FINANCIAL OPINIONS

Fairness Opinions Now Required
The Delaware Court of Chancery's decision in In re Pure Resources, Inc. Shareholders Litigation contains new guidance for a controlling stockholder's buy-out of minority stockholders in a Delaware corporation. Read full article

Lessons From An Inadequate Fairness Opinion
A well supported fairness opinion by a qualified independent investment bank or business valuation firm can provide substantial protection against a challenge on the fairness of a transaction. Conversely, a poorly supported fairness opinion may ultimately prove to be worthless against such an attack. Read full article

Identifying and Avoiding Cheap Stock Comments
In reviewing registration statements for initial public offerings, the SEC's staff routinely analyzes whether the registrant should have recorded compensation expense with respect to stock options, restricted stock and other equity-based awards granted to employees, directors and consultants during the months leading up to the offering.Read full article

Fairness Opinion Independence: Independence Issues
The Sarbanes-Oxley Act of 2002 affects corporate governance and financial disclosure. In November 2004, the National Association of Securities Dealers (''NASD'') issued a request to member firms for comments (Notice to Members 04-83) as to whether it should propose a rule that would address procedures, disclosure requirements and conflicts of interest when member firms provide fairness opinions Read full article

Fairness Guidelines and Issues
Use of Special Committees - Fairness Issues (PDF)

Fairness in Financial Transactions
Officers, directors and majority shareholders of a corporation owe a fiduciary responsibility to minority shareholders. When such fiduciaries participate, either through equity in or employment agreements, with a potential buyer, the transaction may very well be the subject of intense scrutiny under continually developing "fairness" standards. Read full article

Fairness Opinions: Uses and Issues
Fairness Opinions: Uses and Issues (PDF)

Use of Special Committees Increases
Download white paper (PDF)

MERGERS & ACQUISITIONS

Considerations When Planning a Merger or Sale
There are many factors that need to be taken into account when owners are planning the sale of their company. Unforeseen issues can often turn into deal breakers. Read full article

Things To Remember if You Consider Selling or Merging Your Company
Generating the highest price for your company requires a systematic approach to the selling process. Thorough preparation can ensure fair terms and a favorable price. Read full article

BANKRUPTCY

What Is Chapter 11 Bankruptcy
Chapter 11 of the Bankruptcy Code governs the process of reorganization under the bankruptcy laws of the United States. When a troubled business decides that it is unable to service its debt or pay its creditors, it can file (or be forced by its creditors to file) with a federal bankruptcy court for bankruptcy protection under either Chapter 7 (liquidation) or Chapter 11. Read full article

What Is Reclamation
Remedy Defined: Reclamation refers to the right of a creditor to reclaim property sold to the debtor immediately before the filing of a bankruptcy. Under certain circumstances, when a seller discovers, after it delivers goods to a buyer, that the buyer is insolvent, the seller can demand that the goods be returned to the seller. Read full article