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 an Independent Fairness Opinion by a Trusted Fairness Opinion 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. Litigation activity has increased against SPAC Boards. Shareholder concerns include noncontrolling shareholders’ perceptions that SPAC Boards are looking out for their own interests with a rushed transaction at the end of the SPAC investment term.
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.
For more information on ESOP transactions, see our ESOP page.
For a more detailed overview of Fairness Opinions, see our Fairness Opinion Guide.
You can also download a full copy of the recent article by Ralph Consola: Transparency, Independence, Fairness Opinions and the SEC
Sample Fairness Opinion Assignments:
Founded in 1932, Marshall & Stevens is an Independent Valuation Firm with substantial expertise in rendering Fairness Opinions in a wide variety of public and private company matters. Employing a high degree of thoroughness and diligence, our professionals bring a wealth of experience from backgrounds in valuation, law, investment banking, and accounting.
For more information, please contact one of the professionals listed below or check out one of our completed transactions below: