M&A Fairness Opinions and Projections in Financial Disclosure Summaries

Leveraging Developments on Disclosure of Management Projections, Financial Advisors’ Potential Conflicts, Fair Summary Requirements and More

Recording of a 90-minute CLE webinar with Q&A

Conducted on Thursday, February 21, 2013

Recorded event now available

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Program Materials

This CLE webinar will provide deal and litigation counsel with a review of M&A fairness opinions and projections in financial disclosure summaries, including Delaware courts’ recent opinions and transcript rulings regarding disclosure of management’s projections, developments disclosure of financial advisors’ potential conflicts, the “fair summary” requirement for bankers' analyses, and the methods and data forming the basis of fairness opinions.


In M&A deals, Delaware courts typically require disclosure of the financial analysis underlying a fairness opinion as well as management's internal financial projections. A frequently disputed isuue focuses on the sufficiency of the detail forming the basis of an investment banker's fairness opinion.

Delaware courts are increasingly focusing on specifics in fairness opinions and the financial advisor’s potential conflicts and incentives. The “fair summary” requirement for disclosure of the financial analysis has also become a focal issue.

Counsel must be aware of the ongoing developments concerning methods and data used in fairness opinions, the Delaware courts’ recent decisions regarding disclosure of management’s projections, and financial advisors' substantive work, and the requirements regarding disclosure of financial advisors’ potential conflicts.

Listen as our panel of M&A attorneys discusses M&A fairness opinions and projections in financial disclosure summaries, highlighting key recent developments in Delaware court decisions.



  1. Fairness opinion duties
  2. Financial disclosure requirements
  3. Methodologies and data
  4. Recent Delaware cases
  5. Best practices


The panel will review these and other key questions:

  • What is the recent trend coming out of Delaware courts relating to disclosures that should be included in fairness opinions?
  • Once a fairness opinion is disclosed, what additional disclosure obligations may be triggered?
  • What are the best practices for responding to litigation based upon disclosure claims?

Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.


Steven M. Haas
Steven M. Haas

Hunton & Williams

Mr. Haas regularly counsels publicly traded corporations, privately-held businesses and boards of directors on...  |  Read More

Miller, Kevin
Kevin Miller

Alston & Bird

Mr. Miller is a Partner in Alston & Bird's Corporate Transactions & Securities Group, head of the...  |  Read More

Blake Rohrbacher
Blake Rohrbacher

Richards Layton & Finger

He focuses his practice on litigation and advisory and transactional matters relating to Delaware corporations and...  |  Read More

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