Gilbert E. Matthews, CFA, and Michelle Patterson, J.D., Ph.D.
This article discusses fairness opinions in affiliated party transactions and focuses on the following topics: what fairness opinions address, what “fairness” means, criticism of fairness opinions, Delaware law’s impact on their content and use, FINRA and SEC requirements, and valuation methods employed.
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Lincoln “Joe” Smith is the CEO of Boustead Securities, LLC and Sutter Securities, Inc. Mr. Smith has over 25 years of experience in the financial services industry. He started his career in Washington, D.C. with Folger, Nolan, Fleming Douglas, an NYSE broker dealer, where he served in successive roles ultimately leading to working on the equity trade desk as a trader. He then joined FINRA’s (f/k/a NASD Regulation) Enforcement Department where he was the lead examiner on all matters related to day trading. In 1999 he left FINRA to join the compliance department of Friedman Billings Ramsey & Co. (now B. Riley FBR) where he spent nearly 20 years overseeing multiple compliance related areas including anti-money laundering, creating and implementing written supervisory procedures, registration, continuing education, and managing conflicts of interest. In this role he was also responsible for interactions (e.g. examinations, inquiries, etc.) with industry regulators including the SEC and FINRA.
Mr. Smith holds a B.S., Criminal Justice and Psychology degree from Radford University. Holds FINRA SIE, Series 7, 24, 53, 55, and 63 licenses.
Mr. Gurley joined Sutter Securities, Inc. 2021 and brings substantial capital markets and corporate finance experience to client engagements across many sectors. He has assisted entrepreneurs, investors and shareholders of companies by facilitating growth, increasing shareholder value and creating liquidity events through recapitalizations and equity financings.
Prior to joining Boustead, Mr. Gurley advised numerous start-ups in the Los Angeles Ecosystem. In addition, Mr. Gurley served as an investment banker and sales/trader for Newport Coast Securities, based in New York. There, he established the first New York branch which became one of the highest-producing branches at the company.
Mr. Gurley worked for 15 years at East Shore Partners, creating the company’s first Options Division, which went on to become the highest-margin business for the company. Mr. Gurley specialized in Biotechnology stocks, working on the sales trading desk and in conjunction with the senior partners of the firm. Before joining East Shore Partners, he served as Vice President at Gruntal and Company where he built his institutional business.
Mr. Gurley holds a Bachelor’s Degree in Business in Finance and MIS, from The University of Virginia.
Holds FINRA Series 7, 24, 63 security licenses.
Registered with Sutter Securities, Inc.
Chief Legal Officer and General Counsel BCL
Chris Parrington, Chief Legal Officer and General Counsel of Boustead & Company Limited, has been practicing law since 2004. Chris was in private practice as a partner and of counsel for national law firms until he joined Boustead in 2023, where he regularly represented financial institutions including banks, broker / dealers, registered representatives, investment advisory firms and registered investment advisors in a variety of capacities. Chris has almost 20 years of experience litigating customer complaints and industry-related disputes in state and federal courts throughout the United States, as well as arbitrating customer and industry disputes before FINRA-appointed arbitration panels. Chris also has significant experience representing clients in defense of investigations and enforcement proceedings commenced by FINRA, the SEC and state securities regulators, including appeals to the National Adjudicatory Council (“NAC”). In his private practice, Chris regularly advised financial institutions and their associates on compliance with state and federal laws, rules and regulations, in addition to advising clients on general legal matters in the capacity of outside general counsel. Prior to entering private practice, Chris was a judicial clerk for the Honorable Heidi S. Schellhas, Judge of the Minnesota Court of Appeals. Chris is regularly asked to make presentations and write articles on significant legal and compliance issues in the financial services industry.
Since 2014, Chris also has significant experience representing companies operating in the state-legal cannabis industry including licensed operators, investors, and ancillary product and service providers. Chris has assisted cannabis clients in a variety of means including preparing license applications, raising capital, mergers and acquisitions, preparing contracts, and corporate structuring. Chris also regularly advises cannabis companies on best practices for compliance with federal guidance, and state and local government laws, rules and regulations, in addition to assisting cannabis clients in defense of regulatory investigations and enforcement proceedings. Chris is recognized as one of the leading legal and compliance professionals in the cannabis industry throughout the United States.
Chris earned a B.S. in History from Montana State University – Bozeman, and a J.D. from the University of St. Thomas – Minneapolis, where he was a member of the inaugural graduation class. Chris is licensed to practice law in Minnesota, Montana and North Dakota, in addition to numerous federal courts throughout the United States.
