Fairness Opinions

Our Opinions Practice is a global leader in Fairness Opinions and Special Committee Advisory, ranking #1 for total number of fairness opinions Globally, in EMEA and the U.S. for 2024 according to LSEG (FKA Refinitiv).
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Ranked no. 1 for U.S., EMEA and Global Fairness Opinions

Our Opinions practice is a global leader in Fairness Opinions and Special Committee Advisory, ranking #1 for total number of fairness opinions in the U.S. and Globally over the last 20 years according to LSEG (fka Refinitiv).

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 about 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 situations, an independent view of the pricing on the deal can provide comfort to limited partners and Limited Partner Advisory Committees that the private equity sponsor has treated the funds fairly. 

Representative Situations

  • Sell-side/buy-side mergers & acquisitions
  • Share repurchase transactions
  • General partner (GP)-led secondary recapitalization transactions
  • Private equity fund-to-fund transactions
  • Going-private transactions
  • Related-party transactions
  • Down-round financing, minority investments, and other financing transactions

 

  • Requirements pursuant to certain bond indentures and credit agreements
  • Transactions requiring a shareholder vote
  • ESOP/ERISA transactions
  • Squeeze outs
  • High vote shareholders receiving greater consideration
  • Insiders receiving different considerations

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
  • A fairness opinion 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 (or above or below the range) indicated by the analyses

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Kroll, the leading independent provider of global financial and risk 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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