Fairness & Solvency Opinions Shouldn't Be Overlooked Amid Restructuring Wave
Episode 1: Chris Mercer Interview on Marketability Discount: Part 1
Episode 11: Mediating Business Valuation Disputes: Conversation with Arthur Rosenbloom
Welcome to this 14th annual edition of Summer Shorts. This year’s edition features brief commentary on three recent decisions by New York courts in business divorce cases. The featured cases involve a suit pitting three...more
About 40 years ago, a son and his mother first teamed up to invest in purchasing and managing over a dozen buildings in New York through 4 co-owned entities, each owned on a 50/50 basis. Fast forward several decades and the...more
What Happened? The lender and consumers reached a settlement in an appraisal bias case, Nathan Connolly and Shani Mott v. Shane Lanham, 20/20 Valuations, LLC, and loanDepot.com, LLC, filed in Maryland District Court, that...more
In a speech marking less than three months until the first Consumer Duty implementation deadline, the FCA has warned that firms can expect swift action if they ignore the Duty or pose the most harm to consumers. As part of...more
On February 7, 2023, the Securities and Exchange Commission’s (SEC) Division of Examinations (EXAMs) announced its 2023 Examination Priorities (the “Priorities”), which highlight areas it expects to target in 2023...more
The US Securities and Exchange Commission (SEC) Division of Examinations recently released its 2023 Examinations Priorities, a yearly report that provides insight into the Division’s areas of focus to improve compliance,...more
The SEC’s Division of Examinations last week announced its 2023 “examination priorities.” The division’s annual announcement of priorities provides valuable insight into the categories of registrants most likely to be the...more
In a welcome change in approach to financial market regulation, the United Kingdom’s Financial Conduct Authority (FCA) is requiring market participants to deliver good outcomes for consumers. On July 27, 2022, the FCA...more
The mortgage bond indenture (herein called a “Mortgage”) under which many electric and gas utility companies in the United States issue debt securities (herein generically called “bonds”) may be one of the most unloved...more
Several prior LLC Jungle posts have explored the statutory buyout procedures established by California Corporations Code section 17703.03 and related statutes: a botched buyout - “fair value” vs. “fair market value” - ...more
The fair value and fair market value appraisal standards applicable in contested buyout and dissenting shareholder valuations cut across state lines, which is one of the main reasons I occasionally highlight significant court...more
They say that no good deed goes unpunished. This can certainly be the case if you decide to join the Board of Directors or Board of Advisors of an emerging company. You’ve achieved a lot in your career and you want to...more
This program will discuss the key components of a fair servicing compliance program, and practical considerations for implementation. In particular, the discussion will focus on the fair and consistent treatment of borrowers...more
Please join Alston & Bird's consumer finance attorneys and an economist from Charles River Associates as they discuss new legal and practical approaches to fair lending, fair valuations, and fair servicing. This program will...more
In 2017, British American Tobacco (BAT) purchased a North Carolina-based tobacco company, Reynolds American Inc., for $49 billion. The deal allowed BAT to acquire the 57.8% of Reynolds it didn’t already own and brought many...more
The books and records proceeding often is the first time that a dispute between a minority shareholder and the majority enters the courtroom. Suspicious of misconduct or mismanagement, the minority shareholder demands to...more
The IRS is vigorously litigating cases involving conservation easements they believe are abusive. One such case was Plateau Holdings, LLC v. Comm’r, T.C. Memo 2020-93 (Plateau I). In that case the Tax Court denied the entire...more
Manti Holdings, LLC, et al. v. Authentix Acquisition Co., Inc., No. 354, 2020 (Del. Sept. 13, 2021) - This decision arose out of the acquisition of Authentix Acquisition Company, Inc. and a subsequent appraisal proceeding...more
In this Issue. The federal bank regulatory agencies announced that the temporary change to the supplementary leverage ratio for depository institutions will expire as scheduled on March 31, 2021; the Small Business...more
On December 3, 2020, the U.S. Securities and Exchange Commission (the “SEC”) voted to adopt new Rule 2a-5 (the “Fair Value Rule”) under the Investment Company Act of 1940 (the “1940 Act”), which addresses the valuation...more
On December 3, 2020, the Securities and Exchange Commission (SEC) adopted new rule 2a-5 ("Rule 2a-5") under the Investment Company Act of 1940, as amended ("1940 Act") addressing valuation practices and the board of...more
On Dec. 3, the Securities and Exchange Commission (SEC) adopted a new rule (Rule 2a-5) under the Investment Company Act of 1940 (the 1940 Act) that establishes an updated regulatory framework for fund valuation oversight...more
Reversing the trial court, the Delaware Supreme Court has held that an appraisal proceeding does not constitute a “Securities Claim” under a D&O policy. In re Solera Insurance Coverage Appeals, Nos. 413,2019 and 418,2019...more
James Hanson, Managing Director with Opportune Partners LLC, discusses why fairness and solvency opinions are necessary in oil and gas transactions, especially as bankruptcies and restructuring events mount in today's...more
SEC Comments Relating to Grants of Cheap Stock - The staff of the Securities and Exchange Commission’s (the “SEC”) Division of Corporation Finance issues comment letters relating to registration statements and periodic...more