Series 79: Chapter 12

Chapter 12

SEC Rules Applicable to Mergers and Acquisitions

A fairness opinion is an evaluation rendered by a third party as to whether a proposed transaction is fair from a purely financial perspective. A fairness opinion does not opine on the justice or wisdom of the transaction, or whether the proposed transaction represents the best deal that could be made, or even whether the transaction would be legal. It simply gives a thumbs-up or thumbs-down on the narrow issue of the transaction’s financial fairness.

Fairness opinions can be useful to target and acquiring companies, and in some cases, investment bankers on both the buy side and sell side of a transaction will work on opinions for their respective customers. That said, fairness opinions are most frequently sought on