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Fairness Opinions are typically rendered in the context of extraordinary transactions to help directors, trustees or managers satisfy their fiduciary duties. Such transactions include mergers, sales of control, dispositions of material assets, issuances or repurchases of equity securities, and financial restructurings. As the fiduciary issues involved in such transactions are legally complex and often involve the weighing of competing interests in an uncertain and factually fluid environment, advice from experienced legal counsel is imperative.

The onus of determining whether or not a deal should close as structured lies with the company’s directors.  Is the price fair to the shareholders?  Are the directors acting in good faith?  Has an independent third-party expressed an opinion on fairness?   The professionals at Marshall & Stevens play an integral role in business transactions, providing analyses and peace-of-mind to directors and shareholders alike to those questions.

The following section is intended to outline the purpose and function of Fairness Opinions in the current business environment. It is intended to provide a nontechnical educational tool for the directors of companies, both public and private, for the trustees of trusts, both for-profit and not-for-profit, and for the managers of pass-through entities such as limited liability companies and limited partnerships.

Our Fairness Opinions are used by boards of directors, trusted advisors, management and business owners throughout the world for:

• Mergers, Acquisitions, Divestitures and Sale of Securities / Assets
  
• Financial Compliance
  
• Wealth and Tax Transfer Transactions
  
• Financings