Aquí encontraras los famosos con mas seguidores en twitter ,todo lo referente a los famosos lo encontraras aquí.si te gusto no te olvides de comentarnos .
Tecnologia de la informacion y comunicación tics 3 ejecutablewendiitacarreon
Este documento describe las tecnologías de la información y la comunicación (TIC). Explica que las TIC incluyen equipos como computadoras conectadas a Internet y sus aplicaciones. También discute las ventajas de las TIC como medios de enseñanza, así como sus desventajas como el riesgo de ampliar la brecha digital. Finalmente, proporciona ejemplos de TIC como Internet, robótica y computadoras especializadas.
This document provides a list of bus routes and stops for the Sydney NightRide Bus Network. It includes 11 different routes from locations around Sydney back to the city, listing the stops in order from the city outbound. The routes include services to destinations such as Hornsby, Penrith, Liverpool, Cronulla, and Bondi Junction.
PACIE es una metodología de trabajo en línea a través de un campus virtual que permite guiar el proceso de enseñanza de manera presencial a en línea. Usa cuatro secciones: Exposición, donde se presenta información; Rebote, con actividades de interacción; Construcción, para generar conocimiento; y Comprobación, para evaluar el aprendizaje.
El documento describe la situación actual de las tecnologías de la información y la comunicación (TICs) en la educación española. Señala que aunque se ha avanzado en dotar escuelas con aulas digitales, ordenadores y formación de profesores, todavía queda trabajo por hacer para alcanzar los niveles de otros países europeos. Explica que las TICs pueden mejorar el aprendizaje y desarrollar competencias digitales en los estudiantes, aunque también plantean riesgos si no se usan de forma adecuada. Por
El documento habla sobre la Navidad y los valores que representa como la paz, el perdón y la alegría. Menciona que la Navidad es la dulzura del pasado, el valor del presente y la esperanza del futuro. También recomienda aprovechar la Navidad para convertir los deseos en flores, los dolores en estrellas, las lágrimas en sonrisas y los corazones en moradas para recibir a Jesús.
InDefenseStapledFinance - January 2006Kevin Miller
The document summarizes M&A activity in 2005. It states that worldwide M&A deals totaled $2.7 trillion in 2005, a 38% increase over 2004 and the highest level since 2000. In the US, M&A deals reached $1.1 trillion, a 33% increase over 2004 and the first time since 2000 that US deals surpassed $1 trillion. The largest deals included Procter & Gamble's $57 billion acquisition of Gillette and Burlington Resources' $37 billion acquisition of ConocoPhillips. Energy and power sector deals dominated both the US and worldwide markets as companies in those industries continued consolidating. Private equity firms also had an active year in both the US and
The Delaware Chancery Court decision on the merger between Tele-Communications, Inc. (TCI) and AT&T provided important guidance for special committees, but some of its views may not be entirely fair. Specifically, the court found issues with the independence of TCI's special committee and certain disclosures to shareholders, so the burden of proving fairness remained with the defendants. The case highlighted lessons for boards, including that special committees should have a clear mandate, fees should not be contingent on the transaction outcome, members' interests should align with shareholders, they need independent advisors, and should consider all information. However, some of the court's views on issues like contingent fees and fairness opinions are controversial.
Aquí encontraras los famosos con mas seguidores en twitter ,todo lo referente a los famosos lo encontraras aquí.si te gusto no te olvides de comentarnos .
Tecnologia de la informacion y comunicación tics 3 ejecutablewendiitacarreon
Este documento describe las tecnologías de la información y la comunicación (TIC). Explica que las TIC incluyen equipos como computadoras conectadas a Internet y sus aplicaciones. También discute las ventajas de las TIC como medios de enseñanza, así como sus desventajas como el riesgo de ampliar la brecha digital. Finalmente, proporciona ejemplos de TIC como Internet, robótica y computadoras especializadas.
