A Fairness Opinion is an independent qualified third-party financial expert’s statement as to the “fairness”, from a financial point of view of a specified financial transaction, based on professional judgment supported by collected data. The “fairness” is from the standpoint of a certain designated party or parties, usually vis-a-vis minority shareholders.
Fairness opinions are established on the basis of a valuation report and require an in-depth analysis of the companies involved and the terms and conditions of the transaction. Fairness opinions are used to support decision making by corporate leadership and to assist shareholders or affected parties in evaluating the terms of such a proposal.
In rendering a fairness opinion, we evaluate:
- The value of the business or assets transferred or exchanged.
- The value and form of consideration received or paid.
- Available alternatives offering greater value than the proposed transaction, determined by different approaches, including a testing of the market.
Our Fairness Opinions are prepared for:
- Corporate mergers, sales and refinancing a proposed acquisition, merger, divestiture, affiliate transaction, or other corporate transaction.
- Complex transactions, or situations involving potential conflicts of interest.
- The Trustees of an ESOP to provide needed assurances that the ESOP is not paying more than fair market value for the stock it is acquiring, and that the transaction is fair from a financial point of view.
A Solvency Opinion is a financial opinion usually issued for lenders before committing a loan to close a transaction to address certain financial tests of solvency. Our opinions are available for boards as additional protection in the case of a subsequent “fraudulent conveyance” or a “fraudulent transfer of assets” attack.
Other types of Capital Adequacy Opinions include:
- Surplus opinions,
- Reasonably equivalent value opinions,
- Insolvency opinions, and
- Viability opinions.