A comprehensive suite of opinion services covering the full spectrum of corporate transactions — from M&A and spin-offs to leveraged recapitalizations and related-party deals.
Transaction Opinion Services
Core Offerings
Fairness Opinions
- Mergers, Acquisitions & Divestitures
- Leveraged / Management Buyouts
- Going-Private Transactions
- Opinions Required Under Bond Indentures / Loan Covenants
Solvency Opinions
- Dividend Recapitalizations
- Leveraged Recapitalizations / Buyouts
- Corporate Spin-offs / Split-offs
Commercially Reasonable Debt Opinions
- Acquisitions & Recapitalizations
- Intercompany & Related-Party Transactions
What Is a Fairness Opinion?
The professional opinion of a financial advisor regarding the fairness of a transaction — typically a merger or acquisition — from a financial point of view, to either the company or its shareholders. It does not constitute a recommendation to proceed, and a fair price does not necessarily mean the highest price obtainable.
What Drives the Need?
- Duty of Care: Boards must act on an informed basis
- Duty of Loyalty: Directors must act in the best interests of the corporation
- Business Judgment Rule: Directors acting in good faith, with care, will not be second-guessed
Primary Purpose
- Assist the board in an informed decision-making process
- Demonstrate prudence and procedural rigor
- Provide a line of defense in the event of litigation
What We Deliver
Board Presentation
A comprehensive analysis communicating our methodology, findings, and conclusions to the company's board of directors.
Written Opinion Letter
A formal letter from provider to the board opining on fairness, from a financial point of view, to the company or a specific class of security holders.
Public Disclosure Support
Assistance drafting Schedule 13E-3 filings, proxy statements, and other required shareholder communications.
Who We Serve
Boards of Directors
Full boards and special committees evaluating material transactions
C-Suite Executives
CFOs, CEOs, and General Counsels navigating complex deal processes
Legal & Advisory Counsel
Corporate attorneys and other advisors requiring independent financial opinion support
When Is a Fairness Opinion Needed?
Any material corporate transaction requiring board approval — public or private, domestic or foreign, for-profit or nonprofit — can create a need for a fairness opinion.
Standard Transactions
- Mergers (buy-side and sell-side)
- Corporate acquisitions & divestitures
- Going-private transactions
- Leveraged & management buyouts
- Spin-offs & recapitalizations
- Shareholder rights plans
When a Buy/Sell Opinion Is Required
- Shareholder vote required
- Related-party or conflict-of-interest situation
- Transactions lacking auction process
- ESOP / ERISA transactions
Non-Standard Opinions
- New Money / Old Money structures
- Required under bond indentures
- Related to financings
- ESOP / ERISA-specific
Non-standard opinions require critical valuation judgment given the absence of a market-clearing auction and the presence of conflicts or regulatory requirements.
What Is a Solvency Opinion?
A collection of determinations concerning the valuation, capitalization, and cash flow generating ability of an entity immediately before and after a transfer, dividend, or leveraged transaction. Arising from bankruptcy and fraudulent conveyance case law, a solvency opinion addresses three core tests — and in dividend / spin-off contexts, may also address statutory surplus adequacy under Delaware law.
The Three Solvency Tests: Why Boards and Lenders Require Them
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Boards and management face personal liability for fraudulent transfers or illegal distributions
- Banks often require a solvency certificate as a closing condition
- Protects against future fraudulent conveyance claims by unsecured creditors
When Is a Fairness Opinion Needed?
Any material corporate transaction requiring board approval — public or private, domestic or foreign, for-profit or nonprofit — can create a need for a fairness opinion.
When Needed
- Leveraged buyouts
- Spin-offs & split-ups
- Dividend recapitalizations
- Accelerated stock buybacks and stock buybacks via self-tender
- M&A or financial transactions with significant off-balance sheet litigation (debt overhang risk)
Targets / Referral Sources
- Boards of directors and special committees of boards
- Chief financial officers
- General counsels
- Private equity firms executing a leveraged buyout or dividend recapitalization
- Corporate attorneys and other advisors
- Lenders in the transaction
Deliverables
- A detailed presentation to the company's board of directors that communicates our analysis and conclusions
- A formal letter from provider opining as to the appropriate determinations described earlier
Representative Client Engagements
A broad cross-section of marquee clients across industries — from global energy majors and consumer brands to financial sponsors and telecommunications leaders.
