M&A Fairness Opinions and Projections in Financial Disclosure Summaries
Disclosure of Management Projections and Financial Advisers' Potential Conflicts, Fair Summary Requirements, and More
Recording of a 90-minute premium CLE webinar with Q&A
This CLE course will provide M&A counsel with a review of fairness opinions and projections in financial disclosure summaries, including best practices regarding disclosure of management's projections and financial advisers' potential conflicts, the "fair summary" requirement for bankers' analyses, and the methods and data forming the basis of fairness opinions.
Outline
- Purpose of Fairness Opinion
- Director duties - business judgement rule
- Fairness opinion vs. valuation
- Methodologies and data
- Financial disclosure requirements
- Delaware case law
- Best practices
Benefits
The panel will review these and other notable questions:
- What are the different methodologies that can be employed in preparing fairness opinions?
- What disclosures should be included in fairness opinions?
- Once a fairness opinion is disclosed, what additional disclosure obligations may be triggered?
- What are the best practices in light of shareholder litigation cases regarding fair value?
Faculty
Helen Bowers
Associate Professor/Finance
University of Delaware
Ms. Bowers' research focuses on mergers and acquisitions, corporate governance, fairness opinions and the financial... | Read More
Ms. Bowers' research focuses on mergers and acquisitions, corporate governance, fairness opinions and the financial implications of Delaware corporate law. She has acted as an expert witness in Delaware Chancery Court on topics such as fair value for shareholders in mergers, valuation of financial assets and liabilities and fairness opinion for an initial public offering.
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John Ferro
Partner, Corporate Value Consulting
Grant Thornton
Mr. Ferro is a highly experienced financial advisor with more than 32 years of valuation, investment banking and... | Read More
Mr. Ferro is a highly experienced financial advisor with more than 32 years of valuation, investment banking and litigation consulting experience. He is currently the National Leader of Board Services and solutions and founder of The Grant Thornton Center for Shareholder Disputes and also leads Grant Thornton Financial Advisors LLC. Before joining Grant Thornton, Mr. Ferro founded the investment banking and fairness opinion practice at FTI Consulting. Prior to FTI, he was with a Big Six accounting firm for 18 years, serving most recently as a worldwide partner and the managing director in charge of the technology, media and communications corporate finance group in the United States, a practice he founded and developed.
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Keith Kushin
National Fairness Opinion Practice Leader
Grant Thornton
Mr. Kushin specializes in transaction opinions (fairness opinions, solvency opinions and debt opinions) and valuation... | Read More
Mr. Kushin specializes in transaction opinions (fairness opinions, solvency opinions and debt opinions) and valuation advisory services. He has over 16 years of experience as a corporate finance consulting practitioner, and has been involved in more than 450 valuation, financial consulting, litigation support, and buy-side/sell-side advisory projects encompassing a wide range of industries.
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