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Fairness Opinions

A Fairness Opinion from a disinterested valuation firm provides decision makers with an independent analysis of the transaction, unbiased by commissions and other potential conflicts.

 

Purpose of a Fairness Opinion by an independent firm:

  • Documents the results of the valuation process and the financial issues that were taken into consideration.

  • Provides the buy side or sell side fiduciaries (board of directors or board of managers) with a written opinion that the value arrived at is fair from a financial point of view.

  • Does not opine that the transaction is the best deal available, only that the subject transaction is fair from a financial point of view.

  • Provides tangible evidence that can be used in litigation to demonstrate that the fiduciaries acted reasonably and on a well-informed basis.

  • Provides transaction insight to fiduciaries from a source that is unbiased by transaction or other performance commission.
  •  

    Private and public companies are referred to Marshall & Stevens by outside legal counsel and other trusted advisors to provide independent Fairness Opinions for their important transactions.

    If there is a concern that even one shareholder may challenge the controlling shareholder(s), management, board of directors, or board of managers – claiming that a transaction being pursued results in unfair treatment to minority shareholders, then a Fairness Opinion should strongly be considered to protect the decision makers.

    SPAC / de-SPAC: Fairness opinions are recommended for Special Purpose Acquisition Companies (SPACs) merger, acquisition and other transactions. SPAC fiduciaries are encouraged to engage an independent advisor to provide a Fairness Opinion that addresses fairness from the financial point of view to either the SPAC (buy-side) or the target (sell-side). SPACs have the same public company financial reporting compliance requirements as every other public company (FASB, SEC, PCAOB).

    ESOPs: For ESOP transactions, a Letter of Adequate Consideration is oftentimes requested rather than a Fairness Opinion. The two are similar in that the goal is to provide the transaction fiduciary(ies) with financial guidance from a qualified firm.

    How Marshall & Stevens can help with Fairness Opinions

    Our Transaction Opinion team collaborates with our internal multi-disciplinary professionals to provide the value analyses and fresh independent opinions to fiduciaries, financing sources and investors for public and private company transactions.

    Transaction Advisory

    Boards of Directors and Trustees have a fiduciary responsibility for the way noncontrolling shareholders are treated in recapitalization, cash-out dividend, merger, acquisition, divestiture, & other material trans...

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    Solvency Opinions

    A common myth is that when two parties are dealing at arm’s length there is no such thing as “too good of a deal.” This view ignores the laws relating to solvency. If a transaction...

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    ESOP Valuations

    Our ESOP Valuation professionals provide independent valuation and advisory services for ESOP formation and annual reporting. We work with corporate shareholders, independent trustees, trust committees...

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    Frequently Asked Questions

    • Marshall & Stevens provides valuation, solvency/insolvency opinions, and other consulting services to assist with bankruptcy, restructuring and recapitalization transactions.

    • Marshall & Stevens performs hundreds of valuations and cost segregation analyses every year for renewable energy project developers, sponsors, and investors.

    • Marshall & Stevens has a large team of valuation professionals, all of which have industries where they have a particular expertise, including: agriculture, automotive, chemical, construction and engineering, consumer products, energy and infrastructure, entertainment and media, food and beverage, healthcare, hospitality and gaming, manufacturing and distribution, real estate, professional services, technology.

    • Marshall & Stevens values companies and assets around the world. Our staff travels as necessary to conduct site inspections, management interviews and perform other due diligence.

    • The Marshall & Stevens ESOP practice includes valuation, transaction advisory, and investment banking for ESOPs.

    • The IRS expects that gifts of equity in a business or operating asset (i.e. real estate) be performed by a “qualified appraiser” as defined by the IRS.

      Reporting a value to the IRS that is below the IRS’ opinion of fair market value may lead to additional taxes and penalties on the transaction.

      A fractional interest in a business is not typically equal to the respective percentage in the total value. Matters of control in the business and marketability of the equity often leads to a material discount from the pro rata value.

    • Financial reporting compliance requires a determination of fair lease rate.

    The Marshall & Stevens Difference

    Marshall & Stevens provides Fairness and Solvency Opinions, valuation analyses, investigative accounting, and expert witness services to assist public and private clients with their important transactions and litigation matters.

