Announced Agreement to Merge Received Fairness Opinion
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The Future of Financial Services: How Work Is Impacted by the Connection and Convergence of People and Technology
The future of financial services: how work is impacted by the connection and convergence of people and technology 1 willistowerswatson.com Select Article Foreword Mary O’Connor, Head of Client, Industry and Business Development and Global Head of Financial Institutions, Willis Towers Watson The future of work in financial institutions 1 Ravin Jesuthasan, Managing Director and Global Practice Leader, Talent and Reward, Willis Towers Watson The algorithmic future of regulation 2 Professor Philip Treleaven, Director of the UK Centre for Financial Computing & Analytics and Professor of Computing at University College London (UCL) Using technology to help rebuild trustworthiness the insurance industry 3 Jagdev Kenth, Director of Risk & Regulatory Strategy, Financial Institutions Group and Grace Watts, Executive, Global Industries, Willis Towers Watson 4 Redefining negotiation: a social process in which we can all excel Ali Gill, board reviewer, psychologist and coach specialising in board effectiveness, behaviour and culture Game on: the potential for gamification in asset management 5 David Bird, Head of Proposition Development, LifeSight, Willis Towers Watson The future of leadership 6 Gemma Harding and Hannah Mullaney, Managing Consultant, Saville Assessment The future of wellness programmes 7 Rebekah Haymes, Senior Consultant and Gaby Joyner, Director, Willis Towers Watson Cyber risk: it’s a people problem, too 8 Adeola Adele, Director, Integrated Solutions & Thought Leadership, Global Cyber Risk and Michael O’Connell Head of Financial -
Aritzia Announces $330 Million Secondary Offering of Subordinate
NEWS RELEASE Aritzia Announces $330 Million Secondary Offering of Subordinate Voting Shares and Concurrent Share Repurchase of $107 Million of Subordinate Voting Shares and Multiple Voting Shares from Berkshire Partners NOT FOR DISTRIBUTION IN THE UNITED STATES Berkshire Partners Completes Sale of Remaining Interest VANCOUVER, February 19, 2019 /PRNewswire/ - Aritzia Inc. ("Aritzia" or the "Company") (TSX: ATZ), a vertically integrated, innovative design house of exclusive fashion brands, today announced that certain shareholders, including an investment vehicle managed by Berkshire Partners LLC, a Boston-based private equity firm (“Berkshire Shareholder”) and 8317640 Canada Inc., an entity indirectly controlled by Aldo Bensadoun, a director of Aritzia (the “Bensadoun Shareholder” and together with the Berkshire Shareholder, the “Selling Shareholders”), have entered into an agreement with a syndicate of underwriters led by CIBC Capital Markets, RBC Capital Markets and TD Securities Inc. (the “Underwriters”), pursuant to which the Underwriters have agreed to purchase on a bought deal basis an aggregate of 19,505,000 subordinate voting shares of the Company (“Shares”) held by the Selling Shareholders at an offering price of $16.90 per Share (the “Offering Price”) for total gross proceeds to the Selling Shareholders of $329,634,500 (the “Offering”). Aritzia will not receive any proceeds from the Offering. The Company also announced today that it has agreed to purchase, directly or indirectly, the equivalent of 6,333,653 Shares for cancellation from the Berkshire Shareholder (the “Share Repurchase”). The purchase price to be paid by the Company under the Share Repurchase will be the same as the Offering Price, for gross proceeds to the Berkshire Shareholder of $107,038,736 from the Share Repurchase. -
Fairness Opinions Under Fire by Bret A
Fairness Opinions Under Fire By Bret A. Tack Los Angeles Office A renewed market for mergers and acquisitions (and growing value of the deals) is focusing fresh attention on the fairness opinions boards seek before approval. In our post-scandal business environment, the problems with fairness opinions, including conflicts of interest and potential manipulation, have drawn new criticism. How can boards assure the "fairness" of their fairness opinions. As the value of transactions requiring fairness opinions has surged, they have come under increased scrutiny because of systemic problems that undermine their credibility. The perception among many in the investment community is that fairness opinions are of dubious value as an independent assessment of whether a transaction is fair. Their only real purpose, it seems, is to protect fiduciaries in the event of a lawsuit. Concerns over fairness opinions have attracted the attention of regulatory bodies such as the NASD, the Securities and Exchange Commission and New York Attorney General Eliot Spitzer. The potential conflict of provider "success fees" is only one problem with fairness opinions. In truth, there are no coherent guidelines used by fairness opinion providers. Foremost on the regulators' list of concerns is the obvious conflict of interest that exists when the firm issuing the fairness opinion stands to earn a "success fee" upon consummation of the transaction. However, such conflicts are only one of the factors undermining fairness opinions. The most basic problem is that there is no coherent set of guidelines for fairness opinion providers to follow in assessing and demonstrating the financial fairness of a transaction. -
Are Your Directors Relying on a Strong, Defensible Fairness Opinion?
