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Recent Developments: Delaware Law and Disclosures Relating to Financial Advisors in Substantial Transactions

Bloomberg Law Reports
November 22, 2011, Timothy R. Dudderar, Daniel A. Mason

Corporate boards rely upon financial advisors to perform essential functions in major transactions, including designing,implementing and overseeing sale processes, as well as evaluating and ultimately opining on the fairness of the consideration offered to the target company’s stockholders.Given the importance of the financial advisor’s role in substantial transactions, legal challenges to such transactions often focus on disclosures concerning the foundation of the financial advisor’s fairness opinion, the financial advisor’s fee structure and potential conflicts of interest.

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