Financial Adviser Fee Disclosures After Vento V. Curry

Law360, New York (April 11, 2017, 11:06 AM EDT) -- Last month, in Vento v. Curry,[1] the Delaware Chancery Court preliminarily enjoined the Consolidated Communication Holding shareholder vote[2] on the company's all-stock acquisition of FairPoint Communications due to Consolidated's failure to adequately disclose the compensation its financial adviser would receive for participating in the acquisition financing. The court's ruling ultimately had very little impact on the transaction — Consolidated subsequently disclosed that its financial adviser would receive $7 million in financing fees and the Consolidated shareholders overwhelmingly approved the transaction without any delay.[3] Vento nonetheless provides important guidance for principals and financial advisers in evaluating whether disclosure of a financial adviser's transaction-related compensation is required when seeking shareholder approval of an M&A transaction....

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