation services; * appraisal or valuation services, fairness opinions or contribution-in-kind reports; 3 * actuarial services; * internal audit ...
  5. Kral Ussery LLC Published: 2022-08-03 12:13:21
    ... systems design and implementation; Appraisal or valuation services, fairness opinions, or contribution-in-kind reports; Actuarial services; or Internal audit outsourcing services. ...
  6. Avoiding Duty of Oversight and Fiduciary Duty Breach Claims Published: 2024-03-10 15:51:21
    ... input from the potentially conflicted parties; 2. where applicable, obtaining a fairness opinion on the transaction from an independent financial advisor; and 3. where applicable, ...
  7. SPAC Transaction Explosion Drives SEC Enforcement Focus | WilmerHale Published: 2021-04-02 16:40:45
    ... It is worth noting that it is uncommon for SPACs to receive fairness opinions on the valuations of the targets. In terms of prioritization, we expect the SEC Enforcement staff will ...
  8. Webcast Published: 2025-01-19 12:04:52
    ... And it dealt with an investment banker's opinion. To me, applying Virginia Bankshares, which concerned an investment banker's fairness opinion, to the write-down of goodwill and ...
  9. Hale and Dorr LLP Published: 2025-01-19 12:03:47
    ... appraisals, valuations, financial information systems design and implementation, investment advisor services, actuarial services, fairness opinions and human resource services. ...
  10. To the Point: SEC proposes new SPAC disclosures and expanded... Published: 2022-04-04 13:19:17
    ... for the statement) and whether it has received an outside report, opinion or appraisal relating to the fairness of the transaction and, if so, include or file it as an exhibit * ...
  11. Section 1 Published: 2013-03-25 11:58:22
    ... investment bank or financial advisor to provide a fairness opinion or company valuation; or (iii) hire outside counsel (or other professionals, as necessary) to advise the board. ...
  12. TITLE I S S G O V E R N A N C E C O M Published: 2021-12-30 10:20:03
    ... Asset Purchases General Recommendation: Vote case-by-case on asset purchase proposals, considering the following factors: ▪ Purchase price; ▪ Fairness opinion; ▪ Financial ...
  13. ATTORNEY ADVERTISING Published: 2022-04-03 22:50:07
    ... and (2) whether the SPAC has received any outside report, opinion or appraisal relating to the fairness of the transaction; * Deem the Target to be a co-registrant of any ...
  14. M&A Report- Feb 2004 Published: 2004-09-14 11:55:07
    ... On the other hand, the costs of a fairness opinion or of structuring, drafting and negotiating a merger agreement must always be capitalized. MERGERS & ACQUISITIONS REPORT 11 N E W ...
  15. Director Duties & Liabilities Published: 2025-02-18 09:22:35
    ... In fact, independent advice from competent advisors is critical in extraordinary transactions, such as mergers and acquisitions, where boards routinely receive fairness opinions ...
  16. NY State Court DeCiSioN Published: 2008-12-31 10:55:54
    ... negotiation process and bargained hard; relied on expert advice; and received a fairness opinion from a fnancial advisor," even though "the corporation is operating under extreme ...
  17. DOC Published: 2008-05-07 11:17:30
    ... Why, in your opinion, have the major audit firms not embraced your view ofthis issue? Response to Question Three: First, in fairness, the point I raised in my testimony concerning ...
  18. I Published: 2010-11-05 12:24:13
    ... fairness and that it would be found lacking under such a review because it was not the result of a fair process and did not result in a fair price. This memorandum opinion ...
  19. 1940--FINAL Auditor Independence Newsletter.PDF Published: 2003-07-10 23:09:38
    ... or subsidiaries of an audit client. 9 C. Appraisal or Valuation Services or Fairness Opinions The final rule includes restrictions that apply when it is reasonably likely that ...
  20. Microsoft Word - SY Client Alert for Non-US Issuers.doc Published: 2003-07-10 22:04:32
    ... systems design and implementation services * appraisal or valuation services, fairness opinions, or contribution-in-kind reports * actuarial services * internal audit ...
