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Results from: TheCorporateCounsel.net
  1. Microsoft Word - McD 2021 Pre-Approval Policy Clean Version ... Published: 2023-03-31 10:56:50
    ... of financial statements filed with the SEC;  Appraisal or valuation services, fairness opinions and contribution-in-kind reports (the SEC continues to permit valuations for ...
  2. Inside Track with Broc: Mike Hermsen and Phil Niehoff on the... Published: 2025-01-19 12:03:41
    ... systems design and implementation; appraisal or valuation services, fairness opinions, or contribution-in-kind reports; actual services; or internal audit outsourcing services. ...
  3. SIA COMPLIANCE AND LEGAL DIVISION ANNUAL SEMINAR Published: 2007-03-27 16:35:10
    ... counterparty, acting as adviser on M&A transactions coupled with the issuance of fairness opinions, holding principal positions in debt or equity securities, having a director ...
  4. 1101 Published: 2003-07-10 22:02:00
    ... systems design and implementation; (3) appraisal or valuation services, fairness opinions, or contribu- tion-in-kind reports; (4) actuarial ser- vices; (5) internal audit ...
  5. Client Alert Published: 2008-04-21 11:10:51
    ... that was included in communications sent directly by the issuer; May provide a fairness opinion; and May have discussions or negotiations with legal and financial representatives ...
  6. U.S. Client Alert Template 1 Published: 2024-02-03 13:11:40
    ... with any fairness determination, including, if applicable, any related financing transaction. 7  Further, if the SPAC or its sponsor has received any report, opinion (other ...
  7. SidleyPerspectives ON M&A AND CORPORATE GOVERNANCE Published: 2022-04-05 17:06:29
    ... On March 11, 2020, the merger was approved by WinView's board of directors without having commissioned a fairness opinion or retained outside advisors to evaluate the treatment of ...
  8. NEWYORK_1114939_8.DOC Published: 2010-01-19 00:32:49
    ... under the Exchange Act and Item 1015 of Regulation M-A (disclosure relating to fairness opinions and the underlying analyses). 13 For example, this exemption will not apply (i) ...
  9. Alert Published: 2022-04-01 09:36:55
    ... to investors, and (2) whether it has received any outside report, opinion, or appraisal relating to the fairness of the transaction; A requirement that disclosure documents in ...
  10. untitled Published: 2006-05-11 09:25:25
    ... In the case of a non-testifying expert, whose opinion will not be presented in court, however, fairness does not require discovery. Indeed, fairness requires that each side fully ...
  11. THE DUTIES AND RESPONSIBILITIES OF A CORPORATE DIRECTOR IN A... Published: 2012-11-16 11:04:00
    ... their determination not to consult with their investment banker or to obtain a fairness opinion."). 9 Van Gorkom, supra note 3 at 888. 10 Letsou, supra note 7 at 644. © 2008-12 ...
  12. --No Title-- Published: 2025-01-19 12:03:46
    fairness of Ovitz’s employment terms, that process occurred outside the official proceedings of the committee and was not reflected in the minutes. The court noted in its opinion ...
  13. Microsoft Word - NY2-#657287-v1-FAQ_-_At_The_Market_Offerings... Published: 2021-01-27 19:30:38
    ... ind epend ence concerns and may arise in the following scenarios: The distribution agent is rendering a fairness opinion for the issuer in connection with another transaction. ...
  14. Delaware Supreme Court Addresses Breach of Fiduciary Duty Claims Published: 2009-02-25 00:33:48
    ... parts of the opinion, such as the application of the entire fairness doctrine to evaluate the rejection of a merger, should be limited to the unusual facts present in the case. ...
  15. EXTERNAL AUDITOR ASSESSMENT TOOL Association of Audit Committee... Published: 2015-06-02 17:15:19
    ... systems design and implementa- tion; * Appraisal or valuation services, fairness opinions, or contribution-in-kind reports; * Actuarial services; * Internal audit ...
  16. Accounting Horizons American Accounting Association Vol. Published: 2013-06-17 15:53:00
    ... In doing so, the Committee observed in the first paragraph that ''in most engagements undertaken for the purpose of expressing his independent expert opinion upon the fairness of ...
