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Dodgy Fairness Opinion Earns Financial Advisor a Trip to the Woodshed

July 2015 | Issue 81 Vice Chancellor Laster of the Delaware Court of Chancery was underwhelmed, to say the least, by the quality of the fairness analysis put forward by the Conflicts Committee and its Financial Advisor in connection with the approval of the pricing of a major financial transaction between two related public companies. […] More...

Valuation Discounts Still in IRS Cross Hairs

June 2015 | Issue 80 Background A very popular and efficient estate and gift planning strategy is to reduce the value of estate assets by transferring such assets into a private, family-controlled entity such as a limited partnership or limited liability company. This type of entity is often referred to as a “family limited partnership” […] More...

Court DCF Valuation of Ancestry.com Comes within a Whisker of Market Price

April 2015 | Issue 79 A recent Delaware appraisal proceeding produced a stock valuation that was within 7/10 of 1% of the actual price of the transaction. The case is In Re Appraisal of Ancestry.com, Inc., Del. Ch. LEXIS 21, (January 30, 2015). Background Ancestry, Inc., located in Provo, Utah, is a leading company in […] More...

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Fairness Opinions

A fairness opinion is a statement by an independent qualified financial expert which sets forth the expert’s opinion as to the “fairness” of the terms of a particular specified financial transaction from the standpoint of a certain designated party or parties.

When are fairness opinions used?

The questions of whether and when a fairness opinion is needed is usually guided by legal considerations. Fairness opinions are often employed in corporate transactions where there is a less-than-arms-length relationship between the parties negotiating the transaction. For example, if a public company is carrying out a “going private” transaction in which company officers or directors are to become shareholders of the new company, a fairness opinion would typically be sought in order to ensure that the financial terms of the transaction are fair to the public shareholders of the old (selling) company.

Another situation in which a fairness opinion might be employed would be in the case of a merger between two companies having significant overlapping shareholder groups or inter-company shareholdings.

Even in cases where there are no conflicts of interest, fairness opinions are often used to ensure fairness. For example, directors of a company will obtain a fairness opinion in connection with a corporate merger or sale or financing transaction if they believe that they lack the expertise necessary to reach, on their own, an informed opinion as to the fairness of the proposed transaction. A retained independent financial advisor will provide them with the expertise they need to properly perform their duties as directors.

Who should provide fairness opinions?

A financial advisor retained to provide a fairness opinion should be someone who is independent of any of the parties to the transaction and who is possessed of the education, experience and expertise needed to analyze the financial terms of the proposed transaction using methods which are generally employed in the financial community.

Hempstead & Co. LLC has extensive experience in providing fairness opinions in connection with a wide variety of corporate transactions involving both public and private companies.