Fairness Opinions

On Wednesday, August 23, 2023, the SEC announced new rules under the Investment Advisers Act of 1940. The new rules now require fund advisors to obtain a third-party opinion (fairness opinion or valuation opinion) in connection with advisor-led secondary transactions.

Boards of directors must, at times, make decisions that are subject to intense external scrutiny. Selling all or part of the company, making a significant acquisition, raising capital or buying out a large shareholder can all lead to questions on the effect of such deals on existing shareholders. Outside scrutiny is elevated when the deal lacks a market-clearing mechanism or an affiliate is on the other side. An independent fairness analysis and opinion helps boards of directors assess these situations by providing a third-party view of the value of the consideration involved, and ultimately the fairness to existing shareholders.

Private equity sponsors increasingly find themselves on both sides of a deal involving one or more investment funds under their management. Not only in advisor-led secondary transactions, but also in capital infusions and other transactions between funds. In these unavoidable conflicts, an independent view of the pricing on the deal can provide comfort to Limited Partners and Limited Partner Advisory Committees that the sponsor has treated the funds fairly.

We rank #1 for the total number of fairness opinions in the U.S., EMEA (Europe, the Middle East and Africa), Australia and Globally in 2023. Since 2005, we have provided more than 1,378 fairness opinions, reflecting nearly $1.1 trillion in deal value.