Fairness opinion issues: anything but routine; even when investment bankers do not negotiate a deal, their fairness opinions may be vital
Article Abstract:
Renewed merger activity in the mid-1990s has again focused attention on bankers' opinions to boards of directors regarding the fairness of proposed transactions. Bankers, often concerned about liability to shareholders, should keep that issue in mind while preparing materials and conducting due diligence review. The lack of professional standards for bankers, the difficulty of defining fairness and comparable companies or transactions, and the challenge of unique transactions complicate the problem.
Publication Name: The National Law Journal
Subject: Law
ISSN: 0162-7325
Year: 1996
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M&A activity in the 1990s centers on positioning; mergers are now strategically driven, spurred by competition or fear of becoming a target
Article Abstract:
The forces driving corporate merger and acquisition activity in the mid-1990s differ from those in the late 1980s, with financial engineering giving way to strategic consolidation in the face of intense competitive pressure. Deregulation, globalized markets, and technological developments are converging with ready financing and an environment in which buying assets is often cheaper than building them, to make M&A more attractive. None of the major factors is likely to change in the near future.
Publication Name: The National Law Journal
Subject: Law
ISSN: 0162-7325
Year: 1996
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Selecting a new board is a negotiating challenge; negotiators must choose, from two existing sets of directors, the members of the new board
Article Abstract:
Corporate mergers create a situation when it is both very difficult and enormously important to select the best possible board of directors and enable them to immediately begin working well. The negotiating team should first ensure it understand's the board's role, then consider the future company's competitive environment. A director assessment matrix can help objectively indicate the types of expertise needed, which existing directors have those skills, and those whose abilities overlap.
Publication Name: The National Law Journal
Subject: Law
ISSN: 0162-7325
Year: 1996
User Contributions:
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- Abstracts: Art of acquisition: adaptation; in the past 20 years, M & A lawyers have modified negotiation strategies to do their deals in a constantly evolving environment
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