Fairness / Second Opinions
What is this?
Fairness opinions and second opinions are advisory services provided by independent financial experts to assess the fairness, reasonableness and accuracy of proposed transactions or financial decisions. These opinions provide an objective evaluation of the transaction's terms, pricing and potential impacts on stakeholders to ensure transparency and fairness in the decision-making process.
When would you need it?
Fairness opinions and second opinions serve as valuable tools for companies, boards of directors, investors and other stakeholders involved in significant transactions or financial matters.
Here are some scenarios where fairness opinions and second opinions become crucial:
1
Corporate
Restructuring:
Your company is undergoing a significant corporate restructuring, such as a spin-off, asset sale or reorganization. You need a fairness opinion to validate the fairness and adequacy of the proposed transaction structure and terms to all affected parties, including shareholders, creditors and other stakeholders.
2
Capital Increase:
Your company is currently considering a capital increase to finance potential growth investments that cannot be funded internally. As a major shareholder (60%), you intend to execute the capital increase at a nominal value of CHF 1 per share, while offering small shareholders a premium (agio) of CHF 3 per share. The board of directors plans to commission an independent evaluation or fairness opinion.
3
Valuation Disputes
and Litigation:
Your company is involved in a valuation dispute with shareholders. You need a second opinion from an independent valuation expert to provide an objective assessment of the valuation methodology, assumptions and conclusions, helping to resolve disputes and achieve fair outcomes.