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 help 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.

Duff & Phelps Opinions is a core practice at Kroll and we are the market leader. We rank #1 for the total number of opinions rendered over the past ten years. Over the past decade, we have provided more than 1,133 fairness opinions, reflecting nearly $570 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