Fairness Opinion – confirm that the transaction terms are market-based
What is a Fairness Opinion?
A Fairness Opinion is an independent financial opinion assessing whether the terms of a transaction (e.g. a sale of shares, merger or share issue) are fair from an economic perspective. Prepared by an external adviser, it provides support and protection for the management board, supervisory board and investors.
When is a Fairness Opinion needed?
- mergers and acquisitions of companies,
- transactions with a strategic investor or fund,
- entry or exit of a shareholder,
- transactions with related parties,
- issue of new shares or warrants,
- legal transformations and restructurings.
Who should consider obtaining a Fairness Opinion?
- management boards and supervisory boards of companies,
- minority partners or shareholders,
- VC/PE funds exiting investments,
- listed and unlisted companies planning significant ownership changes,
- law firms providing transaction support.
How can we help?
- we prepare Fairness Opinions based on transaction documentation and financial and market analyses,
- we assess whether the terms of the transaction are fair from an economic and market perspective,
- we support the management board in communicating with shareholders, investors and other stakeholders,
- we provide Fairness Opinion documentation that can be used before corporate and regulatory bodies,
- we act independently, reliably and with full confidentiality.
Why work with us on a Fairness Opinion?
We specialise in preparing professional Fairness Opinions and valuations supporting capital transactions. Our reports combine financial and market analysis with legal expertise, providing investors, management boards and advisers with reliable and acceptable opinions.
- Experience in capital transactions and preparing Fairness Opinions – we carry out analyses for companies and funds in a wide range of M&A transactions
- Reliable and transparent methodology – based on financial and market analyses and valuation standards accepted by professionals
- Reports accepted by investors, law firms and auditors – documents ready for use in decision-making processes
- Understanding of the financial and legal aspects of transactions – we provide a comprehensive assessment taking into account all key transaction factors
- Confidentiality, timeliness and objectivity – every Fairness Opinion is prepared in accordance with the highest ethical standards
Thanks to our experience, a Fairness Opinion becomes a reliable tool supporting investment decisions, negotiations and transaction processes.
Benefits of obtaining a Fairness Opinion
- security for decisions made by the management board and supervisory board,
- protection of shareholders’ and investors’ interests,
- transparency of transaction terms,
- better communication with stakeholders,
- documentation ready to defend decisions in court or before supervisory authorities.
Our experience
We have prepared Fairness Opinions for, amongst others:
- capital companies involved in mergers and acquisitions,
- management boards and supervisory boards approving transactions,
- funds and investors assessing exit terms,
- entities carrying out share issues or transactions with shareholders.
FAQ
An analysis of the transaction value, a reference to market terms and the adviser’s clear position.
Analizę wartości transakcji, odniesienie do warunków rynkowych i jednoznaczne stanowisko doradcy.
Is the opinion legally binding?
No, but it provides a strong defence argument for the company’s governing bodies and confirms due diligence.
How long does it take to prepare?
Between 1 and 3 weeks – depending on the complexity and availability of data.
Can the report be shared with shareholders?
Yes – the Fairness Opinion can be attached to resolutions or presented to investors.