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FAIRNESS OPINION

The Mentor Group

Value based upon methods which are widely accepted within the specific market segment. Liquidation analysis may include the breakup value of the company in realizing the going-concern values of the various business segments, or the sale of the underlying assets of the company.

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BUSINESS VALUE vs. UNDERLYING ASSETS

The Mentor Group

Each of the fixed and IP assets should be appraised at fair market value. Any remaining value over and above these asset values is the residual or goodwill of the enterprise. An asset sale – similar to the above, where the buyer can assign market value to each asset for future depreciation.

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Focus on New Jersey Appraisal

Appraisal Rights

Mirroring Delaware law, New Jersey law includes a market-out exception for mergers, denying shareholders appraisal rights if the shares are listed on a national exchange or held by 1,000 or more shareholders. 17, 2010), the Appellate Division dealt with the proper valuation of fair market value rather than appraisal rights in general.

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How a New Regulatory Framework Could Contain Bank Runs and Promote Recovery

Reynolds Holding

Redemption fees similar to the new rules the SEC recently adopted for prime money-market funds would be directly triggered by high daily outflows of uninsured deposits so as to act as automatic stabilizers. Both measures represent a form of preventive, partial bail-in to preserve going-concern value for solvent intermediaries.

Banking 59
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Deal Structures: Legalities to Negotiate When Selling a Business

Viking Mergers

The IRS references seven designated asset classes on Form 8594 : Cash & Cash-like Assets Securities Accounts Receivable Inventory Other Tangible Property (Personal Property & Real Estate) Covenants Not to Compete & Other Intangible Property Goodwill & Going Concern Value.

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STOCK vs. ASSET - ALLOCATION OF PURCHASE PRICE

The Mentor Group

Buyer must determine market value of each tangible and intangible asset acquired. Particularly important may be the value assigned to identifiable intangible assets (not goodwill) which were not on the Seller’s balance sheet. 6) section 197 intangibles (7) goodwill and going concern value.

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Skadden Discusses De-SPACed Companies Seeking Chapter 11 Protection

Reynolds Holding

The contraction of the market for special purpose acquisition companies (SPACs) and the recent challenges de-SPACed companies have encountered have attracted considerable press attention. An unprecedented 34% of all 2021 going-public transactions took the form of de-SPAC mergers.