Are your directors relying on a strong, defensible fairness opinion? By Chad Rucker, J.D. Valuation Research Corp. Merger-and-acquisition deal activity has significantly increased. Corporate acquirers are complementing organic growth through strategic acquisitions, and private equity firms are seeking to invest billions in capital. Increased competition for acquisition targets has led to heightened pressure on boards of directors to ensure that they are not approving overpayment for new acquisitions. In addition, board members of selling corporations are under increased pressure to receive fair consideration, or perhaps even more. As a result, boards of directors and their legal counsel may be tasked with obtaining and reviewing fairness opinions in connection with the consummation of mergers-and acquisitions transactions. How do board members and their counsel know they have received a strong fairness opinion? What factors should apply when assessing the opinion’s strength? When should they make more in-depth inquiries of their opinion provider? This commentary will examine the importance of securing a strong fairness opinion. It will also discuss Delaware court rulings that found boards of directors relied on weak fairness opinions. These include Koehler v. NetSpend Holdings Inc., No. 8373, 2013 WL 2181518 (Del. Ch. May 21, 2013), in which the Delaware Chancery Court discussed a relied-upon fairness opinion that was viewed as “weak.” FAIRNESS OPINIONS A fairness opinion is one provided by a third party (an independent valuation firm or investment bank) as to whether a transaction is fair from a financial standpoint to a particular party. A fairness opinion opines on whether one receives “substantial equivalent in value” consideration. -
Going Private: a Reasoned Response to Sarbanes-Oxley?
GOING PRIVATE: A REASONED RESPONSE TO SARBANES-OXLEY? Marc Morgenstern Peter Nealis Kahn Kleinman, LPA Copyright © 2004 Marc Morgenstern and Peter Nealis Portions of this article may be used for other programs and publications. Table of Contents I. INTRODUCTION................................................................................................................. 1 II. PRELIMINARY CONSIDERATIONS: WHY GO PRIVATE?.......................................... 3 III. TRADITIONAL GOING PRIVATE TRANSACTIONS..................................................... 7 A. Structure and Mechanics.............................................................................................. 7 B. Standard of Review...................................................................................................... 9 C. The role of a Special Committee. .............................................................................. 12 D. Disclosure Issues. ...................................................................................................... 15 IV. OPT-OUT TRANSACTIONS: DELISTING AND DEREGISTRATION. ....................... 16 A. When is Registration Required? ................................................................................ 17 B. Duty to File Periodic Reports. ................................................................................... 20 C. Delisting..................................................................................................................... 20 D. Mechanics of Deregistration..................................................................................... -
Participant List
Participant List 10/20/2019 8:45:44 AM Category First Name Last Name Position Organization Nationality CSO Jillian Abballe UN Advocacy Officer and Anglican Communion United States Head of Office Ramil Abbasov Chariman of the Managing Spektr Socio-Economic Azerbaijan Board Researches and Development Public Union Babak Abbaszadeh President and Chief Toronto Centre for Global Canada Executive Officer Leadership in Financial Supervision Amr Abdallah Director, Gulf Programs Educaiton for Employment - United States EFE HAGAR ABDELRAHM African affairs & SDGs Unit Maat for Peace, Development Egypt AN Manager and Human Rights Abukar Abdi CEO Juba Foundation Kenya Nabil Abdo MENA Senior Policy Oxfam International Lebanon Advisor Mala Abdulaziz Executive director Swift Relief Foundation Nigeria Maryati Abdullah Director/National Publish What You Pay Indonesia Coordinator Indonesia Yussuf Abdullahi Regional Team Lead Pact Kenya Abdulahi Abdulraheem Executive Director Initiative for Sound Education Nigeria Relationship & Health Muttaqa Abdulra'uf Research Fellow International Trade Union Nigeria Confederation (ITUC) Kehinde Abdulsalam Interfaith Minister Strength in Diversity Nigeria Development Centre, Nigeria Kassim Abdulsalam Zonal Coordinator/Field Strength in Diversity Nigeria Executive Development Centre, Nigeria and Farmers Advocacy and Support Initiative in Nig Shahlo Abdunabizoda Director Jahon Tajikistan Shontaye Abegaz Executive Director International Insitute for Human United States Security Subhashini Abeysinghe Research Director Verite -
Fairness Opinions: How Fair Are They and What Can Be Done About It?
