Fairness and Solvency Opinions

Providing an independent opinion of fairness from a financial point of view and helping clients protect their companies for liability.


More than ever, today’s complex business issues, growing shareholder activism, and the increasingly litigious nature of the corporate transaction environment can present conflicts between various parties. A fairness opinion is a financial advisor’s determination that the consideration (or financial terms) received in a merger, acquisition, divestiture, securities issuance, or another transaction is fair from a financial point of view.

We advise boards of directors, committees, business owners, and others regarding the fairness of pending transactions from a financial point of view—ensuring our clients’ fiduciary responsibilities are fulfilled. Directors owe fiduciary duties to all stockholders and must act in an informed and deliberate manner in determining whether to approve a transaction. Objective advice from an independent advisor assists fiduciaries in reaching decisions that are fact-based, defensible and provide evidence that they acted with due care and loyalty. There are a number of circumstances in which a fairness opinion may be required or desired.

Our experience and understanding of transaction strategies and tactics, valuation and fairness principles, industry and related market conditions, and the needs of corporate directors enable us to anticipate issues and provide timely and proactive advice and support. To provide maximum protection, fairness opinions must be completely independent and free of conflicts of interest. And that’s what we deliver every time


We provide solvency and capital adequacy opinions that the transaction in question will not:

  • cause the company to become insolvent;
  • prevent a company from fulfilling debt obligations, or
  • cause a company and its creditor’s undue financial distress.

Companies with leveraged transactions are constantly scrutinized by stockholders, lenders, and regulatory agencies. A solvency analysis can protect the company—or its secured lenders, directors, and advisors—from potential liability relating to fraudulent conveyance claims. Transactions can include leveraged buyouts, recapitalizations, and dividends or other similar situations where minimal equity is involved.

Fairness and Solvency Opinions

  • Merger or Sale of a Company
  • Sale of Subsidiary or Distinct Lines of Businesses
  • Recapitalizations
  • Stock Repurchase Programs
  • Squeeze-out Transactions
  • Spinoffs and Spinouts
  • Certain ESOP Related Transactions
  • Other Significant Corporate Events
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