Staff View: Independent advice circular in corporate exercises: revisiting the law on fairness opinion

Independent advice circular in corporate exercises: revisiting the law on fairness opinion

Independent advice circulars are required in a broad range of corporate transactions. The advice circulars are extensively used in takeovers and mergers of companies. The board of directors of the target company is required to appoint an independent adviser to prepare the independent advice circular...

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Main Authors:	Ambaras Khan, Mushera Bibi, Hamdan, Nur Nadiah, Ab Jabbar, Nurhafiza
Format:	Article
Language:	English
Published:	IIUM Press 2014
Subjects:	K Law (General)
Online Access:	http://irep.iium.edu.my/40441/1/Article_on_IAC.pdf http://irep.iium.edu.my/40441/ http://journals.iium.edu.my/iiumlj http://journals.iium.edu.my/iiumlj/index.php/iiumlj/article/view/115
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id	my.iium.irep.40441
record_format	dspace
spelling	my.iium.irep.404412023-05-08T03:46:24Z http://irep.iium.edu.my/40441/ Independent advice circular in corporate exercises: revisiting the law on fairness opinion Ambaras Khan, Mushera Bibi Hamdan, Nur Nadiah Ab Jabbar, Nurhafiza K Law (General) Independent advice circulars are required in a broad range of corporate transactions. The advice circulars are extensively used in takeovers and mergers of companies. The board of directors of the target company is required to appoint an independent adviser to prepare the independent advice circular, in order to assist the shareholders of the target company in making their decision in relation to the takeover offer. Malaysia has taken an approach similar to its Australian counterpart by not treating the term fair and reasonable as a composite term. This current approach which treats the term fair and reasonable disjunctively has raised concern especially where the adviser concludes that the offer is “not fair” but “reasonable.” This paper examines the current approach which the advisers must adopt in preparation of the advice circular. It explains the possible issues this new approach may encounter. References are made to the Australian experience and literature in dealing with preparation of the independent advice circular. An empirical study must be conducted in Malaysia in order to determine whether the current approach has indeed improved the quality of the advice circular IIUM Press 2014 Article PeerReviewed application/pdf en http://irep.iium.edu.my/40441/1/Article_on_IAC.pdf Ambaras Khan, Mushera Bibi and Hamdan, Nur Nadiah and Ab Jabbar, Nurhafiza (2014) Independent advice circular in corporate exercises: revisiting the law on fairness opinion. IIUM Law Journal, 22 (1). pp. 37-52. ISSN 0128-2530 http://journals.iium.edu.my/iiumlj http://journals.iium.edu.my/iiumlj/index.php/iiumlj/article/view/115
institution	Universiti Islam Antarabangsa Malaysia
building	IIUM Library
collection	Institutional Repository
continent	Asia
country	Malaysia
content_provider	International Islamic University Malaysia
content_source	IIUM Repository (IREP)
url_provider	http://irep.iium.edu.my/
language	English
topic	K Law (General)
spellingShingle	K Law (General) Ambaras Khan, Mushera Bibi Hamdan, Nur Nadiah Ab Jabbar, Nurhafiza Independent advice circular in corporate exercises: revisiting the law on fairness opinion
description	Independent advice circulars are required in a broad range of corporate transactions. The advice circulars are extensively used in takeovers and mergers of companies. The board of directors of the target company is required to appoint an independent adviser to prepare the independent advice circular, in order to assist the shareholders of the target company in making their decision in relation to the takeover offer. Malaysia has taken an approach similar to its Australian counterpart by not treating the term fair and reasonable as a composite term. This current approach which treats the term fair and reasonable disjunctively has raised concern especially where the adviser concludes that the offer is “not fair” but “reasonable.” This paper examines the current approach which the advisers must adopt in preparation of the advice circular. It explains the possible issues this new approach may encounter. References are made to the Australian experience and literature in dealing with preparation of the independent advice circular. An empirical study must be conducted in Malaysia in order to determine whether the current approach has indeed improved the quality of the advice circular
format	Article
author	Ambaras Khan, Mushera Bibi Hamdan, Nur Nadiah Ab Jabbar, Nurhafiza
author_facet	Ambaras Khan, Mushera Bibi Hamdan, Nur Nadiah Ab Jabbar, Nurhafiza
author_sort	Ambaras Khan, Mushera Bibi
title	Independent advice circular in corporate exercises: revisiting the law on fairness opinion
title_short	Independent advice circular in corporate exercises: revisiting the law on fairness opinion
title_full	Independent advice circular in corporate exercises: revisiting the law on fairness opinion
title_fullStr	Independent advice circular in corporate exercises: revisiting the law on fairness opinion
title_full_unstemmed	Independent advice circular in corporate exercises: revisiting the law on fairness opinion
title_sort	independent advice circular in corporate exercises: revisiting the law on fairness opinion
publisher	IIUM Press
publishDate	2014
url	http://irep.iium.edu.my/40441/1/Article_on_IAC.pdf http://irep.iium.edu.my/40441/ http://journals.iium.edu.my/iiumlj http://journals.iium.edu.my/iiumlj/index.php/iiumlj/article/view/115
_version_	1768006345366175744
score	13.211869

Independent advice circular in corporate exercises: revisiting the law on fairness opinion

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