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DBTC paid $83,450 of the $111,270 for services rendered (and
disbursements made) before July 21, 1991, in investigating the
products, services, and reputation of Norwest and BBNA,
ascertaining whether Norwest and BBNA would be a good business
fit for DBTC, and ascertaining whether the proposed transaction
with Norwest and BBNA would be good for the Davenport community.
None of the $83,450 was for fees or disbursements related to
services performed by L&W in negotiating price, working on the
fairness opinion, advising DBTC’s board with respect to fiduciary
duties, or satisfying securities law requirements.
Twenty-three thousand, seven hundred dollars of the $111,270
related to services performed (and disbursements made) by L&W in
late July and August 1991 in connection with Norwest's due
diligence review. The remainder of the amount alleged to be
deductible ($4,120) related to services performed (and
disbursements made) by L&W in connection with investigating
whether Norwest's director and officer liability coverage would
protect DBTC's directors and officers following the transaction,
for acts and omissions occurring beforehand. At the time of the
services, DBTC had a director and officer policy that was due to
expire on January 23, 1992. Norwest agreed with DBTC to maintain
insurance until at least January 18, 1995, that would protect
DBTC's directors and officers against acts and omissions
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Last modified: May 25, 2011