Fairness Opinions Under Heightened Scrutiny
Strategies for Fairness Opinion and Engagement Letter Practice in M&A Transactions
Recording of a 90-minute premium CLE webinar with Q&A
Outline
- Recent litigation, regulatory and shareholder activity
- HA 2003 Liquidating Trust v. Credit Suisse Securities LLC (7th Cir. 2008): its scope and precedential impact
- FINRA Rule 2290(a)
- Current state of the law regarding fairness opinions
- Smith v. Van Gorkom
- Toys-R-Us
- In re Topps Shareholders Litigation
- Best practices for fairness opinions and engagement letters
- Engagement letters
- Data used to support opinion: reliance, diligence and investigative duties
- Second opinions: necessary or useful?
- Recent disclosure issues related to fairness opinions
Benefits
The panel will review 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?
Faculty

Charles H. Baker
Partner
Paul Hastings
He focuses on all aspects of mergers and acquisitions and corporate finance matters. He has specific experience... | Read More
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.
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D. Casey Kobi
Vice President, IBD Legal
Lehman Brothers
He covers mergers and acquisitions, equity and debt capital markets, leveraged finance and principal transactions and... | Read More
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.
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Kevin C. Logue
Partner
Paul Hastings
He focuses on mergers and acquisitions and financial services litigation. He litigates disputes involving pre- and... | Read More
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.
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