If applicable, whether the transaction meets state and federal interstate merger requirements.
The price may increase by as much as 25percentt if the transaction meets certain unspecified conditions, they said.
Fairfax, not Bank of America, put together the deal in the first place, and the insurer has repeatedly said the transaction met all the rules.
The chief executive of Trizec, Timothy H. Callahan, said in an interview yesterday that the transaction met his goals of reducing debt and positioning the company for other opportunities.
The Court explained that it may still be difficult to obtain dismissal of a plaintiff's complaint challenging a going-private transaction without discovery to determine if the transaction meets the MFW criteria.
"Since the described transaction meets an important corporate purpose by benefiting the corporation," he said, "and since the new corporation is a distinct entity from the co-op with a different mixture of shareholders, it would appear to be a proper transaction".
Particularly in a parent-subsidiary context, a showing that the action taken was as though each of the contending parties had in fact exerted its bargaining power against the other at arm's length is strong evidence that the transaction meets the test of fairness.
The agreement was unanimously approved by Phoenix's board of directors and is expected to close before year's end, provided the transaction meets customary closing conditions as well as the approval of the company's stockholders.
Here, regulators play an important oversight role, by setting the rules for capital relief transactions and by determining whether specific transactions meet appropriate standards.
During those hearings, bank representatives repeatedly stressed that they were not responsible for how a client disclosed its dealings with the bank, adding that their transactions met the literal requirements of the law.