  17. Summary Published: 2022-01-04 16:28:20
    ... appropriate "to ensure the perception of fairness." In July 2021, the Fifth Circuit addressed the filter teams issue with its unpublished opinion in Harbor Healthcare Sys., L.P. v. ...
  18. Heading Style 1 Published: 2003-07-10 22:26:18
    ... systems design and implementation; (iii) appraisal or valuation services, fairness opinions, or contribution-in-kind reports; (iv) actuarial services; (v) internal audit ...
  19. ACH-Guides_Evaluating-Internal-External-Audit-Function_FINAL... Published: 2014-08-15 15:59:30
    ... information systems design and implementation * Appraisal or valuation services, fairness opinions, or contribution-in-kind reports * Actuarial services * Internal audit ...
  20. Layout 1 Published: 2006-11-03 14:55:03
    ... cases. In addition, fairness opinions may also be sought. Fairness opinions serve a number of critical functions in corporate transactions, particularly public market transactions. ...
  21. Webcast Published: 2025-01-19 12:04:51
    ... You don't have to get a fairness opinion if it's just an investor buying a huge piece. There are costs to rights offerings and costs to fairness opinions. I have never actually had ...
  22. Client Alert Capital Markets White & Case LLP Published: 2009-10-20 17:16:25
    ... opinions upon which investors rely (i.e., legal opinions, valuation opinions, fairness opinions and audit reports) and these opinions are subject to the Securities Act's ...
  23. Blank Published: 2005-01-10 15:59:59
    ... information systems design and implementation; appraisal or valuation services, fairness opinions and contribution-in-kind reports; actuarial services; internal audit outsourcing ...
  24. SARBANES-OXLEY APPLICABILITY Published: 2004-01-06 23:04:40
    ... information systems design and implementation; Appraisal or valuation services, fairness opinions and contribution in-kind reports; Actuarial services; Internal audit outsourcing ...
  25. 1244487.13 Published: 2004-01-26 15:16:58
    ... systems design/implementation; (iii) appraisal/valuations services ; (iv) fairness opinions; (v) actuarial services; (vi) internal audit outsourcing services; (vii) ...
  26. Summary Published: 2022-04-21 11:17:04
    ... unaffiliated security holders; disclosure on any outside report, opinion, or appraisal relating to the fairness of the transaction; information regarding SPAC sponsors; potential ...
  27. For more articles like this, please visit ey.com/us/boardmatters Published: 2023-09-05 14:40:31
    ... 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. ...
  28. Thirty Years Later - Why Companies ... Published: 2025-02-20 09:07:25
    ... In its 2014 Kahn v. M&F Worldwide Corporation opinion, the Supreme Court offered controlling stockholders a method to avoid entire fairness review of cash-out mergers. 28 That ...
  29. California Corporations Published: 2025-01-19 12:03:32
    ... Buchalter Nemer (7/10/07) "California to Decline Fairness hearings for Public Shell Reverse Mergers" - McDermott Will & Emery (3/27/06) Court Opinion: Friese v. Superior Court (Cal. ...
  30. Display this email in a print-friendly... Published: 2014-10-23 15:33:06
    ... (Opinion at 9.) Quadrant argued that where the corporation's controller was the sole beneficiary of a board decision, and a conflict of interest was present, the entire fairness ...
  31. International Arbitration Published: 2008-12-24 12:50:33
    ... is fair to the security holders, and the factors used to determine fairness. Any other reports, opinions, or projections related to the transaction should also be disclosed. ...
  32. REIT Update - Advance Preparation for Growing Threats Published: 2008-02-14 17:09:51
    ... Presentation: * Management - budgets, financial position, real values (off-balance sheet values), new products, general outlook, timing * Investment banker - opinion as to fairness ...
  33. I LATEST AS OF 03/23/2020 RAPID CRISIS RESPONSE COVID Published: 2020-03-27 13:08:40
    ... Receipt and review of this document shall be deemed agreement with and consideration for the foregoing. BCG does not provide fairness opinions or valuations of market transactions, ...
  34. Delaware Supreme Court Rules Independent Directors May Rely on... Published: 2015-05-19 16:05:00
    the Delaware Supreme Court, in an opinion authored by Chief Justice Strine, ... that is presumptively subject to entire fairness review (such as a squeeze-out merger by ...
