Fairness Opinions

As the #1 global provider of Fairness Opinions according to LSEG (FKA Refinitiv), Kroll is here to answer any questions clients have about the new rules and next steps in obtaining an independent Fairness Opinion.
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Ranked no. 1 for U.S., EMEA and Global Fairness Opinions

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 according to LSEG's Global Mergers & Acquisitions Review – Full Year 2023 report. Since 2005, we have provided more than 1,378 fairness opinions, reflecting nearly $1.1 trillion in deal value. 

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.

Representative Situations

  • 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

Frequently Asked Questions

  • A fairness opinion is a letter delivered to a fiduciary (typically a company’s board of directors) as to whether or not a transaction is fair, from a financial point of view, to the company or a group of the company's security holders
  • Does not indicate that best possible price has been received or paid, as the case may be; instead a fairness opinion indicates that the price is in a range of values indicated by the analyses, or above or below the range, as the case may be

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Solvency Opinions

Duff & Phelps Opinions practice is a globally recognized leader in solvency opinions. Since 2005, we have rendered more than 2,585 fairness and solvency opinions for transactions with an aggregate deal value of over $8 trillion.

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Kroll’s Duff & Phelps Opinions Practice: 2023 Global Leader in Fairness Opinions Worldwide, Including the U.S., EMEA and Australia

Kroll’s Duff & Phelps Opinions Practice: 2023 Global Leader in Fairness Opinions Worldwide, Including the U.S., EMEA and Australia

Kroll, the leading independent provider of global risk and financial advisory solutions, today announced that it ranked No. 1 for the total number of fairness opinions in the U.S., EMEA (Europe, Middle East, and Africa), Australia and globally in 2023, as reported by LSEG (formerly known as Refinitiv).

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Industrials Technology & Engineered Products Industry Insights—Spring 2024

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Our Industrial Technology & Engineered Products Industry report aims to identify trends and provide insights across the sector, focusing on key themes, issues and opportunities. To view additional valuation data and public company trading statistics, download our Industrial Technology & Engineered Products Industry Insights - Q1 2024 Valuation Data.

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