Ha2016 liquidating trust
For companies with certain types of illiquid but valuable intellectual property, the liquidating trust’s simplicity and lower cost can make it superior to other alternatives.For example, for a small biotech with drug development programs out licensed to third parties, the liquidating trust can be a cost effective way to collect milestones and royalties for a period of time while open issues are resolved and a transaction can be closed to monetize the licensor interest.The courts have reinforced this position with a string of opinions which both narrowly tailor the role of financial advisors in such transactions and appear to limit their duties of disclosure in connection with financial analyses and the issuance of fairness opinions. The opinion absolved Credit Suisse First Boston ("Credit Suisse") of liability arising out of its engagement as financial advisor to HA-LO Industries ("HA-LO") in connection with HA-LO's acquisition of ("Starbelly").
Introduction In recent years the role of financial advisors in M&A transactions has garnered increased attention.
Traditionally viewed as a sort of insurance policy for disappointed buyers, financial advisors are now more commonly viewed as service providers responsible for specified duties. Court of Appeals for the Seventh Circuit recently held that financial advisors are only liable for damages resulting from specifically contracted duties.
After giving effect to the $1.00 per unit liquidating distribution paid on August 23, 2016 and the $0.50 per unit liquidating distribution paid on November 22, 2016, the current estimate represents a decrease in liquidating distributions of $0.11 per unit from the Company’s estimate at June 30, 2016.
The decrease is primarily the result of (i) a decrease in the liquidation value of the Company’s Houston, Texas residential property due to a decrease in property net operating income and (ii) a decrease in the liquidation value of the Company’s Lisle, Illinois office property as a result of the loss of a tenant resulting in additional lease up and tenant improvement costs.
Further, this response expresses the Division’s position on enforcement action only.