News & Analysis as of

Fair Value Standard

Conyers

“Fair Value” In Appraisal Actions Under The Companies Act 1981 S 106(6)

Conyers on

On 4 February 2025, Martin J handed down judgment in Glendina Pty Limited & Ors v NKWE Platinum Ltd (2025) SC (Bda) 15 Civ. It is the first “fair value” appraisal claim on a merger or amalgamation under the Companies Act 1981...more

A&O Shearman

UK Financial Conduct Authority portfolio letter on strategy for mortgage intermediaries

A&O Shearman on

The U.K. Financial Conduct Authority has published a portfolio letter on its strategy for mortgage intermediaries setting out the areas of regulatory focus for the next two years. The FCA's overarching focus is on embedding...more

Latham & Watkins LLP

FCA Publishes Update on Cash Savings Work

Latham & Watkins LLP on

On 18 September 2024, the FCA provided an update on its work in the cash savings market. Following the FCA’s 2023 cash savings market review in light of concerns that higher interest rates were not being passed on effectively...more

Latham & Watkins LLP

FCA Publishes Further Consumer Duty Feedback

Latham & Watkins LLP on

The latest guidance from the regulator focuses on the price and value outcome. On 18 September 2024, the FCA published further feedback on the Consumer Duty, setting out good and poor practices in relation to the price...more

Goodwin

A ‘Somewhat Special Category’: Interpreting Articles of Association

Goodwin on

In Syspal Capital Limited v. Truman & Anor [2024] EWHC 1561 (ChD), the court had to determine the correct interpretation of a particular clause in a company’s articles of association (articles) that concerned deemed transfer...more

Sheppard Mullin Richter & Hampton LLP

Federal Regulators Finalize Rule Enacting Safeguards for AI-Driven Home Valuations

On June 24, the OCC, Federal Reserve Board, FDIC, NCUA, CFPB, and FHFA approved a final rule to implement the quality control standards mandated by the Dodd-Frank Act to address the use of artificial intelligence in...more

White & Case LLP

Information regarding the antidumping duty petition on Large Top Mount Combination Refrigerator-Freezers from Thailand

White & Case LLP on

The Petition - On May 30, 2024, Electrolux Consumer Products, Inc. ("Petitioner") filed an antidumping duty ("ADD") petition on imports of large top mount combination refrigerator-freezers ("LTMCRF") from the Kingdom of...more

WilmerHale

The Interplay: Key Decisions at the Intersection of Antitrust & Life Sciences - May 2024

WilmerHale on

Second Circuit Affirms “Pay for Delay” Dismissal:  On May 13, 2024, the Second Circuit affirmed dismissal of antitrust claims brought by wholesalers, retailers, and employee benefit funds that alleged they overpaid for the...more

J.S. Held

Reducing Bias in Business Valuation Engagements

J.S. Held on

“When the facts change, I change my mind. What do you do?” - Sir John Maynard Keynes - Our waking hours are bombarded with more information than can be absorbed. From 2009 to 2017, the amount of data that enters the human...more

Opportune LLP

Oil & Gas Valuation: 5 Questions to Ask When Stock Is Used As Consideration

Opportune LLP on

Over the last several years, an acquiring company’s stock has become a more commonly used currency in upstream oil & gas merger and acquisition transactions. This trend can be attributed to its benefits, such as providing...more

Latham & Watkins LLP

FCA Sets Out Latest Areas of Focus Under the Consumer Duty

Latham & Watkins LLP on

FCA finds firms have been working hard to embed the Duty, but there remains room for improvement. On 20 February 2024, the FCA published more information on the Consumer Duty, including a publication highlighting good...more

Farrell Fritz, P.C.

Direct to Beneficial: Change of Corporate Ownership Structure Yields No Right to Dissent and Seek Appraisal

Farrell Fritz, P.C. on

There are many paths to a fair value appraisal proceeding. A road less traveled begins at Section 910 of the Business Corporation Law (the “BCL”). ...more

DarrowEverett LLP

Buyouts of Closely Held Shares: All’s Fair Value in Love and War

DarrowEverett LLP on

In matters of corporate divorce, deadlock, majority oppression, or usurpation of corporate opportunities are all well-tread grounds for disputes between co-owners of closely held entities. These disputes often culminate in...more

Farrell Fritz, P.C.