    Our Locations

     

    Client Highlights

    Here are a few client success stories from public and private companies we’ve worked with

    Fairness Opinion Contacts at Marshall & Stevens

    Martin Hanan

    CFA, MBA

    National Practice Lead

    Background

    Martin Hanan is a Managing Director with 40 years of business valuation, transaction and business economics consulting experience. He was the founder and President for ValueScope, and joined Marshall & Stevens in 2024, with their acquisition of ValueScope. He works primarily in transaction advisory and financial valuation.

    Having created two industry-leading firms, Mr. Hanan has managed hundreds of engagements for other professional advisors, and government and corporate clients in a wide array of industries.

    Mr. Hanan’s expertise includes the valuation of closely held business interests, financial derivatives, and intellectual property; governance issues including executive compensation; and financial and tax reporting issues including transfer pricing, transactional assistance and methods designed to accelerate corporate cash flow and value.

    Mr. Hanan’s strengths include deep insight into econometrics, theory and methodology, business appraisal, and empirical analysis. He is highly analytical, quantitative and creative, and utilizes these skills in assignments ranging from value measurement to value harvesting to expert testimony.

    Professional Highlights

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    • The CFA Institute
    • Dallas Society of Financial Analysts
    • Beta Gamma Sigma Alumni - Dallas Chapter
    • Scale Marketing LLC, Director
    • Director, Project Chimps (non-profit)
    • Former Director, Einstein Noah Bagel Corp.
    • Former Director, Luna Carpet, Inc. 
    • Former Director, Board of Trustees, Alliance for Higher Education / North Texas Regional Center for Innovation and Commercialization
    • ValueScope, Inc.
      Founder and President, 2001-present
    • Business Valuation Services, Inc. 
      Founder and President, 1987-2000
    • H.D. Vest Business Valuation Services, Inc.  
      President, 1987
    • Touche Ross & Co. 
      Senior Manager, Valuation Engineering and Appraisal Services, 1986-1987
    • Arthur D. Little Valuation 
      Manager, 1983-1986
    • Motorola Govt. Electronics Group
      Design and Manufacturing Engineer, 1978-1982

    Jason Wainwright

    ABD, CFA

    Managing Director

    Background

    Jason Wainwright is a Managing Director with two decades of experience working in financial valuation. He joined Marshall & stevens in 2024 with the acquisition of ValueScope.

    Mr. Wainwright has worked on and managed numerous business valuations and projects for firms spanning multiple industries, including energy, defense, consumer products, professional services, and healthcare. These projects have included financial modeling and Monte Carlo simulation, analysis of distressed debt investments, business appraisals, valuation of complex securities, litigation support, statistical and econometric forecasting and analysis, and corporate consulting projects including strategy, value enhancement, and capital structure optimization.

    Mr. Wainwright’s prior industry experience includes serving as a senior analyst for one of the nation’s leading aerospace and technology companies, Lockheed Martin, where he held key positions in both the finance and strategy departments. His work there included the qualification and analysis of merger and acquisition candidates as well as assessing new business opportunities in the energy market. Additionally, he supported the development of the organization’s annual strategic plan and market forecast and conducted competitive intelligence research. Prior to Lockheed Martin, Mr. Wainwright was a contributing author and editor at Kaplan Schweser, a global education company focused on preparing professionals for financial designations. He has authored content related to quantitative financial analysis, asset management, financial risk management, alternative investment analysis, securities analysis, and valuation.

    Mr. Wainwright is recognized in the areas of new business analysis and strategic planning. His strengths include deep insight into investment opportunities and the preparation of investment analyses and recommendations.

    Professional Highlights

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    • CFA Institute
    • CFA Society of Dallas-Fort Worth 
    • ValueScope, Inc.
      2014-present
        ‣ Managing Director, 2025-present
        ‣ Director, 2022-2025
        ‣ Senior Manager, 2015-2022
        ‣ Manager, 2015
        ‣ Senior Associate, 2014-2015
    • Lockheed Martin Missiles and Fire Control
      2011-2014
        ‣ Strategic Senior Planning Analyst, 2013-2014
        ‣ Senior Financial Analyst, 2011-2013
    • Kaplan Schweser 
      Content Specialist, 2008-2011
    • Lockheed Martin Missiles and Fire Control
      Contracts Negotiator, 2005-2008

    John Agogliati

    ASA, CFA, MBA

    Practice Leader, Senior Managing Director

    Background

    John Agogliati is Senior Managing Director for Marshall & Stevens Transaction Advisory Services, LLC providing Dispute Resolution & Litigation Support, Fairness Opinions & Solvency Opinions.

