welcome to my space
    Jul 28
    securities rights plan Best answer on the web
    Filed under: tarareidtopless.com
  • sample fairness opinion of shareholder rights plan in the usa (incl. poison pills)


  • Thanks, but what i was interested in was actual fairness opinions issued by financial advisors about a shareholder rights plan to be adopted by shareholders. I understand that a large number of public companies adopted such anti-takeover measures and I further believe that a number of those companies filed with the SEC actual opinions by outside counsel and/or financial advisors (such as investment banking firms). I would like to see copies of such opinions expressing a view on the fairness of such shareholders rights plans.


  • Hi,

    I talked to a few people who do this professionally.

    The summary of what they said is:

    The shareholder agreement is the document that spells out the protection for the board/owners and the shareholders. All of the issues - staggered voting for the board, issuing additional shares, requiring supermajority or constraining to whomshares may be sold, equal,non-beneficial treatment or beneficial treatment of shareholders - are stipulated in the shareholder agreement.
    The fairness opinion normally analyzes the agreement to verify that the financial statements are fair in regard to the market and the industry. They do not go into whether the antitakeover provisions may have an effect on the price of the stock. Several stated that the latest thinking is that in many cases an antitakeover stipulation actually increased the stock price. The many factors that combine to determine whether the stock price would have changed make this kind of prediction dangerous.
    So, a fairness opinion which gives an opinion on the fairness of the agreement in terms of giving more power to the board is not something that is normally done. By stating that the agreement seems fair to the shareholders, this information is implied.
    It seems that what you are looking for, an opinion as to the fairness of the agreement itself - and not the financial aspects of it - isn't normally done. The assumption being that if the agreement gives a fair deal to the parties involved in terms of their investments, the power structure and control issues are irrelevant, internal matters.
    Hope this helps to clarify the situation.

    bcguide-ga


  • Hi chelseasquare-ga,

    The question is a bit complex. You cross over into two disciplines.

    Fairness opinions are usually obtained from accounting firms. They are an analysis of the fairness of the offer being tendered. Basically they verify that the price is reasonable and that all parties are being treated equitably.
    There are plenty of firms that will advise you and help to prepare these agreements. However, they don't seem eager to share templates and sample forms on their sites.
    This business valuation firm located in New York State provides background and a sample form. http://www.jlpierson.com/Opin.htm

    Canon Public Tender Offer contains a fairness opinion in section F.
    http://www.canon.ch/pix/d/dyn/Prospectus-e.pdf

    Freeadvice.com provides a search page
    http://www.uslegalforms.com/enter.cgi?freeadvice%5E/adviceco/index.html enter the words Fairness Opinion and it will bring up two matches.
    Proposal to Consider and Approve an Offer by the Company to Exchange its Outstanding Shares of Series 1 Preferred Stock for Common Stock AND
    Letter to Board of Directors

    select preview and you can access the forms in PDF format.

    Shareholder agreements often contain fairness opinions. These are agreements made between the board of directors or other governing body and the shareholders. The shareholder agreement is basically an anti-takeover device and is commonly known as a “poison pill.” There's quite a bit of debate on these agreements, especially in regard to Delaware corporation and the agreements are a bit easier to find than fairness opinions.
    The Freeadvice.com page will turn up 8 hits to the query: Public Corporations - Anti-takeover These are different forms of share value rights protection agreements.

    Findlaw corporate counsel section has many contracts available for on line viewing http://contracts.corporate.findlaw.com/agreements/dynegy/shareholderagrmnt.html will bring you to one shareholder agreement, but a search for the terms you need will supply many samples.
    This law book exchange site has a text that provides background on these options. The book is very reasonably priced for a law reference. http://www.lawbookexchange.com/feb02sl/Feb02sl-4.html
    “149. Folk on the Delaware General Corporation Law: A Commentary and Analysis. Fourth edition. Edward P. Welch and Andrew J. Turezyn. New York: Aspen Law & Business. 3 vols. Looseleaf. Current through 2001-1 supplement. Publisher’s Price $595. Special $195. * …many unreported and unavailable in any other source. Provides coverage of … the “poison pill” defense and other takeover tactics, contested takeovers, leveraged buyouts, and proxy contests, appraisal rights, alternative business entities.”
    This CD and ring binder contains many sample “poison pill” agreements. It sells for $125.00 Special Study for Corporate Counsel on POISON PILLS
    http://www.businesslaws.com/toc206.htm

    Although no sample form is included at this site it does give solid legal opinion. http://www.inc.com/articles/legal/biz_finance/legal_merger/22138.html