Clash of Valuation Visions: Appraisal Proceeding Over Manhattan Eyeglass Shop Goes the Distance

Farrell Fritz, P.C. on

The authors of this blog have a special affinity for fair value appraisal proceedings.  The narrow hearings—where the sole issue before the court is the fair value of an owner’s interest in a business—require attorneys and...more

Foley & Lardner LLP

Financial Metrics in M&A Transactions: Evaluating Valuation Metrics, Pricing, and Potential Returns

Foley & Lardner LLP on

Mergers, acquisitions, and buyout transactions are complex endeavors requiring careful analysis and consideration of multiple financial inputs and outputs. Both the acquiring company and the target company will each need to...more

Farrell Fritz, P.C.

Fair Value Awards: A Matter of Interest

Farrell Fritz, P.C. on

Statutory fair value appraisal proceedings in New York come in two flavors. First, there’s the buy-out appraisal under Business Corporation Law § 1118 triggered by a minority shareholder’s petition for judicial dissolution....more

Vinson & Elkins LLP

SEC 2023 Examination Priorities

Vinson & Elkins LLP on

On February 7, 2023, the Securities and Exchange Commission’s Division of Examination (the “Division”) announced its 2023 examination priorities to “provide insights into its risk-based approach, including the areas it...more

Eversheds Sutherland (US) LLP

Texas Comptroller finally gets serious; proposes amendments to franchise tax sourcing in light of Sirius XM 

The Texas Comptroller of Public Accounts (the Comptroller) published proposed amendments to Texas’ franchise tax apportionment rule in the January 20 issue of the Texas Register, discarding the now-repudiated...more

Farrell Fritz, P.C.

LLC Forced Buy-Out Pits Fair Value Against Fair Market Value Against Power to Amend Operating Agreement

Farrell Fritz, P.C. on

Let’s see how good you are at predicting the outcome and its rationale in a recently decided case involving the following facts: The controller of a Delaware LLC has supermajority voting rights under the initial LLC...more

Dechert LLP

U.S. Treasury Implements Significant Changes to TIC SLT Form: Implications for Investment Managers

Dechert LLP on

Effective for reports as of November 2022 (i.e., those reports due in December 2022) and afterwards, the U.S. Department of Treasury (Treasury) has implemented important and significant changes to the reporting requirements...more

Seward & Kissel LLP

Withdrawal of SEC Staff Guidance and Letters Related to Fund Fair Valuation Rule and Adviser Marketing Rule

Seward & Kissel LLP on

The SEC staff recently announced the withdrawal or modification of certain staff guidance and no-action letters (“Staff Statements”) in connection with the compliance dates of Rule 2a-5 under the Investment Company of 1940...more

Seward & Kissel LLP

FASB Issues Accounting Guidance on Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions

Seward & Kissel LLP on

The Financial Accounting Standards Board (FASB) recently issued an Accounting Standards Update (Update) to (1) clarify guidance in Topic 820, Fair Value Measurement, on measuring the fair value of an equity security that is...more

Foley & Lardner LLP

Public Company Pay Versus Performance Rules May Affect Pay Practices

Foley & Lardner LLP on

On August 25, 2022, the Securities and Exchange Commission (SEC) adopted final pay-versus-performance disclosure rules for publicly traded companies. These rules will require three new disclosures in upcoming proxy and...more

Farrell Fritz, P.C.

Questions Abound in Parallel Cash-Out Merger Rescission / Fair Value Appraisal Lawsuits

Farrell Fritz, P.C. on

The topic of mergers between two business entities designed to involuntarily extinguish the equity interest of a minority owner in exchange for cash is one of our favorites on New York Business Divorce. Almost invariably...more

Smith Anderson

Breaking: North Carolina Supreme Court Confirms that Dissenting Shareholders Are Entitled to No More than Deal Price in First...

Smith Anderson on

In Reynolds American Inc. v. Third Motion Equities Master Fund Ltd., et al., 2021-NCSC-162 (Dec. 17, 2021), the Supreme Court of North Carolina unanimously affirmed the North Carolina Business Court’s 189-page decision...more

86 Results
 / 
View per page
Page: of 4

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide