Independent opinions that protect boards, committees, and fiduciaries in significant transactions.
A fairness opinion is an independent professional assessment that evaluates whether the financial terms of a proposed transaction are fair, from a financial point of view, to a particular party—typically shareholders or a company's board of directors.
Boards of directors and special committees use fairness opinions to fulfill their fiduciary duties when approving significant transactions. The opinion provides documented evidence that the board exercised appropriate care and diligence in evaluating the transaction.
Our fairness opinions are informed by decades of real transaction experience. Unlike firms that only provide opinions, we've sat on both sides of the table—as investment bankers, venture capitalists, CFOs, and advisors. This perspective makes our analysis more robust and our conclusions more defensible.
A well-supported fairness opinion provides:
Transactions involving fiduciary duties, conflicts of interest, or significant shareholder impact
Whether you're selling the company or acquiring another, a fairness opinion demonstrates that the board properly evaluated the transaction terms.
When insiders are on both sides of a deal, independence is critical. A fairness opinion shows minority shareholders weren't disadvantaged.
Taking a company private requires particular scrutiny. Fairness opinions protect the board when minority shareholders are cashed out.
Restructuring the balance sheet or capital structure impacts different stakeholders differently. Fairness opinions ensure equity.
When majority shareholders acquire minority interests, an independent fairness opinion is essential to demonstrate fair value.
When a board forms a special committee to evaluate a transaction, a fairness opinion provides critical independent support.
Thorough analysis. Complete independence. Defensible conclusions.
We establish clear engagement terms, confirm independence, and define the scope of our analysis. We work directly with boards, special committees, or management as appropriate.
We conduct comprehensive due diligence including management interviews, financial analysis, industry research, and review of transaction documents and negotiations.
We apply multiple valuation methodologies—DCF, comparable companies, comparable transactions, and others as appropriate—to establish a range of values.
We analyze the proposed transaction terms against our valuation conclusions, considering premiums, synergies, and the process that led to the terms.
We present our findings and opinion to the board or committee, with full documentation supporting our analysis and conclusions.
We're available to support the opinion through shareholder communications, regulatory filings, and if necessary, litigation defense.
Our founder has executed billions in transactions at Deutsche Bank M&A, Lehman Brothers, and as a venture capitalist. We understand both sides of the table.
We have no investment banking fees at stake. Our only interest is delivering an accurate, defensible opinion that serves your fiduciary duties.
Our opinions are built to withstand scrutiny—from shareholders, regulators, and if necessary, courts. Every conclusion is thoroughly documented.
Transactions move fast. We understand deal timelines and work efficiently to deliver opinions when you need them, without sacrificing quality.
"The depth of analysis in their fairness opinion gave our board confidence to proceed. When shareholders later questioned the deal, the documentation proved invaluable."
Generally no, but it's often the standard of care for boards approving significant transactions. Delaware courts have noted that the absence of a fairness opinion can be evidence of inadequate process.
A valuation determines a company's worth. A fairness opinion evaluates whether specific transaction terms are fair—it considers not just value, but the process, alternatives, and stakeholder impact.
Typically the board or a special committee—not management—to ensure independence. We can work with your legal counsel to structure an appropriate engagement.
We render opinions based on our analysis, not predetermined conclusions. If we can't opine that terms are fair, we'll discuss our findings and the board can decide how to proceed.
Typically 2-4 weeks depending on complexity and information availability. We can work on compressed timelines when necessary for deal schedules.
Yes. Our engagement includes support through litigation if our opinion is challenged. We stand behind our work.
Discussing a transaction? Let's talk—confidentially.