17 C.F.R. § 229.1015

(Item 1015) Reports, opinions, appraisals and negotiations

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(a) Report, opinion or appraisal. State whether or not the subject company or affiliate has received any report, opinion (other than an opinion of counsel) or appraisal from an outside party that is materially related to the Rule 13e-3 transaction, including, but not limited to: Any report, opinion or appraisal relating to the consideration or the fairness of the consideration to be offered to security holders or the fairness of the transaction to the issuer or affiliate or to security holders who are not affiliates.

(b) Preparer and summary of the report, opinion or appraisal. For each report, opinion or appraisal described in response to paragraph (a) of this section or any negotiation or report described in response to Item 1014(d) of Regulation M-A (§ 229.1014) or Item 14(b)(6) of Schedule 14A (§ 240.14a-101 of this chapter) concerning the terms of the transaction:

(1) Identify the outside party and/or unaffiliated representative;

(2) Briefly describe the qualifications of the outside party and/or unaffiliated representative;

(3) Describe the method of selection of the outside party and/or unaffiliated representative;

(4) Describe any material relationship that existed during the past two years or is mutually understood to be contemplated and any compensation received or to be received as a result of the relationship between:

(i) The outside party, its affiliates, and/or unaffiliated representative; and

(ii) The subject company or its affiliates;

(5) If the report, opinion or appraisal relates to the fairness of the consideration, state whether the subject company or affiliate determined the amount of consideration to be paid or whether the outside party recommended the amount of consideration to be paid; and

(6) Furnish a summary concerning the negotiation, report, opinion or appraisal. The summary must include, but need not be limited to, the procedures followed; the findings and recommendations; the bases for and methods of arriving at such findings and recommendations; instructions received from the subject company or affiliate; and any limitation imposed by the subject company or affiliate on the scope of the investigation.

Instruction to Item 1015(b): The information called for by paragraphs (b)(1), (2) and (3) of this section must be given with respect to the firm that provides the report, opinion or appraisal rather than the employees of the firm that prepared the report.

(c) Availability of documents. Furnish a statement to the effect that the report, opinion or appraisal will be made available for inspection and copying at the principal executive offices of the subject company or affiliate during its regular business hours by any interested equity security holder of the subject company or representative who has been so designated in writing. This statement also may provide that a copy of the report, opinion or appraisal will be transmitted by the subject company or affiliate to any interested equity security holder of the subject company or representative who has been so designated in writing upon written request and at the expense of the requesting security holder.

Notes of Decisions

Cited in 3 cases (1 in the last 5 years), 2000–2025 · leading case: Polar Int'l Brokerage Corp. v. Reeve, 108 F. Supp. 2d 225 (S.D.N.Y. 2000).

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Polar Int'l Brokerage Corp. v. Reeve, 108 F. Supp. 2d 225 (S.D.N.Y. 2000). “13e-100, at Item 9 (citing 17 C.F.R. § 229.1015 ). Plaintiffs also allege that, contrary to the requirements of Rule 13e-3, defendants "simply staled that the [Offer] was fair and reasonable without supplying the underlying support for their opinion.”

Neal A. Mitchell, Individually & on Behalf of All Others Similarly Situated v. Taro Pharm. Indus. Ltd., Dilip Shanghvi, Abhay Gandhi, Uday Baldota, Linda Benshoshan, James Kedrowski, Oded Sarig, Robert Stein, Sudhir Valia & Sun Pharm. Indus. Ltd. (S.D.N.Y. 2025). · cites it 2× “) In support of his argument, Plaintiff points to Item 1015(b) of Regulation M-A, 17 C.F.R. § 229.1015 , which delineates what information proxy solicitations in merger transactions must include with regard to financial reports.”

Mack v. Resolute Energy Corp. (D. Del. 2020). “See 17 C.F.R. § 229.1015 . Under Seinfeld, a failure to comply with specifically required SEC disclosures—like Regulation G— makes the omission of such information from a proxy statement a violation of Section 14(a) and Rule 14a-9.”

Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.