May 10, 2006

More on Fairness Opinion Disclosures and the SEC Comment Process

Last month, I blogged about comments from the SEC Staff on fairness opinion disclosures. Here is another example of how the SEC comment process has evolved since the predecessor to Item 1015 of Regulation M-A was adopted: see these SEC comments relating to the merger of Alltel and Western Wireless. The comments start off relatively simple – but gradually become more complex until they ultimately require detailed disclosure to explain analytical judgments (in particular, see comments 31 and 32).

Following the receipt of these responses, the Staff issued further comments. Comments 6 and 7 provide additional examples of the level of detail the Staff may now require under Item 1015. And then the Staff had even more comments. The end result of these comments can be found beginning on page 38 of the Western Wireless proxy.