15
Jul
Uncategorized

Houlihan Capital Releases Article on Business Judgement Rule

Delaware Chancery Court Allows Business Judgment Rule Instead of Entire Fairness Standard in Minority Squeeze-Out Transaction A recent Delaware Chancery Court opinion by Chancellor Leo Strine, issued May 29, 2013, provides new guidance regarding when the less onerous “Business Judgment Rule” would apply as opposed to the stricter “Entire Fairness…
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20
Jun
Valuation

Overview: Going Private vs. Going Dark

Public companies are required to comply with United States Securities and Exchange Commission (SEC) filings and regulations. On average, public companies can spend anywhere from $1-$3 million a year more than similar private companies. Studies have shown that public companies spend more on investor relations personnel, board costs and, most…
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23
May
Valuation

SEC Commissioner addresses Valuation Issues – Compliance Alert

Last month, Commissioner Luis A. Aguilar of the U.S. Securities and Exchange Commission gave a speech (https://www.sec.gov/news/speech/2013/spch041813laa.htm) to the Regulatory Compliance Association in New York. The speech was focused on compliance as the foundation on which investor trust is built and kept. An effective and robust compliance program that is…
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18
Apr
Financial Advisory, Valuation

Houlihan Capital & Fairness Opinions

Studies have shown shareholders are challenging more and more Merger & Acquisition deals. “Currently, over 90% of M&A deals over $100 million are challenged by shareholders,” writes Vice Chancellor Donald Parsons Jr. (Delaware Court of Chancery) and attorney Jason Tyler (Sullivan & Cromwell) in a new paper (1). Any dissenting…
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09
Apr
Valuation

SEC Enforcement Action Against Hedge Fund Manager

On March 22, 2013, the Securities and Exchange Commission (“SEC”) announced charges against Houstonbased hedge fund manager, George R. Jarkesy Jr., and his firm, John Thomas Capital Management (“JTCM”). Jarkesy has been accused of defrauding investors in two hedge funds by inflating the value of the funds’ assets and charging…
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