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Fairness Opinion
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. It is rendered for a fee. They are typically issued when a public company is being sold, merged or divested of all or 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, as well as in circumstances other than mergers, such as a corporation exchanging debt for equity. Some of the specific functions of a fairness opinion are to aid in decision-making, mitigate risk, and enhance communication. Controversy 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 ei ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Professional
A professional is a member of a profession or any person who works in a specified professional activity. The term also describes the standards of education and training that prepare members of the profession with the particular knowledge and skills necessary to perform their specific role within that profession. In addition, most professionals are subject to strict codes of conduct, enshrining rigorous ethical and moral obligations. Professional standards of practice and ethics for a particular field are typically agreed upon and maintained through widely recognized professional associations, such as the IEEE. Some definitions of "professional" limit this term to those professions that serve some important aspect of public interest and the general good of society.Sullivan, William M. (2nd ed. 2005). ''Work and Integrity: The Crisis and Promise of Professionalism in America''. Jossey Bass.Gardner, Howard and Shulman, Lee S., The Professions in America Today: Crucial but Fragile. Da ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Board Of Directors
A board of directors (commonly referred simply as the board) is an executive committee that jointly supervises the activities of an organization, which can be either a for-profit or a nonprofit organization such as a business, nonprofit organization, or a government agency. The powers, duties, and responsibilities of a board of directors are determined by government regulations (including the jurisdiction's corporate law) and the organization's own constitution and by-laws. These authorities may specify the number of members of the board, how they are to be chosen, and how often they are to meet. In an organization with voting members, the board is accountable to, and may be subordinate to, the organization's full membership, which usually elect the members of the board. In a stock corporation, non-executive directors are elected by the shareholders, and the board has ultimate responsibility for the management of the corporation. In nations with codetermination (such as Germ ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Merck & Co
Merck & Co., Inc. is an American multinational pharmaceutical company headquartered in Rahway, New Jersey, and is named for Merck Group, founded in Germany in 1668, of whom it was once the American arm. The company does business as Merck Sharp & Dohme or MSD outside the United States and Canada. Merck & Co. was originally established as the American affiliate of Merck Group in 1891. Merck develops and produces medicines, vaccines, biologic therapies and animal health products. It has multiple blockbuster drugs or products each with 2020 revenues including cancer immunotherapy, anti-diabetic medication and vaccines against HPV and chickenpox. The company is ranked 71st on the 2022 ''Fortune'' 500 and 87th on the 2022 ''Forbes'' Global 2000, both based on 2021 revenues. Products The company develops medicines, vaccines, biologic therapies and animal health products. In 2020, the company had 6 blockbuster drugs or products, each with over $1 billion in revenue: ''Keytruda'' ( ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
SEC Filings
The SEC filing is a financial statement or other formal document submitted to the U.S. Securities and Exchange Commission (SEC). Public companies, certain insiders, and broker-dealers are required to make regular SEC filings. Investors and financial professionals rely on these filings for information about companies they are evaluating for investment purposes. Many, but not all SEC filings are available online through the SEC's EDGAR (Electronic Data Gathering, Analysis, and Retrieval) database. Common filing types The most commonly filed SEC forms are the 10-K and the 10-Q. These forms are composed of four main sections: The business section, the F-pages, the Risk Factors, and the MD&A. The business section provides an overview of the Company. The F-pages contain the financial statements which are either audited or reviewed by an independent auditor. The Risk Factors contain a list of all of the potential risks that exist for the company. While the MD&A contains a narrativ ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Fiserv
Fiserv, Inc. () is an American multinational company headquartered in Brookfield, Wisconsin that provides financial technology services to clients across the financial services sector, including: banks, thrifts, credit unions, securities broker dealers, mortgage, insurance, leasing and finance companies, and retailers. In October 2015, ''American Banker'' and BAI ranked the company third by revenue among technology providers to U.S. banks. Fiserv reported total revenue of $10.187 billion in 2019. Fiserv is also the owner of First Data, which connects 2 million ATMs through the STAR network. Fiserv currently has the naming rights for the Fiserv Forum stadium in Milwaukee, Wisconsin. History Fiserv was founded in 1984. The company quickly grew and was listed on the NASDAQ less than two years after its founding, mainly through a large number of acquisitions, the largest in the early years of the company being Citicorp Information Resources. Fiserv's website was launched in 1995 ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Memorandum Opinion
Under United States legal practice, a memorandum opinion is usually unpublished and cannot be cited as precedent. It is formally defined as: " unanimous appellate opinion that succinctly states the decision of the court; an opinion that briefly reports the court's conclusion, usu. without elaboration because the decision follows a well-established legal principle or does not relate to any point of law." Generally, memorandum opinions follow ordinary rules, including the application of precedent and the rule of ''stare decisis''. However, in many courts (for example, the Appellate Division of the Supreme Court of New York), the style of analysis in memorandum opinions is much more concise and conclusory than it would be in an opinion intended for publication. That is, long strings of case citations are often inserted without explication or analysis of the applicability of the cited cases. In contrast, the California Constitution requires that all appellate decisions in California mu ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Delaware Court Of Chancery
