Business Opinion Letters
Opinion letters are essential components in closing most large or complex business transactions. Part of diligence, they help reduce the risk that the transaction will not close or otherwise fail. They address many pivotal issues: Does a party have authority to close the transaction? Will closing the transaction give rise to a default in a loan or other important agreement? Will the transaction trigger regulatory violations or give rise to other legal impediments? Without these assurances, most transactions won’t close. This program will provide you with a guide to the duties and obligations of the opinion giver (including potential liability), the factual and other assumptions underlying the letters, and the rights and expectations of the recipient.
- Role of third-party opinion letters in business transactions
- Duty of care and obligations of opinion giver – and potential liability
- Determining the facts and making the assumptions that underlie opinion letters
- Rights and expectations of letter recipient
- Framework and negotiation of letters, most crucial provisions and timing of delivery
Peter Tennyson is a partner in the Costa Mesa, California office of Paul, Hastings, Janofsky & Walker, LLP, where his practice focuses on corporate transactional work, including corporate buyouts, mergers and acquisitions and the public and private placement of securities. A major portion of his practice involves the negotiation, structuring and financing of acquisitions and dispositions of privately held companies. He formerly served as vice president and general counsel of Cannon Mills Company and its parent, Pacific Holding Company. He received his B.A. from Purdue University and his J.D. from the University of Virginia School of Law.
