Fairness Opinions

Every day, boards of directors make decisions that are subject to intense external scrutiny. In pursuing the best interests of shareholders, boards must deliberate on complex corporate transactions, often in sub-optimal circumstances. Conflicted investment bankers with contingent fee arrangements, related-party transactions and the lack of market-clearing mechanisms in certain deals all complicate the board decision-making process. An independent fairness analysis and opinion helps boards of directors assess corporate transactions and fulfill their fiduciary duties. 

We are comfortable rendering opinions involving minority interests, debt securities and limited market checks. In addition to providing fairness opinions on M&A transactions, we are experts in advising and opining on transactions absent a market-clearing mechanism.

Fairness opinions is a core practice at Duff & Phelps and we are the market leader. We rank first for the number of opinions rendered over the past five years, according to Thomson Reuters. Over the past decade, we have provided nearly 850 fairness opinions, reflecting $333 billion in deal value. 

Duff & Phelps Ranked No. 1 for Announced Fairness Opinions in the U.S. and Globally in 2018, according to Thomson Reuters’ “Mergers & Acquisitions Review - Full Year 2018."

In addition to providing fairness opinions on M&A transactions, we are experts in advising and opining on transactions absent a market-clearing mechanism. Representative situations include:

 

 

• Sell-side/buy-side mergers & acquisitions
• Spin-offs, split-ups, divestitures
• Going-private transactions
• Related-party transactions
• Down-round financing, minority investments, and other financing transactions
• Requirements pursuant to certain bond indentures and credit agreements
• Any transaction requiring a shareholder vote
• ESOP/ERISA transactions