  21. TITLE I S S G O V E R N A N C E C O M Published: 2021-12-30 10:17:09
    ... Asset Purchases General Recommendation: Vote case-by-case on asset purchase proposals, considering the following factors: ▪ Purchase price; ▪ Fairness opinion; ▪ Financial ...
  22. SARBANES-OXLEY APPLICABILITY Published: 2004-01-06 23:05:04
    ... information systems design and implementation; Appraisal or valuation services, fairness opinions and contribution in-kind reports; Actuarial services; Internal audit outsourcing ...
  23. 4/1/22, 4:31 PM New SEC proposal ... Published: 2022-04-01 16:32:12
    ... shareholders (which Peirce contended e ectively mandates obtaining a third-party fairness opinion), deeming target companies to be co-registrants at the de-SPAC stage, and ...
  24. W W W I S S G O V E R N A N C E C O M U N I T E D S T A T E Published: 2023-03-16 14:21:43
    ... ▪ Offer price/premium; ▪ Fairness opinion; ▪ How the deal was negotiated; ▪ Conflicts of interest; ▪ Other alternatives/offers considered; and ▪ Non-completion risk. ...
  25. TITLE I S S G O V E R N A N C E C O M Published: 2022-01-05 10:19:14
    ... of the offer - discount/premium in purchase price to investor, including any fairness opinion; termination penalties; exit strategy; ▪ Financial issues - company's financial ...
  26. Delaware Chancery Court Issues Highly-Anticipated SPAC-Related... Published: 2022-01-18 06:16:48
    ... third-party valuation reports or fairness opinions as to the value of the target business-may be helpful tools for reducing exposure in the context of de- SPAC deals going forward. ...
  27. Directors' Monetary Liability for Actions or Omissions Not in... Published: 2009-05-30 13:32:01
    ... However, this fairness opinion also utilized the financial information provided by the buyer. Plaintiff contended that because of the lack of reliability of the fairness opinion, ...
  28. Latin America Taps SPACs as New Source of Capital Published: 2022-04-04 17:18:25
    ... de-SPAC transaction and for the structure and timing of the de-SPAC transaction and any related financing transaction and whether a third-party fairness opinion was obtained. ...
  29. Model Audit Committee Pre-Approval Policy Published: 2003-07-10 22:37:36
    ... systems design and implementation § n Appraisal or valuation services, fairness opinions or contribution-in-kind reports § n Actuarial services § n Internal audit ...
  30. Audit and Non-Audit Services Pre-Approval Policy CACI International... Published: 2025-01-28 10:59:48
    ... systems design and implementation. q Appraisal or valuation services, fairness opinions, or contribution-in-kind reports. q Actuarial services. q Internal audit ...
  31. CFO Magazine Published: 2025-01-19 12:03:49
    ... did pay a financial adviser a fee for a fairness opinion.) More important, perhaps, is that forgoing investment-bank help gave Chleboski more control over who would buy the shares. ...
  32. W W W I S S G O V E R N A N C E C O M U N I T E D S T A T E Published: 2025-03-27 15:41:24
    ... and operating benefits; ▪ Anticipated use of funds; ▪ Value received for the asset; ▪ Fairness opinion; ▪ How the deal was negotiated; and ▪ Conflicts of interest. ...
  33. SPAC-Market-Report-Spring-2021 Published: 2021-04-23 14:54:47
    ... Information  Evaluating SPAC's Corporate Governance and Reporting  Fairness Opinions rendered to the Board of Directors of the SPAC on de-SPAC transactions SPAC ...
  34. Microsoft Word - Governance Issues in DCS Firms .docx Published: 2018-05-25 17:03:19
    ... The Magna board neither made a recommendation to shareholders nor provided them with a valuation or fairness opinion. 77 In response to the proposed arrangement, staff of the ...
  35. Inside Track with Broc: Suzanne Rothwell on NASD's New Approach... Published: 2025-01-19 12:03:41
    ... with the NASD about the underwriting arrangements and to obtain an opinion from NASD staff as to the fairness of the terms and arrangements prior to the commencement of sales. ...
