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Searching Content indexed under Finance and Banking by Jeffrey Rothschild ordered by Published Date Descending.
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Who’s In Charge – Is The Board Responsible To Monitor Its Financial Advisor Or Vice Versa?
In the case of In re Rural Metro Corporation Stockholders Litigation, the Court of Chancery of the State of Delaware held that the primary financial advisor retained by Rural/Metro Corporation aided and abetted the board in breaching its fiduciary duty of care.
United States
22 Mar 2014
2
Financial Advisory Update (December 2013)
Novel theories by plaintiffs’ lawyers need to foster novel approaches by M&A lawyers.
United States
13 Dec 2013
3
Financial Advisor Conflicts Update
Recently, the Delaware Court of Chancery has examined financial advisor conflicts in the mergers and acquisitions context and emphasized in various opinions that although financial advisors play a valuable role, disclosure of potential conflicts is crucial.
United States
16 Apr 2012
4
"Sunshine Is The Best Disinfectant" : A Financial Advisory Update
Since December 2010, the Delaware Court of Chancery has been emphasizing the need for additional disclosures relating to financial advisors in merger and acquisition transactions.
United States
19 Apr 2011
5
Proposed DOL Regulation Would Impose Fiduciary Status On Valuation Firms: Regulation Comment Period Closes January 20, 2011
The U.S. Department of Labor (DOL) recently issued a proposed regulation that would substantially expand the definition of ‘fiduciary’ under the Employee Retirement Income Security Act (ERISA).
United States
10 Jan 2011
6
Inside M&A - July/August 2009
As a country with a civil law tradition, the People's Republic of China has enacted its own written contract law that in large part adopted the UNIDROIT General Principles of International Commercial Contracts (an instrument reflecting the general principles of the international commercial contract law).
United States
1 Sep 2009
7
Inside M&A - March/April 2009
In the wake of the continuing credit crunch, the use of “reverse termination” or “reverse break-up” fees has expanded beyond the ranks of private equity buyers and been adopted by strategic acquirors.
United States
 
11 May 2009
8
Fairness Opinions In The SPAC Context
Fairness opinions issued in connection with SPAC transactions present several significant issues that financial advisors and their counsel should take into account when drafting fairness opinions.
United States
13 Mar 2009
9
Illinois Circuit Court Reinforces Seventh Circuit´s Limitation On Financial Advisors´ Liability Under Fairness Opinions
Three recent decisions, taken together, offer valuable guidance to financial advisors for avoiding liability when issuing financial opinions.
United States
16 Feb 2009
10
Inside M&A - November/December 2008
The financial markets crisis has brought renewed focus to Material Adverse Change (MAC), or Material Adverse Effect (MAE), clauses.
United States
 
5 Jan 2009
11
Fairness Opinions In The SPAC Context
Fairness opinions issued in connection with SPAC transactions present several significant issues that financial advisors and their counsel should take into account when drafting fairness opinions.
United States
17 Dec 2008
12
Impact Of Financial Markets Crisis On MAC Clauses
The current financial markets crisis has led to increased specificity of MAC clauses in merger agreements.
United States
26 Nov 2008
13
Hexion v. Huntsman: MAC-Out And Lessons In Satisfying Closing Conditions
The recent Hexion v. Huntsman decision by the Delaware Court of Chancery addresses several significant issues that companies and their counsel should take into account when drafting transaction agreements.
United States
23 Oct 2008
14
Drafting Material Adverse Change Clauses In Light Of Delaware Case Law
Merger and acquisition contracts typically give the buyer the right to pull out of the deal or renegotiate the terms in the event of an unforeseen material adverse business or economic change affecting the target company.
United States
16 Jan 2008
15
Entire Fairness and Fairness Opinions Applied to Multiple Classes of Equity
On December 21, 2005, Chancellor Chandler of the Delaware Court of Chancery issued an important opinion, In re Tele-Communications, Inc. Shareholders Litigation (No. 16470), of which members of special committees and their financial advisors should be aware.
United States
9 Feb 2006
16
The Return Of The Stock-For-Stock Cross-Border Merger?
The common perception is that after the Sarbanes-Oxley Act of 2002 it has become exceedingly difficult for foreign companies to list their securities in the United States.
United States
17 Aug 2005
17
Delaware Court Holds Directors With Specialized Expertise to a Higher Standard
A recent decision by the Delaware Court of Chancery found a director who was a former investment banker with experience in a particular industry held to a higher standard than non-expert directors in the context of mergers and acquisitions.
United States
28 Sep 2004
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