Law 360 M&A

MARCH 17, 2023

A recent American Bar Association opinion provides key guidance on interpreting ABA Model Rule 8.5's s notoriously complex choice-of-law analysis — and should help lawyers authorized to practice in multiple jurisdictions determine which jurisdiction's ethics rules govern their conduct, say attorneys at HWG.

75

75

Law 360 M&A

APRIL 28, 2022

Following the American Bar Association's recent opinion on the limitations on client solicitation, attorneys at Harris Wiltshire examine the principal rules that govern a lawyer's ethical duties with respect to solicitation, explain how those rules vary by jurisdiction, and provide some practical tips for ensuring compliance.

Compliance 75

Compliance 75

The Mentor Group

JULY 1, 2022

In prior years, fairness opinions were primarily applicable for publicly held companies. Today, private transactions involving disparate and potentially conflicted parties are often accompanied by fairness opinions directed to the conceding shareholders. public shareholders or non-controlling shareholders).

Discounted Cash Flow 52

Discounted Cash Flow Going Concern Value Mergers & Acquisitions Marketability 52

The Mentor Group

MARCH 1, 2023

A fairness opinion is a professional evaluation conducted by an independent third-party advisor to assess whether a proposed financial transaction or event is fair to all parties involved. Market Conditions: The fairness opinion may take into consideration market conditions and industry trends that may affect the transaction or event.

Marketability 52

Marketability 52

The Mentor Group

MAY 1, 2022

To preclude or mitigate the threat of potential litigation, a SPAC should retain an independent financial advisor to perform a fairness opinion. Though not required by law, the opinion by a reputable firm protects the board, management, and shareholders.

Marketability 40

Marketability 40

Norman Marks

DECEMBER 24, 2022

I recently debated with Richard Chambers (thank you to Jon Taber) the value of an audit opinion. You can find it here: [link] Please share your thoughts.

56

56

Exit Strategy

MARCH 17, 2023

In my transition from valuing venture-backed technology startups to valuing closely-held businesses with between $2 million to $50 million in revenue when I joined Exit Strategies Group four years ago, I noticed major differences in diligence, tools and approaches used in forming these opinions of value.

Technology 52

Technology Business Valuation 52

Private Funds CFO

APRIL 14, 2022

SEC could take fairness opinions from ‘nice to have’ to ‘must have’ for continuation funds.

52

52

The Mentor Group

JUNE 1, 2021

To preclude or mitigate the threat of potential litigation, a SPAC should retain an independent financial advisor to perform a fairness opinion. Though not required by law, the opinion by a reputable firm protects the board, management, and shareholders.

Marketability 40

Marketability 40

Auto Dealer Valuation Insights

AUGUST 12, 2022

For this week’s post, we republish a prior post on the subject of Fairness Opinions. A Fairness Opinion involves a comprehensive review of a transaction from a financial point of view and is typically provided by an independent financial advisor to the board of. It’s proven to be one of the most popular posts on the blog.

Mergers & Acquisitions 52

Mergers & Acquisitions 52

Exit Strategy

JUNE 8, 2023

As part of that discussion, I set the stage for three differences in how these types of businesses are valued, specifically differences […] The post A Difference of Opinions: Closely-Held vs. Venture-Backed Companies- Part 2 of 2 appeared first on Exit Strategies Group, Inc.

Technology 52

Technology Marketability Business Valuation 52

Law 360 M&A

SEPTEMBER 14, 2022

relied on legitimate legal opinions in 2018 when it bought back its interest in pipeline operator Boardwalk Pipeline Partners LP for $1.5 Loews Corp. billion, and a trial court's $689.8 million ruling that found otherwise should be overturned, the company told the Delaware Supreme Court on Wednesday.

40

40

Harvard Corporate Governance

FEBRUARY 21, 2024

2] The Court opened its opinion by asking: “Was the richest person in the world overpaid?” Opinion at 8. (go go back) 3 Opinion at 7. (go go back) 5 Opinion at 1. (go go back) 6 Opinion at 92. (go go back) 7 Opinion at 112. (go go back) 8 Opinion at 104. (go go back) 9 Opinion at 128. (go

Equity 217

Equity EBITDA Market Capitalization Marketability 217

Norman Marks

JANUARY 19, 2023

I have seen several articles and blog posts lamenting the apparent fact that internal audit teams are not spending a large percentage of their audit plan addressing ESG risks.

Compliance 69

Compliance 69

Private Funds CFO

APRIL 13, 2022

CEO Justin Johnson and senior managing director Chad Rucker of valuations and fairness opinion provider VRC take a look at the regulator’s aims for continuation funds.

Compliance 52

Compliance 52

Harvard Corporate Governance

MAY 7, 2023

Claims That SPAC Directors, Sponsors Breached Fiduciary Duties Survive Motions to Dismiss in Pair of Opinions In two opinions by Vice Chancellor Will, Delman v. In both opinions, the court evaluated the claims under the stringent entire fairness standard. For more on the Delman opinion, see here. GigAcquistions2, LLC. ,

227

227

John Jenkins

DECEMBER 21, 2022

In her concurring opinion, Justice Valihura focused on the Chancery Court’s approach to the […]

40

40

Business Wire M&A

FEBRUARY 16, 2023

DFAM’s latest letter highlights the lack of credible, impartial shareholder support for the transaction and concerns with forecasts used in the fairness opinions delivered Auctioneers (“RBA”, or the “Company”), today issued its second letter urging RBA shareholders to reject RBA’s ill-conceived merger with IAA Inc. (“IAA”).