FAIRNESS OPINIONS: HOW FAIR ARE THEY AND WHAT CAN BE DONE ABOUT IT? LucIAN ARYE BEBCHUKt AND MARCEL KAHAN* INTRODUCTION Fairness opinions have become a regular feature of every major cor- porate control transaction. Whether in negotiated mergers,1 freeze-out mergers, 2 hostile tender offers, 3 friendly tender offers,4 self-tenders, 5 leveraged buyouts,6 negotiated share repurchases, 7 or negotiated sales of treasury stock,8 directors seek the blessing of investment banks before approving transactions or adopting defensive measures. These banks give their blessings in the form of fairness opinions, which usually consist of short letters that state an opinion about whether a proposed transac- tion is "fair" or "adequate." 9 In addition, the banks often give presenta- t Professor of Law, Harvard Law Schaool; Faculty Research Fellow, National Bureau of Eco- nomic Research. * Visiting John M. Olin Scholar, fall 1988, Harvard aw School; Associate, Kramer, Levin, Nessen, Kamin & Franke. For financial support, both authors are grateful to the Harvard Law School Program in Law and Economics, which is funded by the John M. Olin Foundation. Lucian Bebchuk's work was also supported by the National Science Foundation. The authors thank Irene Khaitman for her helpful research assistance and Andrew Avends for the helpful materials con- tained in his third-year paper. 1. See, e-g. Denison Mines Ltd. v. Fibreboard Corp., 388 F. Supp. 812, 821-22 (D. Del. 1974). See generally Chazen, Fairnessfrom a FinancialPoint of fVew in Acquisitions of Public Companies: Is "7ird Party Sale Value" the AppropriateStandard?, 36 Bus. LAw. 1439, 1442-43 (1981) (fairness opinions commonplace in merger transactions). -
Takeover Law and Practice Guide 2020
Wachtell, Lipton, Rosen & Katz Takeover Law and Practice 2020 This outline describes certain aspects of the current legal and economic environment relating to takeovers, including mergers and acquisitions and tender offers. The outline topics include a discussion of directors’ fiduciary duties in managing a company’s affairs and considering major transactions, key aspects of the deal-making process, mechanisms for protecting a preferred transaction and increasing deal certainty, advance takeover preparedness and responding to hostile offers, structural alternatives and cross-border transactions. Particular focus is placed on recent case law and developments in takeovers. This edition reflects developments through September 2020. © October 2020 Wachtell, Lipton, Rosen & Katz All rights reserved. Takeover Law and Practice TABLE OF CONTENTS Page I. Current Developments ..............................................................................1 A. Overview ............................................................................. 1 B. M&A Trends and Developments ........................................ 2 1. Deal Activity ........................................................... 2 2. Unsolicited M&A.................................................... 4 3. Private Equity Trends ............................................. 5 4. SPAC Trends .......................................................... 6 5. Acquisition Financing ............................................. 8 6. Shareholder Litigation ........................................... -
Fairness Opinions: How Fair Are They and Why We Should Do Nothing About It
Washington University Law Review Volume 70 Issue 2 Symposium on Corporate Law and Finance January 1992 Fairness Opinions: How Fair Are They and Why We Should Do Nothing About It William J. Carney Emory University Law School Follow this and additional works at: https://openscholarship.wustl.edu/law_lawreview Part of the Banking and Finance Law Commons Recommended Citation William J. Carney, Fairness Opinions: How Fair Are They and Why We Should Do Nothing About It, 70 WASH. U. L. Q. 523 (1992). Available at: https://openscholarship.wustl.edu/law_lawreview/vol70/iss2/13 This F. Hodge O'Neal Corporate and Securities Law Symposium is brought to you for free and open access by the Law School at Washington University Open Scholarship. It has been accepted for inclusion in Washington University Law Review by an authorized administrator of Washington University Open Scholarship. For more information, please contact [email protected]. FAIRNESS OPINIONS: HOW FAIR ARE THEY AND WHY WE SHOULD DO NOTHING ABOUT IT WILLIAM J. CARNEY* INTRODUCTION Professor Fiflis has provided an interesting description of the legal the- ories available to hold investment bankers liable for negligence for giving fairness opinions in takeout mergers and management buyouts.1 Profes- sor Fiffis has focused his presentation on a limited set of investment bankers' opinions-those ostensibly addressed to shareholders, or in- tended for shareholders' consumption. Had he chosen, Professor Fiflis could have given us a parade of hor- ribles, showing the dubious independence -
Tips for Liability Prevention for Spacs