    Mr. Agogliati has been in the financial valuation industry since 1998. He performs valuation analyses of closely held companies, financial instruments, derivatives, and complex assets for transactions, litigation, estate and gift tax planning and reporting, and financial reporting purposes in a variety of industries. He leads Fairness Opinion and Solvency Opinion assignments.

    Mr. Agogliati serves as a valuation consultant and as an expert witness in matters such as business interruption, breach of contract, product liability, shareholder oppression, legal malpractice, and accountant malpractice, among others for matters that have come before bench trials, jury trials and panel arbitrations. 

    Prior to joining Marshall & Stevens in 2017, Mr. Agogliati worked in the valuation practice of multiple accounting firms including Deloitte, LLP. Mr. Agogliati earned a Master of Business Administration degree in Finance and a Bachelor of Science in Chemical Engineering with a minor in Economics from Lehigh University.  He is a Chartered Financial Analyst (CFA®) Charterholder and an Accredited Senior Appraiser (“ASA”) in business valuation.   He is a member of the CFA Institute, the New York Society of Security Analysts and the American Society of Appraisers.

    Professional Highlights

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    • Member, CFA Institute
    • Member, New York Society of Security Analysts
    • Member, American Society of Appraisers
    • Marshall & Stevens, Inc.
      Senior Managing Director, 2017-present
    • Anchin, Block & Anchin LLP
      Senior Consultant, 2017
    • Berdon LLP
      Principal – Litigation, Valuation and Dispute Resolution Group, 2004-2017
    • Deloitte & Touche
      Manager, 1998-2004
    • Fuss & O’Neill
      Chemical Engineer, 1995-1996
    • Ogden Martin Systems
      Chemical Engineer, 1994-1995

    Darleen Armour

    ASA, MBA

    Managing Director

    Background

    Darleen Armour is a Managing Director for the Financial Valuation and Consulting practice with Marshall & Stevens. She is responsible for all financial valuation assignments in the West Region. Ms. Armour leads the Technical Standards Committee for the national Financial Valuation & Consulting practice.

    Ms. Armour has been in the valuation business since 1987. Her experience includes Fairness Opinions, Solvency Opinions and the valuation of businesses, intangible assets, and securities for financial reporting purposes (purchase price allocation and impairment), estate and gift tax reporting, equity compensation/stock options (IRC 409A), ESOPs, and litigation support.

    Ms. Armour works with public and private companies in a wide range of industries. She has a great amount of experience in the valuation of entertainment and media companies and their intangible assets including film libraries and music catalogs.

    Prior to joining Marshall & Stevens, Ms. Armour has served as Director of BDO’s Valuation and Business Analytics practice, Senior Vice President at FMV Opinions, Inc., and Senior Vice President at Houlihan Lokey Howard & Zukin, Inc.

    Ms. Armour served as an Adjunct Professor at California State University, Fullerton teaching a Graduate Level Business Valuation/Mergers & Acquisition Course from 2010 to 2018.

    Ms. Armour has been qualified as an expert witness, has provided testimony, and been a neutral third appraiser in arbitration and legal proceedings.

    She is an active member of the Association for Corporate Growth having served on the Orange County Board of Directors from 2001 – 2020 and is a member of the Membership Committee for the Los Angeles Chapter of the Association for Corporate Growth.