CEO and CCO SSC, CCO BSL
John is an experienced legal and investment professional. Through his role as CEO of Sutter Securities Clearing, a FINRA registered broker-dealer, he has extensive experience managing 15c2-4 separate accounts for the transmission and maintenance of payments for both private placement and registered securities offerings. John also oversees and manages all Trust activity.
Prior to Sutter, John worked in operations at Science, Inc., where he provided support to its portfolio companies from formation and corporation
governance to bridge venture round financing. Prior to Science, John worked in Microsoft Corporation’s business practice group including: Merger & Acquisitions Corporate Governance, Domestic and International Tax, and Treasury. John earned a B.S in Molecular, Cellular, Developmental Biology from the University of Washington, and holds FINRA Series 7, 66 and 99 securities licenses.
Registered with Boustead Securities, LLC, Sutter Securities, Inc. and Sutter Securities Clearing, LLC
Tad Bull joined Boustead and Sutter in 2017 as the Firm’s Financial Operations Principle. Mr. Bull has over 25 years of experience in the brokerage industry. Starting his career in New York City as a founding member of K. Aufhauser & Company. Aufhauser developed the first internet stock trading platform. Mr. Bull established the equity trading desk and held executive management committee positions within the operations and compliance departments. TD Ameritrade Corporation purchased Aufhauser in 1995.
After the completion of the sale of Aufhauser Mr. Bull established RLB Securities, Inc. and Rubicon Consulting Group, LLC both of which are consulting firms specializing in financial and investment banking regulatory compliance.
Mr. Bull holds a Certified Regulatory Compliance Certificate from Georgetown University.
Mr. Bull holds FINRA Series 4, 7, 24, 27, 55, 63, and 65 licenses.
Satya Chillara joined Boustead Securities in 2021 and brings over 20 years of Wall Street (Investor Relations/Sell-Side/Buy-Side) and 10 years of technology industry experience.
Most recently, Satya was a Vice President of Corporate Development and Investor Relations at Aemetis, a biofuels company. Satya spent a couple of years in the renewable space in biofuels, solar, wind, and other renewable areas in the USA and India.
Before this, Satya Chillara spent seven years working for Hedge funds as an Assistant Portfolio Manager and Director of Research with funds under management of $1.8B. He also consulted with many Hedge funds during the financial crisis.
In the sell-side arena, Satya worked for the following investment banks; WR Hambrecht, RBC (Royal Bank of Canada) Capital Markets, American Technology Research, and Pacific Growth Equities. . During his sell-side career, he interacted and worked with VCs, private equity shops along with investment bankers pitching ideas. In addition to raising money in the USA, he was responsible for bringing IPO deals from Singapore and Taiwan. Satya was ranked #3 in the Wall Street Journal’s Survey in 2003 and frequently quoted/appeared in Barron’s, CNBC, WSJ, Investor’s Business Daily, and other magazines.
Satya spent 10+ years in the semiconductor industry and worked for National Semiconductor, Fujitsu, VLSI technology, and ChipPAC. At ChipPAC, he managed a $300M product line with full Profit& Loss responsibility.
Satya graduated with M. S. in Chemical Engineering from the University of Missouri and a B. S. from S. V. University in India. Satya has published numerous papers and 11 patents to his credit. Holds FINRA licenses, Series 7, 63, 65, 86, and 87 licenses.
Registered with Sutter Securities, Inc.
Greg Yankovsky joined Boustead Securities, LLC in 2020 as Senior Managing Director. Born and raised in Japan, Greg came to the U.S. at age 18 and is a U.S. Air Force veteran.
Greg, based in Las Vegas, began his securities work at Bateman Eichler Hill Richards. From 1985 until 1995 Greg worked in branch management at Paine Webber. In 1995, Greg transitioned into independent production, working in clearing through Bear Stearns, Fidelity and Pershing. Other firms Greg has worked with include Capital Bay Securities, Roundhill Securities, Genesis Merchant Group Securities, National Securities, and McNally Financial.
Greg received his BA from Stanford University in 1969 and has a working knowledge of Japanese and Russian.
Holds FINRA Series 4, 7, 9, 24 and 63 licenses.
Registered with Sutter Securities, Inc.
Philip Peredo is a Managing Director of Boustead Securities, LLC and Sutter Securities, Inc. and is based in Las Vegas, Nevada. Prior to Boustead and Sutter, Phil was a Financial Advisor at Merrill Lynch. Phil is also an investor in the entertainment and hospitality industries in Las Vegas and Southern California.
