100% satisfaction guarantee Immediately available after payment Both online and in PDF No strings attached
logo-home
Series 79 CH 14: Corporate Finance Rules || All Questions Answered Correctly. $10.69   Add to cart

Exam (elaborations)

Series 79 CH 14: Corporate Finance Rules || All Questions Answered Correctly.

 11 views  0 purchase
  • Course
  • Series 79 CH 14: Corporate Finance Rules || All Qu
  • Institution
  • Series 79 CH 14: Corporate Finance Rules || All Qu

Fairness opinion correct answers -objective and independent analysis performed for a fee by a third party -not required by law; does not give 3rd party fiduciary responsibilities Necessity of fairness opinions correct answers -good for large, complex transactions, that are not clearly based on ...

[Show more]

Preview 2 out of 6  pages

  • September 5, 2024
  • 6
  • 2024/2025
  • Exam (elaborations)
  • Questions & answers
  • Series 79 CH 14: Corporate Finance Rules || All Qu
  • Series 79 CH 14: Corporate Finance Rules || All Qu
avatar-seller
FullyFocus
Series 79 CH 14: Corporate Finance Rules || All Questions
Answered Correctly.
Fairness opinion correct answers -objective and independent analysis performed for a fee by a
third party
-not required by law; does not give 3rd party fiduciary responsibilities

Necessity of fairness opinions correct answers -good for large, complex transactions, that are not
clearly based on competitive bidding or established valuations
-good for private, if you're paying a big premium, if you're buying a part of a business

Fairness opinions are necessary when a transaction involves correct answers -potential or
perceived conflicts of interest
-expectations of intangible or hard to measure benefits
-complex transaction terms
-large payments for executive terminations
-dissenting shareholders and minority shareholders who are entitles to appraisal rights

Golden parachute correct answers -gives employees certain benefits if their contract is
terminated
-if acquirer pays an exec 3x average comp over last 5 years, it is non tax deductible and
employee has to pay 20% excise tax

Factors to be considered in fairness opinion correct answers -entities or securities to be valued
-time period covered by the opinion
-reliance on information provided by management
-valuation methodologies
-public disclosures
-fairness committees

-disclose that it is relying on info provided by the company and is not independently verifying
this info correct answers How bank running fairness opinion can avoid being sued

fairness opinion letter correct answers -background of transaction
-basis of the opinion
-disclosures and limitations
-responsibility of the opinion
-details of the transaction

What typically contains these?

FINRA rule 5150 correct answers -outlines specific disclosures that must be made in fairness
opinions
-requires written procedures for developing fairness opinions

, FINRA rule 5150 - Required disclosures correct answers -contingent fees
-material relationship for compensation
-independent verification
-fairness committee
-insider compensation

Contingent fees correct answers -have to disclose fees or other significant payments the adviser
will receive contingent on the transaction's successful completion
-actual number does not need to be

Material relationship for comp correct answers -have to disclose any material relationship that
they have had with any party to the transaction during the past two years

Independent verification correct answers -have to disclose if you independently verified this
information anywhere else

Fairness committee correct answers -have to disclose if fairness opinion was approved or issued
by a fairness committee or another group

Insider compensation correct answers -have to disclose if you are evaluating if compensation to
an insider is fair

Required written procedures correct answers -the types of transactions and circumstances a
committee issues or approves an opinion
-process for selecting committee members, qualifications for them, and how a balanced review is
obtained
-process by which valuation methods are approved appropriate

Balanced review correct answers -procedures have to promote a balanced review
-seek review from at least 2 people with no connection to deal
-these two people must review and approve

Registration of business combinations correct answers -SEC Rule 145; must file S4
-reclassification
-M&A / consolidation
-transfer

Reclassification correct answers -a change that involves the substitution of one security for
another
-except for stock split, reverse stock split, or change in par value

Merger, acquisition, or consolidation correct answers -securities of one entity are exchanged or
converted into securities of another entity

Transfer correct answers -an exchange of assets involving:
1) the issuance of securities under dissolution

The benefits of buying summaries with Stuvia:

Guaranteed quality through customer reviews

Guaranteed quality through customer reviews

Stuvia customers have reviewed more than 700,000 summaries. This how you know that you are buying the best documents.

Quick and easy check-out

Quick and easy check-out

You can quickly pay through credit card or Stuvia-credit for the summaries. There is no membership needed.

Focus on what matters

Focus on what matters

Your fellow students write the study notes themselves, which is why the documents are always reliable and up-to-date. This ensures you quickly get to the core!

Frequently asked questions

What do I get when I buy this document?

You get a PDF, available immediately after your purchase. The purchased document is accessible anytime, anywhere and indefinitely through your profile.

Satisfaction guarantee: how does it work?

Our satisfaction guarantee ensures that you always find a study document that suits you well. You fill out a form, and our customer service team takes care of the rest.

Who am I buying these notes from?

Stuvia is a marketplace, so you are not buying this document from us, but from seller FullyFocus. Stuvia facilitates payment to the seller.

Will I be stuck with a subscription?

No, you only buy these notes for $10.69. You're not tied to anything after your purchase.

Can Stuvia be trusted?

4.6 stars on Google & Trustpilot (+1000 reviews)

81298 documents were sold in the last 30 days

Founded in 2010, the go-to place to buy study notes for 14 years now

Start selling
$10.69
  • (0)
  Add to cart