    Professional Highlights

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    • Member, Association for Corporate Growth
      • Membership Committee, Los Angeles Chapter 
      • Orange County Board of Directors, 2001-2020
    • Marshall & Stevens, Inc.
      October 2015-present
        ‣
      Managing Director, Financial Valuation & Consulting, 2019-present 
        ‣
      Director, Financial Valuation & Consulting, 2015-2019
    • BDO
      Director, Valuation & Business Analytics, 2014-2015
    • FMV Opinions
      Senior Vice President, 2012-2014
    • Cronkite & Kissell
      Principal, 2001-2012
    • Houlihan Lokey
      Senior Vice President, 1987-2001
    • California State University, Fullerton
      Adjunct Professor, 2010-2018
        ‣
      Business Valuation/Mergers & Acquisitions (graduate level) 

    Ben Westcott

    CFA, MBA

    Director

    Background

    Ben Westcott is a Director with more than a decade of experience working in financial valuation. He joined Marshall & Stevens in 2024 with the acquisition of ValueScope.

    Mr. Westcott performs advanced financial analysis and business appraisals, prepares written reports, presentations, and provides advisory services for clients. During his time with ValueScope, Mr. Westcott has specialized in business valuations, mergers and acquisitions, fairness opinions, and valuations of complex securities.

    Prior to joining Marshall & Stevens, Mr. Westcott received his MBA from Texas Christian University where he served as the head of the William C. Conner Investment Fund. Mr. Westcott has significant experience within the hospitality, food and beverage, and retail industries. Mr. Westcott also spent time with a local endowment fund where he worked with numerous private equity, hedge fund, debt, and venture capital fund managers.

    Professional Highlights

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    • CFA Institute
    • CFA Society of Dallas-Fort Worth
    • Beta Gamma Sigma 
    • Association of Corporate Growth
    • ValueScope, Inc.
      Senior Manager, 2015-present
    • Cook Children's Endowment Fund 
      Investment Analyst, 2014-2015
    • Neeley & Associates Consulting  
      Management Consultant, 2013-2014

    Brent Shockley

    CFA, CVA

    Managing Director

    Background

    Brent Shockley is a Managing Director with twenty-five years of experience performing business valuations for transaction and tax purposes, fair value analysis for financial reporting, healthcare valuations, and litigation support. He joined Marshall & Stevens in 2024, with the acquisition of ValueScope.

    Mr. Shockley is experienced in business appraisal and valuation of underlying intangible assets for financial and tax reporting, merger and acquisition analyses, and litigation support. He has broad industry knowledge with particular valuation experience in technology, health care and financial services. His experience in valuing intangible assets includes trade names, trademarks, customer lists (or relationships), and noncompete agreements. Mr. Shockley has experience in valuing several types of securities, including common stock, options, warrants and partnership interests.

    Mr. Shockley was a senior analyst with Value Management Group where he provided business valuation and transaction advisory services to publicly traded health care companies, hospital networks, independent surgery centers, surgical hospitals and diagnostic imaging centers. During his tenure, he performed fair market value analyses of minority and controlling equity interests for acquisitions, joint ventures and transaction pricing. In addition, Mr. Shockley developed pro forma and feasibility analyses for early and mid-stage health care ventures.

    As a senior consultant with CBIZ Valuation Group, LLC, Mr. Shockley performed valuation, financial advisory and litigation support services for publicly traded and closely held companies, partnerships, and joint ventures. His experience included engagements for financial reporting and regulatory compliance, including goodwill and intangible asset impairment, purchase price allocation, in-process research and development, and noncompete covenants. He was also involved in transaction and financing analyses including fairness opinions, employee stock option plan (ESOP) valuations, buy/sell agreements and financial advisory services. In addition, he performed various engagements for management requirements including options and restricted securities, economic value added, business plans, financial restructuring and strategic and market analysis. During his tenure with the firm, he co-authored “Pros and Cons of Stock Option Valuation Methods,” published in Investment News.

    Mr. Shockley held analyst positions with Dain Rauscher, Inc. (now RBC Wealth Management) and PaineWebber (now UBS Wealth Management).

    Professional Highlights

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    • CFA Society of Dallas / Fort Worth 
    • National Association of Certified Valuation Analysts
    • National Society of Certified Healthcare Business Consultants 
    • Medical Group Management Association
    • ValueScope, Inc.
      Managing Director, 2007-present
    • Value Management Group 
      Senior Analyst, 2005-2007
    • CBIZ Valuation Group  
      Senior Consultant, 2002-2005
    • Dain Rauscher, Inc.  
      Analyst, 1999-2002
    • PaineWebber, Inc. 
      Summer Intern, 1998

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