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Fairness Opinions

Trust. Quality. Objectivity.

​There has never been greater scrutiny by investors and regulators than we are observing in today’s market. In that context, boards are increasingly mindful of demonstrating their duties of loyalty and care and maintaining the benefit of the Business Judgment Rule. One way boards can actively fulfill these duties is by engaging a trusted and objective advisor such as Deloitte Corporate Finance LLC (“DCF”) to provide fairness opinion services.

How we can help

DCF has the experience to offer fairness opinion services with objectivity, a foundation of integrity and ethics, industry acumen, and access to a multi-disciplinary team offering a full suite of transaction-related services. Clients turn to us for our significant experience advising boards of directors and analyzing transactions from an objective third-party perspective. DCF offers an unbiased view of the fairness of the financial terms of a transaction. The right advisor can help boards of directors analyze a transaction from a financial point of view to help demonstrate that they have used sound business judgment to fulfill their fiduciary duties. 

Situations where we can help meet your needs

Boards typically request fairness opinions for the following events and related transactions:

  • Related-party transactions/special committee formation: Going–private transactions, minority buyouts/squeeze outs, tender offers
  • Financing transactions that will dilute current investors: Private investment in public equities (PIPES), down round financings, exchanges of debt and equity
  • Sale or merger transactions without an auction
  • Transactions with no investment banker or advisor: Acquisition/merger, divestiture, financing
  • Board members seeking an objective fairness opinion: Second opinions on large transactions; real or perceived advisor or other conflicts of interest, including contingent fee arrangements or stapled financing provided by the deal advisor
  • Opinion required by a bond indenture or other financing document

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