Fairness opinion provider rankings for 2019
The “Global Mergers & Acquisitions Review: Full Year 2019/Financial Advisors” from Refinitiv contains M&A statistics and also rankings for worldwide providers of fairness opinions.
ESOP defendants sue for indemnification to limit financial exposure
In the face of several key rulings against ESOP fiduciaries, ESOP defendants, concerned about incurring substantial financial obligations, have begun to pursue claims for indemnification and/or contribution against other defendants or third parties to limit their exposure, as a recent case illustrates.
By popular demand, Mergerstat Review analysis feature returns
Based on feedback from users, a supplement to the 2019 Mergerstat Review has been created that contains analysis originally featured in all editions prior to 2018.
Novel issue of law raised in ESOP case that pits trustee against appraiser
A fairly routine ESOP case that is being litigated in the 4th Circuit has raised a novel legal issue in this jurisdiction as to the financial liability of co-fiduciaries and nonfiduciaries, including the ESOP appraiser.
BVU News and Trends October 2019
A monthly roundup of key developments of interest to business valuation experts.
Fairness Opinions and Projections
Join the expert panel of Craig Jacobson, Richard Peil of GlassRatner, and Jeff Rothschild for this advanced instruction on fairness opinions in 2019. Learn both legal and financial aspects of fairness opinions, with a special focus on the role of projections used in the underlying valuation analysis, with special insight on the interaction between management and the opinion provider. The legal environment for fairness opinions, including descriptions of best practices, will also be considered.
New platform unlocks the world of M&A valuations
For the first time, direct access is available to documents that reveal the valuation analyses behind M&A transactions.
Acosta v. Reliance Trust Co.
In DOL’s overpayment case against company directors and ESOP trustee, court denies directors’ pretrial motion for dismissal of case, finding DOL advanced “plausible” case theories; court also finds ESOP defendants have no right to indemnification from estate of late owner/seller of company shares.
In ‘Overpriced ESOP Insider Transaction Case,’ Defendants’ Pretrial Motion for Indemnification Fails
In DOL’s overpayment case against company directors and ESOP trustee, court denies directors’ pretrial motion for dismissal of case, finding DOL advanced “plausible” case theories; court also finds ESOP defendants have no right to indemnification from estate of late owner/seller of company shares.
Remy v. Lubbock Nat’l Bank
In ESOP case, court finds ERISA provides for right to contribution among co-fiduciaries but finds trustee defendant has no right to contribution from nonfiduciary ESOP appraiser if trustee were found liable to ESOP for losses; court dismisses third-party complaint against ESOP appraiser.
Trustee’s Claim for Contribution Against ESOP Appraiser Collapses
In ESOP case, court finds ERISA provides for right to contribution among co-fiduciaries but finds trustee defendant has no right to contribution from nonfiduciary ESOP appraiser if trustee were found liable to ESOP for losses; court dismisses third-party complaint against ESOP appraiser.
Valuation Benchmarking Platform
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Yukon Court Awards Premium in Fair Value Determination—A Comment on Carlock v. ExxonMobil Canada Holdings ULC
This case should resonate with all valuation experts involved in M&A work. The court labeled the fairness opinion as “inadequate,” emphasizing that the financial advisor was entitled to a “success fee.” The court also pointed to the lack of disclosure of the analysis underlying the advisor’s conclusion.
Global BVU News and Trends March 2019
Business valuation news from a global perspective.
BVU News and Trends March 2019
A monthly roundup of key developments of interest to business valuation experts.
Global BVU News and Trends February 2019
Business valuation news from a global perspective.
‘Oh, What a Tangled Web We Weave’: Recent Developments in Delaware on Investment Bank Liability for M&A Services
Anyone who provides fairness opinions or other advice on company acquisitions or restructuring can be exposed to liability.
Fairness opinion provider rankings for 2018
The “Thomson Reuters Mergers & Acquisitions Review – Full Year 2018” contains M&A statistics and also rankings for worldwide providers of fairness opinions.
Global BV News: Stunning crackdown on fairness opinions
In an effort to protect small investors, the Philippine Stock Exchange Inc. (PSE) plans to impose stricter guidelines on the selection of fairness valuation providers for companies in need of valuation reports.
BVU News and Trends January 2019
A monthly roundup of key developments of interest to business valuation experts.
Global BV News: European fairness opinions grow in importance
Fairness opinions are increasingly used in complex multijurisdictional transactions, according to a report from Houlihan Lokey.
New study of M&A deals spotlights fairness opinions
A study of about 2,000 M&A deals from 2006 to 2016 suggests that acquirers should pay closer attention to the fairness opinions third-party analysts provide.
Stale Fairness Opinions in Related Party Transactions Should Be Updated
It is common practice for proxy statements to contain fairness opinions that are dated weeks (or months) prior to the mailing date. Typically, they are not reviewed in the interim, which can be a problem.
Mesirov v. Enbridge Energy Co.
In dispute over related-party transaction, court upholds aiding and abetting claim against financial advisor; plaintiffs produced enough facts to show fairness opinion ignored most relevant precedent transaction and other valuation metrics indicating the buyer was overpaying for contested asset.
Fairness Opinion Triggers Viable Aiding and Abetting Claim Against Financial Advisor
In dispute over related-party transaction, court upholds aiding and abetting claim against financial advisor; plaintiffs produced enough facts to show fairness opinion ignored most relevant precedent transaction and other valuation metrics indicating the buyer was overpaying for contested asset.
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