    A scholarly article on the poison pill defense does not have sample forms, but give a lot of well researched information. The Market for Corporate Control in Canada
    cibs.tamu.edu/cswht/mahajan.pdf

    search terms: independent financial advisor fairness opinion sample

    This is an interesting area of research. Thanks and good luck.

    bcguide-ga


  • Hi,

    One of the links in the answer to the fairness opinion is not working - http://www.uslegalforms.com/enter.cgi?freeadvice%5E/adviceco/index.html is a bad link...
    go to http://www.uslegalforms.com/
    enter fairness opinion as the search term don't change anything in states or titles Hit search and you get two results
    If you click on"Description: Information and Preview"

    "Proposal to Consider and Approve an Offer by the Company to Exchange its Outstanding Shares of Series 1 Preferred Stock for Common Stock"
    comes up
    Click on "Previews: Preview in pdf format" - page 6 is a sample Fainess opinion for an actual company.
    The second example is also a fairness opinion letter.

    I cut and pasted the link and didn't notice the garbage that had crept in. This one will definitely lead you to the forms.
    Still looking for more, though...

    I'm on a quest :-) Someone needs to have an actual filing - complete with all exhibits - online!
    bcguide-ga


  • require several sample fairness opinions relating to the adoption of shareholder rights plan (including poison pills) filed by publicly quoted US companies


  • Thank again, we are much nearer, but my quest is for actual fairness opinions expressing a view on the fairness of a shareholder rights plan (poison pill) which give the directors of a corporation a number of rights to defend an unwelcome takeover bid. Such proposals to the shareholders could include staggered voting for the board, issuing additional shares, requiring supermajority etc. Of specific interest to shareholders is on the plus side that hopefully all shareholders are treated equally and on the minus side a deterrent for takeover bids which could have resulted in a higher total return to shareholders. The fairness opinion would most likely include an analysis of the effect on the share price and on takeover activity on companies that have adopted such a plan in the past.


  • Thanks These are actual samples of fairness opinions about the fairness of acquisition related transactions - as set out in my previous clarifications - actually very interesting, but not specifically what i was looking for. I thought companies would file these fairness opinions as an appendix to their filings in proxy statements requesting shareholder approval. From your research this does not seem to be the case. Moreover, you could not find reference to actual fairness opinions that relate to the fairness of a shareholder rights plan rather than a proposed acquisition or disposal. But i very much appreciate your research, it appears that what i am looking for is just not available on the net.


  • The proxy statements don't have fairness opinions included - even as exhibits. I'm pretty familiar with those and after having checked many more on the SEC search... I tend to agree. But let me do some more checking. If not on the net, if they exist - there are other options. I'll check when things open up on the East Coast.
    You're specifically looking for fairness opinions that relate to the "fairness" of the shareholder agreements and not to the fairness of the offer being made by the corporation... it may be that there is such a document but it is known by some other name. I'll check my sources tomorrow and get back to you.
    bcguide-ga


  • Please refer to my previous request for clarification. I am aware that fairness opinions are usually issued by investment banks to public companies to express a view on the fairness of a specific (often merger or acquisition related) transaction. A shareholder rights plan is often introduced and proposed by management who want to assure that all shareholders are treated equally and fair in a takeover by a third party "raider" (management interpretation) and/or to entrench existing management (opposing shareholder interpretation). What I wanted was a fairness opinion issued by an investment bank, law firm or accounting firm specifically rendering an opinion on the fairness of the proposed shareholder rights plan. The answer you have given me does not address this issue, but perhaps no such fairness opinions are issued or required ?


  • Hi,

    The first link shows a sample fairness opinion and the second has an actual fairness opinion from Price Waterhouse Coopers for Canon.
    I've been searching for more actual filings pertaining to US filings online. It seems that the exhibits, which the fairness opinions fall under, are not filed on the Search the EDGAR Database which lists all SEC electronic filings. Yahoo finance has a powerful lookup tool as well, but doesn't maintain online copies of fairness opinions.
    I did find http://www.houlihan.com/services/fairness/fairness.htm where severalcompanies that had fairness opinions prepared by this firm are listed (See the tombstones at the bottomof the page.) Having located the names of some relevant companies, I'll either be able to find the documents online or call the company and ask how to optain a copy of the document. I haven't abandoned your question, it's just taking more digging to get additional full transcripts of these documents.
    Do take a look at the first two links in the answer and I will get back to you tomorrow with some information on the additional forms.
    How many more do you need?

    bcguide-ga









    • #If you have any other info about this subject , Please add it free.#
    Your name:
    E-mail:
    Telphone:

    Your comments:


    If you have any other info about securities rights plan , Please add it free.
    mike @ July 28, 2010 edit