Strategies for Fairness Opinion and Engagement Letter Practice in M&A Transactions
CD of Teleconference with Q&A
Click here for program outline
Conducted on Wednesday, July 30, 2008
Now available on CD
Sponsored by the Legal Publishing Group of Strafford Publications
Fairness opinions issued by investment banks in M&A transactions now face increased judicial and regulatory scrutiny. In February, the Seventh Circuit addressed the potential liability for investment banks issuing fairness opinions in what many call the most instructive court decision in years.
The Seventh Circuit ruling provides new case law on the duty to update or withdraw fairness opinions, particularly when market conditions change between the time of the opinion and the closing of the deal. The precedential impact of the case remains to be seen.
Nonetheless, the case highlights the significance of the engagement letter in M&A transactions and whether an investment bank should rely on management projections lacking independent verification when issuing fairness opinions.
Listen as our panel of attorneys — including an M&A transactional attorney, counsel for an investment bank, and an M&A litigator — reviews the recent case law and regulatory activity regarding fairness opinions and offers best practices for issuers and recipients of fairness opinions and related engagement letters.
The panel included:
Charles H. Baker, Partner, Paul Hastings, New York. He focuses on all aspects of mergers and acquisitions and corporate finance matters. He has specific experience representing investment banks in establishing and providing fairness opinion services.
D. Casey Kobi, Vice President, IBD Legal, Lehman Brothers, New York. He covers mergers and acquisitions, equity and debt capital markets, leveraged finance and principal transactions and advises the firm’s Commitment Committee and Fairness Opinion Committee.
Kevin C. Logue, Partner, Paul Hastings, New York. He focuses on mergers and acquisitions and financial services litigation. He litigates disputes involving pre- and post-merger disputes and has defended numerous merger fairness challenges.
The panel reviewed these and other key questions:
- How does the recent Seventh Circuit opinion, HA 2003 Liquidating Trust v. Credit Suisse Securities LLC, change the landscape for fairness opinion practice?
- What are some strategies for drafting and negotiating the engagement letter to protect your client's interests and minimize liability if a deal goes wrong?
- What are some best practices for issuers and recipients of fairness opinions to minimize legal risks?
TELECONFERENCE CD
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