This document provides a list of bus routes and stops for the Sydney NightRide Bus Network. It includes 11 different routes from locations around Sydney back to the city, listing the stops in order from the city outbound. The routes include services to destinations such as Hornsby, Penrith, Liverpool, Cronulla, and Bondi Junction.
PACIE es una metodología de trabajo en línea a través de un campus virtual que permite guiar el proceso de enseñanza de manera presencial a en línea. Usa cuatro secciones: Exposición, donde se presenta información; Rebote, con actividades de interacción; Construcción, para generar conocimiento; y Comprobación, para evaluar el aprendizaje.
El documento describe la situación actual de las tecnologías de la información y la comunicación (TICs) en la educación española. Señala que aunque se ha avanzado en dotar escuelas con aulas digitales, ordenadores y formación de profesores, todavía queda trabajo por hacer para alcanzar los niveles de otros países europeos. Explica que las TICs pueden mejorar el aprendizaje y desarrollar competencias digitales en los estudiantes, aunque también plantean riesgos si no se usan de forma adecuada. Por
El documento habla sobre la Navidad y los valores que representa como la paz, el perdón y la alegría. Menciona que la Navidad es la dulzura del pasado, el valor del presente y la esperanza del futuro. También recomienda aprovechar la Navidad para convertir los deseos en flores, los dolores en estrellas, las lágrimas en sonrisas y los corazones en moradas para recibir a Jesús.
InDefenseStapledFinance - January 2006Kevin Miller
The document summarizes M&A activity in 2005. It states that worldwide M&A deals totaled $2.7 trillion in 2005, a 38% increase over 2004 and the highest level since 2000. In the US, M&A deals reached $1.1 trillion, a 33% increase over 2004 and the first time since 2000 that US deals surpassed $1 trillion. The largest deals included Procter & Gamble's $57 billion acquisition of Gillette and Burlington Resources' $37 billion acquisition of ConocoPhillips. Energy and power sector deals dominated both the US and worldwide markets as companies in those industries continued consolidating. Private equity firms also had an active year in both the US and
The Delaware Chancery Court decision on the merger between Tele-Communications, Inc. (TCI) and AT&T provided important guidance for special committees, but some of its views may not be entirely fair. Specifically, the court found issues with the independence of TCI's special committee and certain disclosures to shareholders, so the burden of proving fairness remained with the defendants. The case highlighted lessons for boards, including that special committees should have a clear mandate, fees should not be contingent on the transaction outcome, members' interests should align with shareholders, they need independent advisors, and should consider all information. However, some of the court's views on issues like contingent fees and fairness opinions are controversial.
1. Kevin Miller discusses the aftermath of the Toys-R-Us decision by Vice Chancellor Strine regarding potential conflicts of interest when an advisor provides both sell-side and buy-side services.
2. Miller believes Strine's criticism was focused on auctions where Revlon duties apply, not other M&A situations. Second opinions may be more useful outside of auctions to address duty of care concerns over conflicts.
3. While Strine was critical of "less distinguished" opinions, Miller believes smaller firms can provide valuable industry expertise. Strine also appeared to allow for stapled financing more than late approvals of buy-side work.
4. Ultimately, the key is for boards to clearly
The Delaware Court of Chancery provided additional guidance for special committees and their advisors in related-party transactions based on its decision in Gesoff v. IIC Industries, Inc. The key lessons from the case are that special committees must have a clear mandate to negotiate vigorously on behalf of minority shareholders, engage competent and independent advisors, and ideally be comprised of more than one member. The court emphasized that the negotiation between a special committee and controlling shareholder should resemble an arm's-length negotiation between unrelated parties. The case also provided guidance for investment banks on valuation methodologies and directors on exculpatory provisions of Delaware law.