52

52

John Jenkins

MAY 15, 2023

There’s already been plenty of news coverage of the decision in City of Coral Springs Policy Officers’ Pension Plan v. Dorsey, (Del. But, for us lawyers, what @chancery_daily pointed out on Twitter and, of course, the news articles don’t is that this was really a demand futility case. I don’t blame the reporters […]

40

40

National Law Review M&A

AUGUST 23, 2023

Yount Karen S. Lovitch Jurisdiction: All Federal Type of Law: Health Law & Managed Care Antitrust & Trade Regulation Administrative & Regulatory Mergers & Acquisitions

84

84

Appraisers Blog

APRIL 13, 2024

An appraisal is an opinion (among other things) of … Scope of Work The contract The neighborhood The site, including H & BU The improvements (condition, deficiencies, adverse conditions and conformity) The selection and adjustment of comparable sales The analysis of prior subject and comp sales Market Value indicated by the Sales Comparison (..)

Appraisal 78

Appraisal Comps Marketability 78

Harvard Corporate Governance

FEBRUARY 14, 2024

1] While these decisions, known collectively as SFFA , do not apply to a corporation’s employment decisions, language in the Court’s opinion has led many to speculate as to how the precedent could potentially be expanded to this context. Constitution and Title VI of the Civil Rights Act of 1964. [1]

217

217

Harvard Corporate Governance

FEBRUARY 26, 2023

The Supreme Court’s opinion serves as an important reminder of the broad contractual powers that parties have under the Delaware Revised Uniform Limited Partnership Act, including the right to impose expansive limits on the liability of controllers.

189

189

Harvard Corporate Governance

APRIL 10, 2024

February 23, 2024), may be appealed by the defendant, the opinion provides important guidance for corporate planners when crafting agreements pertaining to internal governance of a Delaware corporation. While the case, West Palm Beach Firefighters’ Pension Fund v. Moelis & Co. , 2023-0309-JTL (Del. more…)

191

191

National Law Review M&A

MARCH 8, 2022

Barnett Benjamin Strauss Jurisdiction: Delaware Type of Law: Litigation / Trial Practice Corporate & Business Organizations Mergers & Acquisitions

72

72

Harvard Corporate Governance

DECEMBER 6, 2023

Former Attorney General Bill Barr recently provided one of those reminders with his opinion column in the Wall Street Journal , titled Delaware Is Trying Hard To Drive Away Corporations. On those subjects, his opinion should carry weight. There are many legal topics where AG Barr has vast knowledge and experience.

128

128

Appraisers Blog

APRIL 12, 2024

In my opinion, this adjustment the FNMA model makes is pretty much, in my personal opinion, is the equivalent of red lining. CBG stands for Census Block Grid. It’s essentially a location adjustment based on the median values of homes in that CBG. Yet they don’t even realize it.

Appraisal 81

Appraisal 81

Appraisers Blog

APRIL 12, 2024

They said the word close is considered an opinion and instead I should use the actual distance to what is being referenced. In reply to Spencer Paul. Seek the truth.

Appraisal 80

Appraisal 80

Appraisers Blog

FEBRUARY 29, 2024

Russell give us a break, he spent too much time, calling up people and asking for their hearsay opinions on unverified data. Use the raw data you have and stop relying on unattributed opinions that are rarely based in fact, but based on peoples memories. That is not what we get paid to do.

72

72

Appraisers Blog

APRIL 19, 2024

We form conclusions through research and rigorous value analysis methodology pertaining to real property value in specific locations, which leads us to market value opinions. That’s my personal opinion of course. Appraisers are not biased. Price is not the same thing as value.

Appraisal 91

Appraisal Marketability 91

Appraisers Blog

MARCH 3, 2024

The latter is often hearsay, opinion and unsubstantiated. I’d hate to see that skew your primary data sending you down the road to – “Well, that is my professional opinion based on 37 years of experience!” Hey Todd, all I am saying is know the difference between primary and secondary data. ” 0

65

65

Harvard Corporate Governance

JULY 5, 2023

In a majority opinion authored by the Chief Justice, the Court sharply criticized the practice of “affirmative action” in higher education as inconsistent with the constitutional imperative of equality established in the Fourteenth Amendment’s Equal Protection Clause. Several amicus briefs, filed by major U.S.

Equity 260

Equity 260

Harvard Corporate Governance

FEBRUARY 1, 2023

In an initial opinion, the court denied defendants summary judgment and determined that the claims should be evaluated under the plaintiff-friendly fairness standard. Because of that liquidation preference, the VC investors received all the merger consideration while common shareholders received nothing. See In Re Trados Inc.

Start-ups 223

Start-ups Finance 223

Appraisers Blog

FEBRUARY 19, 2024

We are fighting a freight train of populous opinion and if something is USPAP compliant, then what is the problem? So while I agree with the AGs opinion, it is not what the law says as written.

Appraisal 95

Appraisal 95

Harvard Corporate Governance

JUNE 6, 2023

The court’s opinion has implications for sophisticated investors in venture capital and other private transactions involving Delaware corporations.

189

189

Harvard Corporate Governance

SEPTEMBER 15, 2023

Now, according to a first nonpartisan probe of investor opinion in the wake of the January 6, 2021 insurrection at the Capitol, some 90% of big institutional investors believe threats to democracy in the US are rising.

212

212

Appraisers Blog

MARCH 7, 2024

Many appraisers yet believe their opinions and judgements don’t need to be tangibly supported or replicable in their appraisal reports; that from a client and intended user perspective, is no longer acceptable. The marketplace/end users expect tangible support for added credibility to our opinions and work.

Appraisal 79

Appraisal Marketability 79