Fairness Opinions

With a reputation built over decades, Duff & Phelps' Fairness Opinion practice delivers high quality financial advice and opinions that withstand the most rigorous scrutiny.

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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 #1 for the total number of opinions rendered over the past ten years, according to Thomson Reuters. Over the past decade, we have provided more than 1,000 fairness opinions, reflecting over $425 billion in deal value.

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


How we can help

Debt Advisory

Debt Advisory

Kroll assists clients in securing initial financing or restructuring of their existing debt obligations.

M&A Advisory

M&A Advisory

Kroll is a leading middle-market M&A advisor.

Business Valuation and Appraisals

Business Valuation and Appraisals

Kroll provides valuation and asset appraisal for financial reporting, income tax, investment and risk management purposes.

Transaction Advisory Services

Transaction Advisory Services

Kroll's Transaction Advisory Services enable buyers, sellers and lenders to maximize value throughout the transaction process.

Distressed M&A and Special Situations

Distressed M&A and Special Situations

Kroll professionals have advised hundreds of companies, investors and other stakeholders at all stages of distressed transactions and special situations.

Private Capital Markets

Private Capital Markets

Kroll has extensive experience raising capital for middle-market companies to support a wide range of transactions.

Business Services

Business Services

Expert provider of complex administrative solutions for capital events globally. Our services include claims and noticing administration, debt restructuring and liability management services, agency and trustee services and more.

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