The Delaware Court of Chancery is a court of equity in the American state of Delaware. It is one of Delaware's three constitutional courts, along with the Supreme Court and Superior Court. Since 2018, the court consists of seven judges. The chief judge is called the Chancellor, and the remaining judges are called Vice Chancellors. The chancellor and vice chancellors are nominated by the governor and confirmed by the state senate for 12-year terms. Jurisdiction The Court's jurisdiction is a hybrid of constitutional provisions, statutes, and case law. According to the Delaware Judicial Information Center The Court of Chancery has jurisdiction to hear and determine all matters and causes in equity. The general equity jurisdiction of the Court is measured in terms of the general equity jurisdiction of the High Court of Chancery of Great Britain as it existed prior to the separation of the American colonies. The General Assembly may confer upon the Court of Chancery additional stat ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Lawsuits
- A lawsuit is a proceeding by a party or parties against another in the civil court of law. The archaic term "suit in law" is found in only a small number of laws still in effect today. The term "lawsuit" is used in reference to a civil action brought by a plaintiff (a party who claims to have incurred loss as a result of a defendant's actions) requests a legal remedy or equitable remedy from a court. The defendant is required to respond to the plaintiff's complaint. If the plaintiff is successful, judgment is in the plaintiff's favor, and a variety of court orders may be issued to enforce a right, award damages, or impose a temporary or permanent injunction to prevent an act or compel an act. A declaratory judgment may be issued to prevent future legal disputes. A lawsuit may involve dispute resolution of private law issues between individuals, business entities or non-profit organizations. A lawsuit may also enable the state to be treated as if it were a private party in a ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Stockholder
A shareholder (in the United States often referred to as stockholder) of a corporation is an individual or legal entity (such as another corporation, a body politic, a trust or partnership) that is registered by the corporation as the legal owner of shares of the share capital of a public or private corporation. Shareholders may be referred to as members of a corporation. A person or legal entity becomes a shareholder in a corporation when their name and other details are entered in the corporation's register of shareholders or members, and unless required by law the corporation is not required or permitted to enquire as to the beneficial ownership of the shares. A corporation generally cannot own shares of itself. The influence of a shareholder on the business is determined by the shareholding percentage owned. Shareholders of a corporation are legally separate from the corporation itself. They are generally not liable for the corporation's debts, and the shareholders' liability ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Securities And Exchange Commission
The U.S. Securities and Exchange Commission (SEC) is an independent agency of the United States federal government, created in the aftermath of the Wall Street Crash of 1929. The primary purpose of the SEC is to enforce the law against market manipulation. In addition to the Securities Exchange Act of 1934, which created it, the SEC enforces the Securities Act of 1933, the Trust Indenture Act of 1939, the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Sarbanes–Oxley Act of 2002, and other statutes. The SEC was created by Section 4 of the Securities Exchange Act of 1934 (now codified as and commonly referred to as the Exchange Act or the 1934 Act). Overview The SEC has a three-part mission: to protect investors; maintain fair, orderly, and efficient markets; and facilitate capital formation. To achieve its mandate, the SEC enforces the statutory requirement that public companies and other regulated companies submit quarterly and annual re ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Cahill Gordon & Reindel
Cahill Gordon & Reindel LLP (founded 1919) is a New York-based international law firm with offices in New York, Washington, D.C. and London. The firm is prominent in the practice areas of capital markets and banking & finance. History Cahill opened its doors at 120 Broadway in 1919 as McAdoo, Cotton & Franklin. In 1921 William G. McAdoo moved away to California, and the firm was renamed Cotton & Franklin. By the end of the Depression, it expanded to handle bankruptcies, reorganizations, and regulatory matters. During and after the Second World War, under the leadership of John T. Cahill, former United States Attorney for the Southern District of New York, the firm grew dramatically. As Cahill Gordon Reindel & Ohl, it moved to 80 Pine Street, where it remained until 2020, then it moved to 32 Old Slip. Partner John Ohl, a tax specialist, retired in 1976. The firm established its Paris office in 1928, though it closed in 2000 when the firm opened its London office. Today, C ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
Financial Industry Regulatory Authority
The Financial Industry Regulatory Authority (FINRA) is a private American corporation that acts as a self-regulatory organization (SRO) that regulates member brokerage firms and exchange markets. FINRA is the successor to the National Association of Securities Dealers, Inc. (NASD) as well as the member regulation, enforcement, and arbitration operations of the New York Stock Exchange. The U.S. government agency that acts as the ultimate regulator of the U.S. securities industry, including FINRA, is the U.S. Securities and Exchange Commission (SEC). Overview The Financial Industry Regulatory Authority is the largest independent regulator for all securities firms doing business in the United States. FINRA's mission is to protect investors by making sure the United States securities industry operates fairly and honestly. In December 2019, FINRA oversaw 3,517 brokerage firms, 153,907 branch offices and approximately 624,674 registered securities representatives. FINRA has appr ... [...More Info...] [...Related Items...] OR: [Wikipedia] [Google] [Baidu] |