Professional Perspective Tips for Liability Prevention for SPACs Perrie M. Weiner and Desirée Hunter-Reay, Baker McKenzie Read Professional Perspectives | Become a Contributor Reproduced with permission. Published July 2021. Copyright © 2021 The Bureau of National Affairs, Inc. 800.372.1033. For further use, please contact [email protected] Tips for Liability Prevention for SPACs Contributed by Perrie M. Weiner and Desirée Hunter-Reay, Baker McKenzie Special purpose acquisition companies (SPACs) have continued to proliferate in 2021. Since 2020, over 300 new SPACs have raised more than $100 billion, and SPACs now account for more than a third of initial public offering (IPO) funding. The SPAC boom of 2020 and early 2021 has drawn attention from investors, U.S. Securities and Exchange Commission regulators, and lawmakers alike, and a recent string of SEC advisory opinions foreshadows a stricter SPAC enforcement regime. Moreover, statements by SEC chair Gary Gensler indicate the agency is prepared to devote significant resources to addressing SPAC-related issues. In light of the SEC's recent crackdown, as well as congressional attention and the inevitable increase in securities lawsuits and SEC investigations to come, it is crucial that SPACs, their boards, their sponsors, and target companies implement safeguards to protect against securities litigation and SEC enforcement actions. This article provides an overview of recent regulations and litigation of SPACs, and outlines the best preventative practices to avoid SEC scrutiny and lawsuits. Recent Regulation & Litigation Since late 2020, the SEC issued statements indicating the agency's intent to tighten SPAC regulations, potentially altering the ways SPACs operate. In December 2020, the SEC issued disclosure guidelines on potential conflicts of interest among SPAC sponsors, directors, and public shareholders. -
Truth and Bias in M&A Target Fairness Valuations
Truth and Bias in M&A Target Fairness Valuations: Appraising the Appraisals Matthew Shaffer Harvard Business School∗ October 2018 Abstract In U.S. M&A transactions, target directors are effectively required to seek and consider a \fairness opinion" and supporting valuations before accepting a takeover offer. Despite their legal status, critics have argued that these valuations are biased and sometimes low-quality, and that even unbiased valua- tions would not be useful to public companies, which can use their pre-deal stock price as an appraisal of their value. I develop and implement tests for the usefulness and the bias of fairness opinion val- uations, and find tight evidence for both. They impound information about fundamental mispricing in targets, and prospective deal synergies, which could make them useful to directors in exercising their duties. They also exhibit predictable bias: providers toggle their discount-rate assumptions ex post to rationalize negotiated deal prices. However, this bias has been constrained by judicial scrutiny in recent years. These findings suggest that third-party appraisal could have a useful role in M&A governance, and suggest avenues for reform. Keywords: Fairness opinions; Valuation; Corporate governance; M&A JEL: G30, G34 ∗First draft: November 2017. The author ([email protected]) is a doctoral candidate at Harvard Business School. I thank Suraj Srinivasan, John Coates, Charles C.Y. Wang, Paul Healy, Krishna Palepu, Steven Davidoff Solomon, Eugene Soltes, Christopher Janssen, Matthew Cain, Michael Wildish, Rick Lacher, Gil Matthews, Chris Mercer, Rand Curtiss, Gerardo Perez Cavazos, Ethan Rouen, Akash Chattopadhyay, Jee Eun Shin, Aaron Yoon, Gennaro Ameno, Mike Educate, Jody Grewal, Jihwon Park, Elia Ferracuti, Alice Y. -
The Future of Payments in Asia
Literature title Literature Global Banking Practice The future of payments in Asia November 2020 Introduction Payments have never been as important to Asia’s financial services ecosystem as they are today. Asia has outpaced all other regions in terms of payments-revenue growth over the past several years. The region is also the largest contributor to global payments revenue, generating over $900 billion in 2019, nearly half the global total. The role of payments in Asia’s overall banking landscape has expanded as well, now representing 44 percent of aggregate banking revenues, compared with a third as recently as 2007. The dollars involved tell only a fraction of the story, however. Payments remain the bedrock of the customer relationship for both consumers and businesses, representing the most natural opportunity for ongoing engagement, keeping the institution’s brand top of mind, and creating a practical reason to keep a healthy level of funds on account. Payments have never been more important for traditional banks, longstanding service providers, and fintech innovators aiming to disrupt the status quo. The global effects of COVID-19 prompted a reset in the payments ecosystem. In most cases, the result was an acceleration of trends—such as increased digitization—that were already underway. Although we forecast a decline of 1 to 8 percent in Asia’s 2020 payments revenue, the industry’s solid foundation is poised to foster a relatively rapid return to mid-to-high single- digit growth rates. Asia’s payments sector remains well positioned to exceed $1 trillion in annual revenue by 2022 or 2023.