This document summarizes a law review article discussing the implications of the 2004 Consolidated Edison v. Northeast Utilities case. The case held that target company shareholders were not intended third-party beneficiaries of the merger agreement prior to the deal closing. As a result, target companies cannot recover shareholders' lost merger premium damages if a deal fails and may not be able to obtain specific performance. The article argues target companies should request provisions explicitly granting shareholders third-party beneficiary rights before closing and acknowledging the target's right to specific performance on shareholders' behalf. However, most public company merger agreements have not addressed the issues raised by the ConEd decision.
DemiseofBroadlyWrittenMAC - November 2007Kevin Miller
This document discusses the SLM Corporation lawsuit against buyers who sought to back out of an acquisition agreement after legislation negatively impacted SLM's business. It analyzes the definition of a "material adverse effect" in the agreement and debates whether the court will focus on the plain language used, which favors the buyers, or take the perspective of a reasonable acquirer as in previous cases. The outcome could provide guidance on interpreting detailed MAE provisions with numerous exceptions.
Deal Lawyers - Knowing Participation Article 3-5-15Kevin Miller
1. The document discusses conflicting views on the "knowing participation" element of aiding and abetting claims in the context of "dead hand" change of control provisions in credit agreements.
2. It summarizes a Delaware Court of Chancery case, Healthways, where the court refused to dismiss aiding and abetting claims against an administrative agent for including a dead hand provision.
3. However, two subsequent Delaware Court of Chancery cases, Lee v Pincus and In re Comverge, applied a narrower definition of "knowing participation" that arguably would have led to dismissal in Healthways.
Investment Bank Engagement Letters - Selected Discussion Topics 9-12-14Kevin Miller
This document discusses key topics related to investment bank engagement letters, including: the scope of engagement (e.g. opinion only vs financial advisory), exclusivity, disclosure of opinions, information sharing responsibilities, fee structures, and indemnification provisions. It identifies issues for parties to consider when drafting engagement letters such as triggers for fees, tail periods, and standards for releasing the investment bank from liability other than for willful misconduct or gross negligence.
Dead Hand Change of Control Default Provisions PPT 3-25-15Kevin Miller
This document summarizes recent developments regarding dead hand change of control default provisions. It discusses the Healthways case in Delaware Chancery Court where the court found that lenders could potentially aid and abet fiduciary duty breaches by negotiating terms that create conflicts of interest for company directors. It also mentions several similar shareholder lawsuits filed against other companies and banks. The document reviews plaintiffs' attorneys fees awards in recent cases and potential alternatives for banks going forward regarding these contractual provisions. An appendix discusses precedent set in the Amylin and SandRidge cases regarding change of control provisions.
The document discusses several recent Delaware court cases that have implications for financial advisors, including In re Dole Food Co. shareholder litigation. It summarizes the key claims, findings, and conclusions of the Dole Food case, including that the court found the company's controller and president breached their fiduciary duties but did not find the financial advisor liable. It also summarizes allegations and issues discussed in In re PLX Technology and In re Zale Corp. shareholder litigation regarding potential conflicts of interest of financial advisors.
Selected Cases and Issues Regarding Projections 11-6-15 (One Hour Briefing)Kevin Miller
This document discusses issues related to financial projections in mergers and acquisitions transactions. It provides guidance on when and how projections should be prepared, the role of the board and counsel, dealing with unrealistic projections, disclosure obligations to buyers, and other issues that may arise regarding projections. Case law examples are also summarized to illustrate issues the courts have addressed related to management projections.
Financial Advisors in MA Transactions (PLI Trends) - 1-11-16Kevin Miller
This document summarizes key issues relating to the role of financial advisors in mergers and acquisitions (M&A) transactions. It discusses the narrow holding of the Delaware Supreme Court in RBC Capital Mkts. v. Jervis that an advisor can be liable for aiding and abetting a breach of fiduciary duty if it intentionally misleads or dupes the board. It also discusses the potential implications of Corwin v. KKR Financial Holdings, including whether stockholder approval of a transaction not subject to entire fairness review invokes the business judgment rule. Finally, it addresses the need to identify and disclose any actual or potential conflicts of interest between financial advisors and transaction participants.
