Fairness & Solvency Opinions Shouldn't Be Overlooked Amid Restructuring Wave
Before trying to decide if it makes sense to get a second opinion on a fairness opinion, it’s necessary to understand why fairness opinions started and how they have evolved over the years. Fairness opinions are closely tied...more
In a climate where there are so many unknown factors challenging valuation methodologies, we explore a number of mechanisms that European dealmakers may consider during the Coronavirus (COVID-19) pandemic in order to bridge...more
A recent decision by the Delaware Supreme Court emphasizes the importance of fully disclosing material director and officer conflicts of interest in connection with proposed M&A transactions. Indeed, as the Court’s ruling...more
Boards of directors and management teams are under more scrutiny than ever. With activists’ and plaintiffs’ attorneys taking a more prominent role in the corporate world, challenges to transactions are becoming the norm....more
Japan's Ministry of Economy, Trade and Industry completely revised the 2007 MBO guidelines on June 28, 2019. The new guidelines, now termed "Fair M&A Guidelines," include within their scope acquisitions by controlling...more
In late 2017, the Delaware Court of Chancery issued an important decision rejecting a post-closing challenge to the sale of a venture capital-backed public company. The decision, van der Fluit v. Yates,1 by Vice Chancellor...more
This Glossary contains many of the important terms and definitions used in the M&A world. The Glossary is not exhaustive, however. Like most areas of the law, M&A is a highly complex subject that involves several legal and...more