  35. Fried Frank Inside Recent IRS Pronouncement Aims to Stem Tide... Published: 2015-02-25 15:33:23
    ... stood on both sides of a transaction, the more stringent entire fairness standard applied. ... In a now-famous footnote in the MFW opinion, the Supreme Court stated that any pleadings ...
  36. LW-02_05_03_SOX.PDF Published: 2003-07-10 21:31:04
    ... systems design and implementation; (3) appraisal or valuation services, fairness opinions, or contribution-in-kind reports; (4) actuarial services; (5) internal audit ...
  37. TITLE I S S B Published: 2024-10-30 09:22:58
    ... External Audit of Operations ISS employs a third-party auditor to independently assess its controls under the SSAE 18 process and provide an opinion on the fairness of the ...
  38. http://www.sec.gov/rules/sro/finra/2009/34-60113.pdf Published: 2009-06-16 20:42:51
    ... in a savings and loan conversion or a bank offering or the preparation of a fairness opinion pursuant to [Exchange Act] Rule 13e-3. 30 K. Definition of "Control" As noted ...
  39. Microsoft Word - L8PH03!.DOC Published: 2004-06-14 12:51:24
    by the NASD. The NASD will assess the fairness of underwriting terms and arrangements ... the NASD will withhold its "no objections" opinion until alternate arrangements are made. ...
  40. PE Report Fall 2009_Layout 1 Published: 2009-12-04 13:07:02
    ... Has there been active bidding in an auction process? Has an independent third-party provided a fairness opinion with respect to the transaction? Will the seller remain solvent ...
  41. Chancery Reaffirms Very High Bar ... Published: 2023-05-26 12:46:26
    ... Additional protection for a board or committee is afforded by the engagement of independent and experienced advisors and obtaining a fairness opinion. * This communication is for ...
  42. TITLE I S S G O V E R N A N C E C O M Published: 2022-12-07 10:37:00
    ... Asset Purchases General Recommendation: Vote case-by-case on asset purchase proposals, considering the following factors: ▪ Purchase price; ▪ Fairness opinion; ▪ Financial ...
  43. Renewal Time : TheCorporateCounsel.net Blog Published: 2008-12-11 06:50:03
    From Travis Laster: Opinions disapproving settlements are usually worth noting, since no ... claims that arguably invoked the entire fairness standard in return for an agreement that ...
  44. M&A/PE Quarterly CONTENT Published: 2021-12-09 18:17:04
    ... ed the solvency opinion and the other of which provided a fairness opinion), Second Circuit upheld the District Court's dismissal of con- structive fraudulent conveyance claims. ...
  45. 2017 2018 Policy Application Survey Results Summary Published: 2017-10-20 07:59:25
    ... An independent financial advisor shall be hired to provide a feasibility and fairness opinion regarding that pricing basis. In the 12 months since the implementation of the ...
  46. Great Expectations: The Peril of an Expectations Gap in Proxy... Published: 2014-08-22 12:49:00
    ... that measure the risk of financial institutions' portfolios, the advisory and fairness opinions issued by investment banks in the context of significant corporate transactions, ...
  47. http://www.finra.org/web/groups/rules_regs/documents/rule_filing... Published: 2007-09-12 14:58:08
    ... in a savings and loan conversion or a bank offering or the preparation of a fairness opinion pursuant to SEC Rule 13e-3. 11. Definition of "Control" As noted above, under the ...
  48. ONPOINT / A legal update from Dechert May 2015 Delaware Supreme... Published: 2015-05-18 01:29:22
    Court overturned two Chancery Court opinions and ruled that independent directors ... Historically the invocation of the entire fairness standard in an interested party ...
  49. NW0000407v15_WCC_Spring.indd Published: 2007-05-29 10:40:39
    ... More specifically, the Stein opinion held that the "Constitutional requirement of fairness in criminal proceedings not only prevents the prosecution from interfering actively with ...
  50. Audit Committee Guide - 2024 Published: 2024-04-22 14:35:41
    ... an audit of the financial statements.  Appraisal or valuation services, fairness opinions or contribution- in-kind reports, unless it is reasonable to conclude that the ...
Total results found: 1,459
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