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CTI QuickTip - Differences Between ESOP Fair Market Valuations and Transaction Fairness Opinions
CTI QuickTip - Differences Between ESOP Fair Market Valuations and Transaction Fairness Opinions
::2012/05/02::
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2
Review - Nivea Natural Fairness Skin Care Range
Review - Nivea Natural Fairness Skin Care Range
::2014/12/25::
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3
OTES Rant #1 Fairness of Student Growth Measures in Ohio
OTES Rant #1 Fairness of Student Growth Measures in Ohio
::2014/07/29::
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4
The Fairness Doctrine, Is It Really Fair?
The Fairness Doctrine, Is It Really Fair?
::2009/06/08::
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5
Microeconomics - 83: Fairness and Rent Ceilings
Microeconomics - 83: Fairness and Rent Ceilings
::2012/01/14::
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6
Send in the Worms!! - Head2Head plays Worms
Send in the Worms!! - Head2Head plays Worms
::2014/10/29::
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7
"Fairness Doctrine" = Unfair = censorship
"Fairness Doctrine" = Unfair = censorship
::2008/02/21::
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8
Ambassador Chaudhry
Ambassador Chaudhry's Video Response to Andrei from Ungheni
::2010/07/30::
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9
Will Hutton on fairness
Will Hutton on fairness
::2011/03/24::
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10
Poet Presentation Part 1
Poet Presentation Part 1
::2013/03/03::
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11
Finally Fast Review - Now With 100% More Fairness
Finally Fast Review - Now With 100% More Fairness
::2011/08/16::
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12
John Clark - Property Tax Fairness
John Clark - Property Tax Fairness
::2013/02/27::
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13
本 સુમેરિયન 테스트 诵 誦
本 સુમેરિયન 테스트 诵 誦
::2013/01/08::
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14
Where
Where's The "Fairness"? Debate Over The Fairness Doctrine!
::2009/02/08::
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15
Obama
Obama's Speech On Fairness, Fair Share, Income Inequality Vs Milton Friedman
::2011/12/08::
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16
How To Let Breakout Stocks Come To You REAL TIME
How To Let Breakout Stocks Come To You REAL TIME
::2007/08/12::
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17
Dr. Devendra Opinion and health tips on jaundice
Dr. Devendra Opinion and health tips on jaundice
::2014/06/19::
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18
Media Fairness Caucus: National Media Ignore President
Media Fairness Caucus: National Media Ignore President's Lowest-Ever Approval Rating
::2010/05/27::
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19
Power of the Market - Fairness
Power of the Market - Fairness
::2008/09/18::
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20
Fairness For Victims Act
Fairness For Victims Act
::2011/03/31::
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21
Home Remedy to Improve the Fairness of Skin
Home Remedy to Improve the Fairness of Skin
::2014/05/05::
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22
Capuchin monkeys reject unequal pay
Capuchin monkeys reject unequal pay
::2012/12/15::
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23
David Icke Dot Connector 2013.
David Icke Dot Connector 2013.
::2013/12/27::
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24
The Universal Declaration of Human Rights
The Universal Declaration of Human Rights
::2010/12/26::
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25
Khilafah - ISIS/ISIL (tribute)
Khilafah - ISIS/ISIL (tribute)
::2015/02/02::
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26
Arthur Brooks: How to win the fairness fight
Arthur Brooks: How to win the fairness fight
::2012/04/11::
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27
The ED Show - Republican vote against Buffett rule a vote against fairness?
The ED Show - Republican vote against Buffett rule a vote against fairness?
::2012/04/16::
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28
Is Ouya a "Success"? Does Windows 8.1 Fix Anything? Why MySpace is Cool Again.
Is Ouya a "Success"? Does Windows 8.1 Fix Anything? Why MySpace is Cool Again.
::2013/06/30::
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29
Opinions & Values. A discussion on strong opinions and how to know what your personal values are.
Opinions & Values. A discussion on strong opinions and how to know what your personal values are.
::2013/11/22::
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30
MIH Monday Night Showdown Tockia Vs Brown Eyes for Championship Belt
MIH Monday Night Showdown Tockia Vs Brown Eyes for Championship Belt
::2012/07/13::
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31
Building the Future: Jobs, Growth, and Fairness in the Arab World
Building the Future: Jobs, Growth, and Fairness in the Arab World
::2014/04/12::
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32
Lord President Brian Gill warns Scottish Parliament against removal of corroboration
Lord President Brian Gill warns Scottish Parliament against removal of corroboration
::2013/12/02::
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33
The Connection between Equity and Fairness in Policy Design in View of ACA
The Connection between Equity and Fairness in Policy Design in View of ACA
::2013/05/28::
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34
It
It's About Fairness: Rev. Delman Coates for Question 6
::2012/10/09::
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35
2000 Helena Cronin: Feminism argues for sameness, not fairness
2000 Helena Cronin: Feminism argues for sameness, not fairness
::2014/02/16::
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36
Roxy Fairness Backpack - Women
Roxy Fairness Backpack - Women's
::2013/08/05::
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37
Monica Crowley radio tirade slams stimulus package
Monica Crowley radio tirade slams stimulus package
::2009/02/19::
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38
Fairness at work - a sick joke?
Fairness at work - a sick joke?
::2010/09/15::
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39
Airtime Fairness
Airtime Fairness
::2012/01/17::
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40
US beginning to
US beginning to 'disengage' from Israel
::2014/10/31::
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41
Jak 2 - [1] Rated T for Torture
Jak 2 - [1] Rated T for Torture
::2014/04/15::
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42
GOOGLE SUCKS ...No Fairness, No Freedom
GOOGLE SUCKS ...No Fairness, No Freedom
::2011/01/28::
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43
Roxy Fairness Backpack  SKU:#8125256
Roxy Fairness Backpack SKU:#8125256
::2013/05/30::
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44
Intro to Financial Accounting: Importance of Accounting
Intro to Financial Accounting: Importance of Accounting
::2013/09/11::
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45
Global Warming - Consequences Without Skeptic
Global Warming - Consequences Without Skeptic
::2012/09/05::
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46
Real Reviews: Fairness Face Wash: Will Olay, Ponds or Fair & Lovely Convert This Fairness Skeptic?
Real Reviews: Fairness Face Wash: Will Olay, Ponds or Fair & Lovely Convert This Fairness Skeptic?
::2012/10/03::
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47
UHIP Horror Stories
UHIP Horror Stories
::2014/03/25::
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48
PAISTE PST 7 * CYMBAL REVIEW & COMPARISON WITH 505, PST 5 & 2002
PAISTE PST 7 * CYMBAL REVIEW & COMPARISON WITH 505, PST 5 & 2002
::2014/04/24::
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49
Original Ever Fairness
Original Ever Fairness
::2013/04/01::
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50
"Fairness" (To Be Just and Fair)
"Fairness" (To Be Just and Fair)
::2011/03/18::
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RESULTS [ .. ]
From Wikipedia, the free encyclopedia
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A fairness opinion is a professional evaluation by an investment bank or other third party as to whether the terms of a merger, acquisition, buyback, spin-off, or privatization are fair.[1] It is rendered for a fee.[2][3] They are typically issued when a public company is being sold or entering into a merger or divesting themselves of a substantial division of their business. They can also be required in private transactions not involving a company that is traded on a public exchange,[4] as well as in circumstances other than mergers, such as a corporation exchanging debt for equity.[5]