  36. Protections for Independent Directors Strengthened by Delaware... Published: 2015-05-19 16:15:16
    Relying on the entire fairness standard of review, the Chancery Court denied the motions, and the Delaware Supreme Court granted interlocutory appeals. Opinion. The Delaware ...
  37. The Corporate Counsel Published: 2023-11-04 21:47:20
    ... Most of the new rules relating to non-audit services become effective on February 5, 2001. However, the restrictions on appraisal or valuation services and fairness opinions and ...
  38. US Briefing_Sarbanes Oxley Act Published: 2003-07-10 21:36:56
    ... bookkeeping; financial information systems design; valuation services and fairness opinions; actuarial services; internal audit outsourcing; management or human resources ...
  39. High-Yield Bonds An Issuer's Guide (Asia Edition) Published: 2017-02-16 18:00:03
    ... If the transaction value exceeds a higher threshold amount, the issuer obtains a fairness opinion from an independent investment bank, accounting or appraisal firm (although ...
  40. Microsoft Word - 00- Preliminary Pages.docx Published: 2013-08-02 14:46:00
    ... their determination not to consult with their investment banker or to obtain a fairness opinion."). 80 FSU BUSINESS REVIEW [Vol. 11 shareholders. 8 Before the decision involving ...
  41. AUTHORS Eric R. Smith Mario A. Richards RELATED... Published: 2018-05-22 20:30:36
    ... in the preparation of offering materials on behalf of an issuer; 5. providing fairness opinions, valuation services, expert testimony, litigation support, and negotiation and ...
  42. United States Attorneys (the Thompson Memorandum) Published: 2006-09-30 17:47:18
    ... In a lengthy and thoughtful opinion, Judge Kaplan found that this coercion infringed upon the KPMG Defendants' right to fairness throughout the criminal process as guaranteed by the ...
  43. Layout 1 Published: 2009-09-01 15:28:30
    ... Special Committee; Fairness Opinion If your financing could be considered an interested-director transaction, your board should consider whether it would be beneficial to empower a ...
  44. SPAC ATTACK - The SEC's Proposed New Regulations ALERT Published: 2022-04-04 13:29:48
    ... factor. [4] If a SPAC or its sponsor receives a third-party report, opinion or appraisal regarding the fairness of a proposed de-SPAC or related financing transaction, it must ...
  45. The Rise of Crypto SPACs Published: 2022-05-05 10:24:58
    ... any related financing) is fair to unaffiliated security holders of the SPAC, which will likely lead to a practical need to obtain a fairness opinion from a third-party advisor. ...
  46. IN THIS ISSUE SidleyPerspectives ON M&A AND CORPORATE GOVERNANCE Published: 2016-10-05 11:58:43
    ... by Director of the SEC's Enforcement Division: "Accurate disclosures about financial advisers' fairness opinions are important to shareholders in the sale of a corporation... ...
  47. TITLE I S S G O V E R N A N C E C O M Published: 2025-04-02 13:47:01
    ... financial and operating benefits; ▪ Anticipated use of funds; ▪ Value received for the asset; ▪ Fairness opinion; ▪ How the deal was negotiated; ▪ Conflicts of interest. ...
  48. TITLE I S S G O V E R N A N C E C O M Published: 2025-04-02 12:23:10
    ... Asset Purchases Sustainability Policy Recommendation: Vote case-by-case on asset purchase proposals, considering the following factors: ▪ Purchase price; ▪ Fairness opinion; ...
  49. How cyber governance and disclosures are closing the gaps in... Published: 2022-10-25 14:32:34
    ... the board on cyber matters may become a growing practice, as boards already avail themselves of similar expertise on matters such as executive compensation and fairness opinions. ...
  50. Microsoft Word - Client Alert -- Debt Repurchases and Tenders... Published: 2009-03-06 13:21:01
    ... regarding the exchange offer, 27 though an investment bank may provide a fairness opinion in connection with an exchange provided it is not acting as a dealer manager and ...
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