SEC Approves New FINRA Standards for Fairness Options


Effective December 8, 2007, the Securities and Exchange Commission approved a proposal from the Financial Industry Regulatory Authority (FINRA), the successor body to the National Association of Securities Dealers, to introduce new disclosure and procedural requirements for fairness opinions issued by member firms of FINRA.

Fairness opinions are frequently used in connection with change of control or other material corporate transactions to opine on the fairness, from a financial perspective, of the proceeds of the transaction. In its proposal, FINRA expressed concern that the existing disclosures contained in fairness opinions did not adequately alert shareholders to potential conflicts of interest between the member firm issuing the fairness opinion and other parties to the transaction.

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