Controversy[edit]

Controversy in financial and management circles surrounds the question of the objectivity of fairness opinions, as one aspect of the duty of care in the fairness of a transaction. A potential exists for a conflict of interest when an entity rendering an opinion may benefit from the transaction either directly or indirectly.[6] Directors and officers of the companies also may have an interest in the outcome of the proposed transaction.[7] In response, in the United States, the Financial Industry Regulatory Authority (then the National Association of Securities Dealers) issued its Rule 2290 to require disclosure by its members to minimize abuses;[8] this was approved in 2007 by the Securities and Exchange Commission.[9]

Equity and fairness[edit]

In the United States, in the context of stockholder lawsuits,[10] typically relating to the sale or merger of a public company, the Delaware Court of Chancery has required sufficient disclosures be made to a board of directors and shareholders to “provide a balanced, truthful account of all matters”[11] and said “When a document ventures into certain subjects, it must do so in a manner that is materially complete and unbiased by the omission of material facts.”[12] In a Memorandum Opinion in the CheckFree/Fiserv merger Chancellor Chandler underlined that the earlier In re Pure Resources Court had established the proper frame of analysis for disclosure of financial data: “[S]tockholders are entitled to a fair summary of the substantive work performed by the investment bankers upon whose advice the recommendations of their board as to how to vote on a merger or tender rely.”[13] According to the certification hypothesis fairness opinions may also serve the interest of the shareholders by mitigating informational asymmetries in corporate transactions.[14]

References[edit]

External links[edit]

Example Fairness Opinions (SEC filings) relating to the merger of Merck & Co., Inc. and Schering-Plough Corporation:

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