Originally from the New York City area, Phil operated an offshore outsourcing and procurement business for several years. He has also spent time in the non-profit world as a Director at Goodwill Industries. Prior to this, Phil worked in the Procurement Office of the law firm of O’Melveny & Myers. Phil spent his early career in government and electoral politics prior to entering the business world as a Congressional Staffer, elected official, and White House Intern.
Phil enjoys stand-up comedy and playing tennis in his free time.
Holds FINRA Series 7 and 66 licenses.
Registered with Sutter Securities, Inc.
Frank Sorbara joined Boustead Securities, LLC and Sutter Securities, Inc. in 2021 and is a 25-year veteran of the securities industry, beginning his career on Wall Street in the heart of the financial district before moving to Florida in 2010. Prior to joining Boustead, Frank was a Vice President at Westpark Capital, Inc. and worked on syndicate transactions such as IPOs and Secondary Offerings. Prior to Westpark, Frank spent 13 years at Joseph Stevens.
Frank works with high-net-worth individuals, and well as institutions, to navigate the myriad of opportunities available in the marketplace to invest in growth companies. Frank is well versed in SPACs (Special Purpose Acquisition Company), IPOs, secondary financings, and private placements, and has built lifelong client relationships. On a personal note, he is an avid fisherman, huge football fan and father of three.
He holds FINRA Series 7, 9/10, 63, and SIE licenses.
Mr. Gus Rodrigo III, a native Floridian, joined Boustead Securities, LLC. and Sutter Securities in 2021. Mr. Rodrigo III is a 20-year veteran and has over two decades of experience in the banking industry. Prior to joining Boustead, Mr. Rodrigo III worked at Westpark Capital, Inc., a full-service investment banking and securities brokerage firm. During his tenure, Mr. Rodrigo III was a top producer and participated in hundreds of IPOs, PIPEs, and secondaries which ultimately led to capital raises in excess of $1,000,000,000. Previously Mr. Rodrigo III worked for Investors Capital Corporation (ICC), a publicly traded and nationally recognized broker dealer. While there, Mr. Rodrigo III helped establish a team of brokers with ultimate accountability for the management of 1,000’s of accounts and portfolio assets in the tens of millions.
In his spare time, Mr. Rodrigo III enjoys traveling the world with his wife, Dr. Fanny Gonzalez, and his two daughters. He also enjoys bicycling and playing racquet ball. Mr. Rodrigo III holds FINRA Series 7, 63, and SIE licenses.
Philip Rosensweig joined Boustead Securities, LLC and Sutter Securities, Inc. in 2021 and has been distributing syndicate and investment banking products, including SPACs, for 37 years. While studying at Pace University, Mr. Rosensweig interned on the floor of the New York Stock Exchange with Spear Leeds and Kellogg as a Specialist’s Assistant. Upon graduation Philip became a Municipal Bond Account Executive for Liss, Tenner and Goldberg. Mr. Rosensweig relocated to South Florida to work for Prudential Bache Securities and enter their training program. Philip was promoted to Vice President, and then to Miami office Sales Manager. Mr. Rosensweig then joined Smith Barney where he attained the recognition of membership in the Regional Director’s Club and a served as Regional Liaison to the Investment Banking Department. After leaving Smith Barney, Mr. Rosensweig joined Dean Witter (now known as Morgan Stanley) and served as Senior Vice President, receiving multiple awards for Executives in Insurance and Annuities, Mutual Funds (InterCapital), and the firm’s Equity Club (Top 100 producing stockbrokers).
In July 1999 he established Financial Advisors.com, dba The Financial Advisor’s Network, to facilitate the distribution of syndicate and investment banking products though the Independent Broker Dealer and Registered Financial Advisor channels.
Mr. Rosensweig has appeared live and recorded for local television newscasts for both channels 4 and 10 (Miami, Florida), and by The Miami Herald, El Nuevo Herald (local Daily Newspapers) to speak at their “Making Money” conferences. In 2006, the SunPost (a local Miami Beach newspaper) named his company “Best Financial Advisors.” Mr. Rosensweig, a graduate of Pace University holds FINRA series 6, 7, 52 and 79 licenses.
Chris Gardner is a Senior Managing Director at Sutter Securities. Gardner is the CEO of Happyness and his first book, ‘The Pursuit of Happyness’ became a New York Times and Washington Post #1 Bestseller that has been translated into over 40 languages including 6 dialects, and is currently being translated in Arabic for the first time.