The Role of Financial Advisors (PLI Doing Deals 2016) 2-10-16Kevin Miller
This document discusses the role of financial advisors and fairness opinions. It covers topics such as how financial advisors can serve as transaction brokers, financial advisors, and transaction facilitators for both sellers and buyers. It also discusses fairness opinions, including what they say, don't say, and the analyses that can underlie them. The document notes potential conflicts of interest for financial advisors and increased regulatory and judicial scrutiny of relationships and conflicts. It emphasizes the importance of disclosing material relationships and conflicts to boards.
Rural-Metro - Aiding and Abetting (DealLawers) 3-9-16Kevin Miller
The document summarizes a Delaware Supreme Court case regarding aiding and abetting breach of fiduciary duty claims against a financial advisor, RBC Capital Markets. The key holdings were:
1) The board breached its fiduciary duties by approving a merger based on an unreasonable process influenced by RBC's actions to favor its own interests.
2) RBC knowingly participated in the breach by creating an informational vacuum and intentionally misleading the board, establishing scienter.
3) RBC was liable for aiding and abetting the breach of fiduciary duty, but financial advisors generally are not gatekeepers and liability requires egregious behavior like fraud on the board.
Fairness Opinions, Financial Analyses, Projections and the Role of Financial ...Kevin Miller
This document discusses fairness opinions, financial analyses, projections, and the role of financial advisors. It provides information on:
- What fairness opinions are, when boards want them, and when they are required. Fairness opinions evaluate whether consideration in a transaction is fair from a financial point of view.
- Key considerations for fairness opinions, including that they are limited in scope and do not substitute business judgment. Financial presentations to boards may be more valuable.
- What fairness opinions do and do not address, such as the relative merits of transactions or stock price after a deal.
- Common financial analyses used in fairness opinions like discounted cash flow, selected companies and transactions comparisons.
- Issues around projections
Investment Banker - Issues and Considerations January PLI - 1-10-17Kevin Miller
This document discusses issues related to financial analyses underlying fairness opinions. It provides an overview of common analyses such as discounted cash flow, selected companies, and selected transactions. It notes that the purpose of a "football field" summary is to concisely outline key financial analyses for a fairness opinion in an easy to understand format. The document also discusses considerations in selecting methodologies, assumptions, and inputs for analyses and how different analyses have unique strengths and limitations given a company's specific facts and circumstances.
PLI M&A 2017 - Advanced Trends Opening Remarks 1-12-17 (Display)Kevin Miller
This document provides an opening remarks summary for a conference on mergers and acquisitions trends from 2017. It discusses four significant trends from prior years that have affected Delaware litigation: 1) adoption of exclusive venue bylaws, 2) the M&F Worldwide decision permitting dismissal of claims with controller transactions under certain conditions, 3) the Cornerstone Therapeutics decision permitting dismissal of duty of care claims with an exculpatory clause, and 4) the Corwin v. KKR Financial decision establishing the business judgment rule for fully informed stockholder approved mergers. It then summarizes major mergers and acquisitions developments and cases from 2016 related to interpreting and applying the Corwin decision.
1. Kevin Miller discusses the aftermath of the Toys-R-Us decision by Vice Chancellor Strine regarding potential conflicts of interest when an advisor provides both sell-side and buy-side services.
2. Miller believes Strine's criticism was focused on auctions where Revlon duties apply, not other M&A situations. Second opinions may be more useful outside of auctions to address duty of care concerns over conflicts.
3. While Strine was critical of "less distinguished" opinions, Miller believes smaller firms can provide valuable industry expertise. Strine also appeared to allow for stapled financing more than late approvals of buy-side work.
