What is fairness opinion document?

In the M&A context, a fairness opinion is a document provided by the seller's investment banker to the seller's board of directors attesting to the fairness of a transaction from a financial point of view.

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Letter to Board of Directors - Fairness Opinion

Dallas Texas Letter to Board of Directors - Fairness Opinion

Name: Dallas Texas Letter to Board of Directors - Fairness Opinion
Brand: US Legal Forms
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Corporations - Public - Sale or Purchase of Capital Stock

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Multi-State

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Dallas

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US-CC-4-254

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This sample form, a detailed Letter to Board of Directors (Fairness Opinion) document, is a model for use in corporate matters. The language is easily adapted to fit your specific circumstances. Available in several standard formats.

Agreement between a Distributor and Sales ...

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In the M&A context, a fairness opinion is a document provided by the seller's investment banker to the seller's board of directors attesting to the fairness of a transaction from a financial point of view.

SEC Form DEFM14A is a filing with the Securities and Exchange Commission (SEC) that must be filed by or on behalf of a registrant when a shareholder vote is required on an issue related to a merger or acquisition.

Sometimes fairness opinions are required in the sales of public companies. Fairness opinions are most often requested as part of a merger or acquisition. Fairness opinions are not always required in transactions involving public companies, but they can be helpful in reducing litigation risk.

Fairness opinions are regularly obtained by boards, special committees and other fiduciaries to gain a comprehensive understanding of the financial aspects of a transaction and to demonstrate they have made their decision with due care.

Five preliminary copies of the proxy statement and form of proxy shall be filed with the Commission at least 10 calendar days prior to the date definitive copies of such material are first sent or given to security holders, or such shorter period prior to that date as the Commission may authorize upon a showing of good

SEC Form PREM14A. A preliminary proxy statement, which remains subject to review by the SEC staff, filed in connection with a merger or acquisition.

Fairness opinions are filled with SEC and stored in the EDGAR database which is available to the public. Look for a document filed as an S-4. Attached below is a Fairness opinion pdf example. It is from the LinkedIn sale to Microsoft produced by Qatalyst partners.

A fairness opinion is a letter summarizing an analysis prepared by an investment bank or independent third party, which indicates whether certain financial elements in a transaction, such as price, are fair to a specific constituent, from a financial point of view.

A proxy is an SEC filing (called the 14A) that is required when a public company does something that its shareholders have to vote on, such as getting acquired. For a vote on a proposed merger, the proxy is called a merger proxy (or a merger prospectus if the proceeds include acquirer stock) and is filed as a DEFM14A.

In contrast an M&A valuation gives the management an indication or recommendation for the transaction price. Czaplinksi: A fairness opinion is limited to fairness from a financial point of view, as the individuals providing the opinion are financial and valuation professionals.

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Dallas Texas Letter to Board of Directors - Fairness Opinion

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What is fairness opinion document?

What is a Defm filing?

When should be a fairness opinion report be mandatory?

Where do you find a fairness opinion?

When must a preliminary proxy statement be filed?

What is a PREM14A filing?

How do you find fairness opinions?

Who can write a fairness opinion?

Who files a merger proxy?

What is the difference between a fairness opinion and valuation?

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