Gardner’s book inspired the critically acclaimed film of the same name, starring Will Smith playing Gardner, who received a Golden Globe, Screen Actors Guild and Academy Award nomination for his performance. Gardner’s second bestselling book, “Start Where You Are” was published in May of 2009 – a year into the Global Financial Crisis.
In the early 1980’s, Gardner became a working homeless Veteran with a toddler son. Without knowing the names, circumstances, social or social conditions, Gardner consciously chose to break every cycle that he was born into. Child abandonment, Child abuse, alcoholism, domestic violence, fear, poverty, and illiteracy. He also decided that he would become WORLD CLASS as whatever he did in his life. This decision led him to a career on Wall Street. He now has over 30 years of experience in the financial services industry.
A very big part of what Gardner wants to do with the rest of his life is simple; he wants to help create the next ‘Chris Gardner.’ The message is equally simple; If I can do this, than you can do that.
Holds FINRA Series 7, 24, 27, and 53 licenses
James joined Boustead Securities, LLC and Sutter Securities, Inc. in 2021. Prior to joining Boustead, James was a Financial Consultant with Westpark Capital, Inc. where he focused on retail investors’ participation in syndicate transactions such as IPOs, Secondary Offerings, and the warrant exercise process.
James Munro was born and raised in Washington State. He attended college at Florida International University in Miami, where he graduated in 2018 with a BS in finance. A nature enthusiast in his free time, James enjoys fishing, hiking, kayaking, and volunteering his time to organizations that better the environment.
He holds FINRA Series 7, 24, 66, and SIE licenses, as well as Florida Variable Life & Health 2-15 licenses
Mr. Mollard Joined Boustead Securities, LLC and Sutter Securities, Inc. in 2021 as Head of Syndicate, a role he has flourished in over the last six years of his career. He is an 18-year veteran in the securities industry, mostly focusing on the placement of new issue IPOs and Secondary Offerings. Mr. Mollard brings experience, connections and work ethic to the Boustead brand, as he works to expand the firm’s syndicate distribution.
Prior to joining Boustead Securities, LLC and Sutter Securities Inc, he spearheaded the expansion of West Park Capital Inc.’s Syndicate Department. During his Westpark tenure Mr. Mollard successfully placed more than $500,000,000 worth of new issue IPOs and Secondary Offerings as a consistent top producer. The total size of the 1,000 or so offerings Mr. Mollard has been involved in is greater than $1,000,000,000. Prior to Westpark, Mr. Mollard held Sr. Vice President positions at Aegis Capital Corp and Dawson James Securities where he managed accounts for high-net worth individuals.
Mr. Mollard grew up in Newton, MA where he attended The University of Massachusetts, Amherst. He enjoys spending time with his fiancé and two children, watching sports, traveling, and exotic sports cars (one pictured above). He holds FINRA Series 7, 63 and SIE licenses.
Roberto Villaseñor has been involved in Mergers & Acquisitions, Valuations and Corporate Finance for over thirty years, including exclusive sales of companies, Fairness Opinion Letters, restructurings, divestitures, joint ventures, strategic alliances and capital raisings – such as public offerings and private placements. Mr. Villaseñor’s career experience encompasses over 100 financial advisory assignments and transactions totaling over $1 billion in value in industries such oil & gas, chemicals, retail, apparel, food products, medical products, building products, commercial banking and Internet technology services.
In addition to advising companies as an independent investment banker in New York City and Southern California, Mr. Villaseñor has had significant experience in M&A and Corporate Finance at the major bracket New York investment banking firm Wertheim Schroder & Co.,
Inc., and the New York M&A firms Financo, Inc. and Translink International, Inc. (Swiss based firm concentrating on cross-border middle-market transactions). Earlier in his career Mr.Villaseñor was involved in corporate planning, valuations and M&A at the multinational energy company Conoco, Inc., covering the areas of refining, chemicals and pipelines.
Additionally, Mr. Villaseñor has provided Litigation Support Advisory (including forensic accounting) and has worked as a CFO/Sr. VP Finance of two Southern California start-up Internet technology service companies, U.S. Encode Corporation and Nami Media Inc., and CFO of a small New York publicly traded mini-conglomerate, DSI Industries, Inc.
Mr. Villaseñor’s educational background includes an MBA in finance and accounting from Stanford Graduate School of Business in 1978 and a BSE in Chemical Engineering from Princeton University with a concentration in Polymers, Business and Economics in 1976.
Registered with Sutter Securities, Inc.
Registered with Sutter Securities, Inc.
Registered with Sutter Securities, Inc.