4. Ultimately, the key is for boards to clearly
The Delaware Court of Chancery provided additional guidance for special committees and their advisors in related-party transactions based on its decision in Gesoff v. IIC Industries, Inc. The key lessons from the case are that special committees must have a clear mandate to negotiate vigorously on behalf of minority shareholders, engage competent and independent advisors, and ideally be comprised of more than one member. The court emphasized that the negotiation between a special committee and controlling shareholder should resemble an arm's-length negotiation between unrelated parties. The case also provided guidance for investment banks on valuation methodologies and directors on exculpatory provisions of Delaware law.
This document summarizes a law review article discussing the implications of the 2004 Consolidated Edison v. Northeast Utilities case. The case held that target company shareholders were not intended third-party beneficiaries of the merger agreement prior to the deal closing. As a result, target companies cannot recover shareholders' lost merger premium damages if a deal fails and may not be able to obtain specific performance. The article argues target companies should request provisions explicitly granting shareholders third-party beneficiary rights before closing and acknowledging the target's right to specific performance on shareholders' behalf. However, most public company merger agreements have not addressed the issues raised by the ConEd decision.
DemiseofBroadlyWrittenMAC - November 2007Kevin Miller
This document discusses the SLM Corporation lawsuit against buyers who sought to back out of an acquisition agreement after legislation negatively impacted SLM's business. It analyzes the definition of a "material adverse effect" in the agreement and debates whether the court will focus on the plain language used, which favors the buyers, or take the perspective of a reasonable acquirer as in previous cases. The outcome could provide guidance on interpreting detailed MAE provisions with numerous exceptions.
Deal Lawyers - Knowing Participation Article 3-5-15Kevin Miller
1. The document discusses conflicting views on the "knowing participation" element of aiding and abetting claims in the context of "dead hand" change of control provisions in credit agreements.
2. It summarizes a Delaware Court of Chancery case, Healthways, where the court refused to dismiss aiding and abetting claims against an administrative agent for including a dead hand provision.
3. However, two subsequent Delaware Court of Chancery cases, Lee v Pincus and In re Comverge, applied a narrower definition of "knowing participation" that arguably would have led to dismissal in Healthways.
Investment Bank Engagement Letters - Selected Discussion Topics 9-12-14Kevin Miller
This document discusses key topics related to investment bank engagement letters, including: the scope of engagement (e.g. opinion only vs financial advisory), exclusivity, disclosure of opinions, information sharing responsibilities, fee structures, and indemnification provisions. It identifies issues for parties to consider when drafting engagement letters such as triggers for fees, tail periods, and standards for releasing the investment bank from liability other than for willful misconduct or gross negligence.
Dead Hand Change of Control Default Provisions PPT 3-25-15Kevin Miller
This document summarizes recent developments regarding dead hand change of control default provisions. It discusses the Healthways case in Delaware Chancery Court where the court found that lenders could potentially aid and abet fiduciary duty breaches by negotiating terms that create conflicts of interest for company directors. It also mentions several similar shareholder lawsuits filed against other companies and banks. The document reviews plaintiffs' attorneys fees awards in recent cases and potential alternatives for banks going forward regarding these contractual provisions. An appendix discusses precedent set in the Amylin and SandRidge cases regarding change of control provisions.
The document discusses several recent Delaware court cases that have implications for financial advisors, including In re Dole Food Co. shareholder litigation. It summarizes the key claims, findings, and conclusions of the Dole Food case, including that the court found the company's controller and president breached their fiduciary duties but did not find the financial advisor liable. It also summarizes allegations and issues discussed in In re PLX Technology and In re Zale Corp. shareholder litigation regarding potential conflicts of interest of financial advisors.
Selected Cases and Issues Regarding Projections 11-6-15 (One Hour Briefing)Kevin Miller
This document discusses issues related to financial projections in mergers and acquisitions transactions. It provides guidance on when and how projections should be prepared, the role of the board and counsel, dealing with unrealistic projections, disclosure obligations to buyers, and other issues that may arise regarding projections. Case law examples are also summarized to illustrate issues the courts have addressed related to management projections.
