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Open Access. Powered by Scholars. Published by Universities.®

1992

Washington University in St. Louis

Malpractice

Articles 1 - 3 of 3

Full-Text Articles in Law

Responsibility Of Investment Bankers To Shareholders, Ted J. Fiflis Jan 1992

Responsibility Of Investment Bankers To Shareholders, Ted J. Fiflis

Washington University Law Review

This Article proposes that investment bankers be held responsible to shareholders. As gatekeepers for corporate control transactions, investment bankers should be liable as delegates of the board, having the same fiduciary duties of care, candor, and loyalty that directors have, as well as a duty of skill.


Fairness Opinions As Magic Pieces Of Paper, Dale A. Oesterle Jan 1992

Fairness Opinions As Magic Pieces Of Paper, Dale A. Oesterle

Washington University Law Review

I explain each suggestion in Section IV below, after I discuss the merits of the approaches of Professors Carney and Fiflis in Sections II and III. Section I contains a background discussion on the nature of fairness opinions.


Fairness Opinions: How Fair Are They And Why We Should Do Nothing About It, William J. Carney Jan 1992

Fairness Opinions: How Fair Are They And Why We Should Do Nothing About It, William J. Carney

Washington University Law Review

I believe that fairness opinions exist for two reasons: a judicial belief in the determinacy of value, and legal rules that shelter the business judgment of a board when based on reliance on the opinion of experts. Except in rare instances, investment bankers do not deliver fairness opinions for the benefit of public shareholders. Further, the nature of the fairness opinion is such that neither courts nor investors should attach too much weight to it nor impose liability because of it, except in instances of fraud.