Solvency Opinions
Duff & Phelps Opinions practice helps boards of directors and special committees formed by boards fulfill their fiduciary responsibilities when considering many corporate transactions. In 2018, Duff & Phelps acquired Kroll and unified under the Kroll brand in 2020.
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A solvency analysis and opinion helps companies and their boards of directors steer clear of fraudulent transfers and illegal dividends or distributions.
State laws impose certain duties on boards of directors with respect to dividends, distributions and other transfers.
Dividends must be paid from surplus, and cannot leave the company insolvent or with insufficient capital.
A solvency opinion makes determinations as to whether, after giving effect to a transaction:
- The company’s assets exceed its debts;
- The company should be able to pay its debts as they come due;
- The company is not left with unreasonably small assets or capital; and
- There is sufficient surplus to effect a distribution.
These determinations arise from fraudulent transfer statutes and dividend prerequisites in state laws. Solvency analysis also provides a board and company management with valuable insight as to the equity and cash flow cushion with respect to its ongoing business.
Duff & Phelps Opinions practice is a globally recognized leader in solvency opinions. Since 2005, we have rendered more than 2,376 fairness and solvency opinions for transactions with an aggregate deal value of over $7 trillion.
Solvency Advisory Services
A solvency analysis and opinion can enhance the company’s or board’s analysis of any leveraged transaction or contemplated distribution. The types of applicable transactions include:
- Spin-offs and split-offs
- Corporate spin-off transactions are often done to release shareholder value and achieve other business purposes
- Dividend recapitalizations
- Solvency opinions from independent financial advisors are often written into credit agreements as a condition of closing
- Leveraged buyouts
- Debt refinancings
- Intercompany restructurings
- Large stock buybacks
Frequently Asked Questions
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The Opinions Practice of Kroll Rendered a Fairness Opinion to Pathfinder Acquisition Corporation
Dating App Grindr Is Set to Go Public Via a De-SPAC Transaction Valued at $2.1 Billion. Our Opinions Practice Rendered a Fairness Opinion to Tiga Acquisition Corp. in Connection with Its Proposed Merger with Grindr Group, LLC.
Our Opinions Practice Rendered a Fairness Opinion to the Board of Managers of the Bardstown Bourbon Company on Its Sale to Pritzker Private Capital
Our Opinions Practice Provided a Fairness Opinion to LAACO, Ltd., in Connection With Its Sale to CubeSmart for Approximately $1.7 Billion
Our Opinions Practice Provided a Fairness Opinion to Capvis AG in Connection With the Continuation Vehicle Transaction Co-led by Affiliates of Committed Advisors and Eurazeo
has been involved in a Continuation Vehicle Transaction by
Our Opinions Practice Provided Solvency Opinions to the Boards of Directors of L Brands and Victoria's Secret & Co.
renamed to
has completed the spin-off of
The Opinions Practice of Kroll Rendered a Fairness Opinion to Pathfinder Acquisition Corporation
Dating App Grindr Is Set to Go Public Via a De-SPAC Transaction Valued at $2.1 Billion. Our Opinions Practice Rendered a Fairness Opinion to Tiga Acquisition Corp. in Connection with Its Proposed Merger with Grindr Group, LLC.
Our Opinions Practice Rendered a Fairness Opinion to the Board of Managers of the Bardstown Bourbon Company on Its Sale to Pritzker Private Capital
Our Opinions Practice Provided a Fairness Opinion to LAACO, Ltd., in Connection With Its Sale to CubeSmart for Approximately $1.7 Billion
Our Opinions Practice Provided a Fairness Opinion to Capvis AG in Connection With the Continuation Vehicle Transaction Co-led by Affiliates of Committed Advisors and Eurazeo
has been involved in a Continuation Vehicle Transaction by
Our Opinions Practice Provided Solvency Opinions to the Boards of Directors of L Brands and Victoria's Secret & Co.
renamed to
has completed the spin-off of