Financial Advisors in MA Transactions (PLI Trends) - 1-11-16Kevin Miller
This document summarizes key issues relating to the role of financial advisors in mergers and acquisitions (M&A) transactions. It discusses the narrow holding of the Delaware Supreme Court in RBC Capital Mkts. v. Jervis that an advisor can be liable for aiding and abetting a breach of fiduciary duty if it intentionally misleads or dupes the board. It also discusses the potential implications of Corwin v. KKR Financial Holdings, including whether stockholder approval of a transaction not subject to entire fairness review invokes the business judgment rule. Finally, it addresses the need to identify and disclose any actual or potential conflicts of interest between financial advisors and transaction participants.
The Role of Financial Advisors (PLI Doing Deals 2016) 2-10-16Kevin Miller
This document discusses the role of financial advisors and fairness opinions. It covers topics such as how financial advisors can serve as transaction brokers, financial advisors, and transaction facilitators for both sellers and buyers. It also discusses fairness opinions, including what they say, don't say, and the analyses that can underlie them. The document notes potential conflicts of interest for financial advisors and increased regulatory and judicial scrutiny of relationships and conflicts. It emphasizes the importance of disclosing material relationships and conflicts to boards.
Rural-Metro - Aiding and Abetting (DealLawers) 3-9-16Kevin Miller
The document summarizes a Delaware Supreme Court case regarding aiding and abetting breach of fiduciary duty claims against a financial advisor, RBC Capital Markets. The key holdings were:
1) The board breached its fiduciary duties by approving a merger based on an unreasonable process influenced by RBC's actions to favor its own interests.
2) RBC knowingly participated in the breach by creating an informational vacuum and intentionally misleading the board, establishing scienter.
3) RBC was liable for aiding and abetting the breach of fiduciary duty, but financial advisors generally are not gatekeepers and liability requires egregious behavior like fraud on the board.
Fairness Opinions, Financial Analyses, Projections and the Role of Financial ...Kevin Miller
This document discusses fairness opinions, financial analyses, projections, and the role of financial advisors. It provides information on:
- What fairness opinions are, when boards want them, and when they are required. Fairness opinions evaluate whether consideration in a transaction is fair from a financial point of view.
- Key considerations for fairness opinions, including that they are limited in scope and do not substitute business judgment. Financial presentations to boards may be more valuable.
- What fairness opinions do and do not address, such as the relative merits of transactions or stock price after a deal.
- Common financial analyses used in fairness opinions like discounted cash flow, selected companies and transactions comparisons.
- Issues around projections
Investment Banker - Issues and Considerations January PLI - 1-10-17Kevin Miller
This document discusses issues related to financial analyses underlying fairness opinions. It provides an overview of common analyses such as discounted cash flow, selected companies, and selected transactions. It notes that the purpose of a "football field" summary is to concisely outline key financial analyses for a fairness opinion in an easy to understand format. The document also discusses considerations in selecting methodologies, assumptions, and inputs for analyses and how different analyses have unique strengths and limitations given a company's specific facts and circumstances.
PLI M&A 2017 - Advanced Trends Opening Remarks 1-12-17 (Display)Kevin Miller
This document provides an opening remarks summary for a conference on mergers and acquisitions trends from 2017. It discusses four significant trends from prior years that have affected Delaware litigation: 1) adoption of exclusive venue bylaws, 2) the M&F Worldwide decision permitting dismissal of claims with controller transactions under certain conditions, 3) the Cornerstone Therapeutics decision permitting dismissal of duty of care claims with an exculpatory clause, and 4) the Corwin v. KKR Financial decision establishing the business judgment rule for fully informed stockholder approved mergers. It then summarizes major mergers and acquisitions developments and cases from 2016 related to interpreting and applying the Corwin decision.