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With SEC comment and response letters now available on the SEC’s website, Kevin Miller of Alston & Bird sent over the following example of the level of detail that you sometimes see in SEC comments regarding fairness opinions. In a note to Comment 22 below, Kevin highlights an issue that still seems to catch many companies – and their counsel – by surprise.

The comments and responses below relate to IAC/Interactive’s Form S-4 filed on April 26, 2005 and are excerpted from this response letter (and here is the Amended Form S-4 filed in connection with the responses):

Opinions of Ask Jeeves’ Financial Advisors, page 39
20. Comment: Please disclose why the board chose to hire two financial advisors. Also, disclose the amounts known or estimated to be received by Allen & Company and Citigroup and their affiliates for services rendered to the Company for the previous two years. See Item 1015(b) of Regulation M-A.

Response: In response to the Staff’s comment, the disclosure has been revised on page [•]. [Note: See Risk Factor on Page 26 of amended S-4 regarding Allen & Company conflicts.]

21. Comment: Please supplementally send us a copy of the board book and any other materials prepared by Allen & Company and Citigroup to assist the board in evaluating the transaction. Also, provide us with a copy of the engagement letters.

Response: Ask Jeeves has informed the Company that Allen & Company and Citigroup will be sending to the Staff under separate cover copies of their respective engagement letters and Board Books that were delivered to the Ask Jeeves board of directors.

22. Comment: To the extent Allen & Company and Citigroup relied on management projections in their analyses, these projections should be disclosed in this filing.

Response: Ask Jeeves has informed the Company that although in the course of their respective due diligence each of Allen & Company and Citigroup reviewed certain Ask Jeeves’ projections, Ask Jeeves has been advised by Allen & Company and Citigroup that neither relied upon any of such projections in its analysis.

[Kevin’s Note: The issue here is the SEC’s propensity to seek disclosure of projections even if they were only disclosed to a party’s own financial advisor – In connection with the Sprint/Nextel Merger, the SEC comment read in part: “Please note that disclosure of financial forecasts prepared by management is generally required if the forecasts were provided to a third-party financial advisor, including a merging party’s advisor. Accordingly, please disclose all material projections that were exchanged among Sprint, Nextel and their respective financial advisors, or advise us why they are not material. For example, please disclose the “certain financial forecasts and other information and data relating to Sprint and Nextel which were provided to or otherwise reviewed by or discussed with Citigroup by the respective managements of Sprint and Nextel…” Also disclose the potential pro forma impact of the merger, including cost savings, operating synergies and non-cash purchase accounting adjustments. You may explain the limited purpose of the prepared forecasts and provide other information so that shareholders better understand the forecasts` scope and purpose.”]

Opinion of Allen & Company LLC, page 39
23. Comment: Please describe the relationships, discussed on page 40, between Allen & Company and IAC and Ask Jeeves and the potential conflicts of interest arising from these relationships in the risk factors section.

Response: In response to the Staff’s comment, the disclosure has been revised on page 62.

24. Comment: Please revise the discussion of the various analyses used by Allen & Company so that recipients of the proxy statement/prospectus can understand exactly what each analysis indicates. What are they used to show? We offer some additional guidance in the comments below. As a general matter, for each analysis, please provide sufficient explanation of each step of the analysis and its conclusion such that an investors will understand how this analysis supports a conclusion that the transaction is fair.

Response: In response to the Staff’s comment, the disclosure has been revised. See page 56 through 61 (with respect to the opinion of Allen & Company) and pages 62 through 73 (with respect to the opinion of Citigroup).

25. Comment: Also, for each analysis, indicate what observations or conclusions the Ask Jeeves board reached with respect to the information that these calculations provide.

Response: Ask Jeeves has informed the Company that its board of directors did not make any specific observations or reach any specific conclusions with respect to any of the individual analyses presented by their financial advisors, but rather the board of directors reviewed and digested the analyses in their totality in reaching the board’s conclusions with respect to the advisability of the merger. The disclosure has been revised on page 54 to reflect the foregoing.

Analysis of Historical Trading Activity, page 40
26. Comment: To assist an investors understanding of the Historical Trading Analysis, please revise to use a graphical or tabular format.

Response: In response to the Staff’s comment, the disclosure has been revised on page 56.

Analysis of IAC Based on its Business Segments, page 41
27. Comment: Please clarify what OIBA refers to in the first column.

Response: In response to the Staff’s comment, the disclosure has been revised on page 57.

Analysis of Premium Paid in Comparable Merger Transactions, page 42
28. Comment: When you speak of an implied premium that the instant exchange ratio represents to comparable merger transactions, disclose the price implied by this exchange ratio.

Response: In response to the Staff’s comment, the disclosure has been revised on page 58.

Analysis of Premium Reflected in the Exchange Ratio, page 42
29. Comment: If Allen & Company calculated the premium of the merger consideration in comparison to additional average closing prices besides the 30 day trailing average (for instance, 90 day and 180 day trailing averages), please disclose these figures also.

Response: Ask Jeeves has informed the Company that neither Allen & Company nor Citigroup compared the premium of the merger consideration to the average closing prices for any other or longer period of time than the 30 day trailing average.

30. Comment: Include a textual discussion explaining the point of the graphs on page 43. In particular, describe how the instant transaction compares to others included in the survey. Also, explain what you mean by the statement that the instant exchange ratio indicates a premium “within the range of premiums paid in the comparable merger transactions”—it appears that this transaction falls at the lower end of each of the ranges provided.

Response: In response to the Staff’s comment, the disclosure has been revised. See pages 58 through 59 (with respect to the opinion of Allen & Company) and pages 69 through 71 (with respect to the opinion of Citigroup).

Analysis of Selected Comparable Merger Transactions…, page 44
31. Comment: Describe the criteria used to select comparable companies.
Response: In response to the Staff’s comment, the disclosure has been revised. See page 61 (with respect to the opinion of Allen & Company) and page 66 (with respect to the opinion of Citigroup).

32. Comment: Discuss the results of Allen & Company’s comparable transaction analysis. For instance, how does this transaction compare to the low, mean and high.

Response: In response to the Staff’s comment, the disclosure has been revised. See page 61 (with respect to the opinion of Allen & Company) and page 66 (with respect to the opinion of Citigroup).

Opinion of Citigroup Global Markets Inc., page 46
33. Comment: Please revise to conform with above comments regarding Allen & Company’s opinion. Generally, provide a textual discussion that describes what each of the analyses, including the graphical and tabular content, means to an average investor.

Response: In response to the Staff’s comment, the disclosure has been revised on pages 54-62.