4274. General disclosure

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    1. Professional opinions prepared in connection with the subject transactions must provide disclosure that:

      1. enables the directors and security holders of the particular issuer to understand the principal judgments and principal underlying reasoning of the valuer in its professional opinion, and

      2. form a reasoned view on the valuation conclusion or the opinion as to fairness expressed therein.

    2. In reaching a valuation or fairness conclusion, a Dealer Member must consider certain information such as, valuation approach, definition of value, key assumptions. That information is described in Part E of Rule 4200 and may be important and required to be disclosed in a professional opinion.
    3. If the Dealer Member receives any expressions of concerns relating to its proposed disclosure in a professional opinion that contain competitively or commercially sensitive information regarding an interested party or issuer:
      1. The Dealer Member may seek a decision of the special committee of the issuer's independent directors as to whether the perceived detriment to an interested party outweighs the benefit of disclosure of such information to the readers of the professional opinion.
      2. Compliance of the Dealer Member with any such decision of a special committee will constitute compliance with IIROC standards in respect of the matters that are the subject of the decision.

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