Fairness Opinions by Transaction Capital LLC

Our specialty at Transaction Capital LLC is providing independent Attestation Letters that adhere to IRS regulations. These letters result from a comprehensive review of your company’s corporate structure, tax history, and stock issuances. Whether you are an investor pursuing the capital gains exemption or a startup preparing for an exit, our experienced staff collaborates with you.

We ensure a smooth attestation process for your QSBS needs with business valuation services that fully comply with IRS guidelines.

What Is a Fairness Opinion?

A fairness opinion is an expert, independent assessment that establishes whether a transaction’s financial conditions are equitable for all parties involved, particularly shareholders. Transaction Capital LLC provides fairness evaluations for:

  • Mergers and acquisitions
  • Recapitalizations
  • Management buyouts
  • Control transactions

In high-stakes transactions, our fairness opinion services provide transparency and compliance while assisting executives and boards in fulfilling their fiduciary responsibilities.

15+

Years of Experience


Decades of proven expertise in delivering accurate, audit-ready valuations.
1600

Successful Projects


A track record of precision and reliability across diverse industries.

The Significance of a Fairness Opinion

Gaining a perspective on fairness is essential for:

Essential Benefits

  • Objectively verifying the transaction amount
  • Aiding boards in fulfilling fiduciary duties, like loyalty and the duty of care
  • Reducing legal risks related to shareholder litigation
  • Ensuring transparency in transactions involving conflicts of interest or insiders
  • Preserving the value of shareholders

Risks Without a Fairness Opinion

  • Underselling or overpaying in a transaction.
  • Navigating legal action or regulatory issues.
  • Approving deals with internal conflicts.

When Is the Right Time to Get a Fairness Opinion?

Transaction Capital LLC advises a fairness opinion in the following circumstances:
  • Change of Control
    Mergers or acquisitions that transfer majority ownership.
  • Management Buyouts (MBOs)
    When insiders take ownership.
  • Shareholder Approval Deals
    Particularly those involving diverse investor bases.
  • Public Company Transactions
    A High-Risk Environment for Disclosure and Governance
  • Private Deals in Conflict
    Having insiders or board members on both sides
  • Cash vs. Rollover Options
    Assisting investors in making decisions about reinvestment or liquidity
  • Adviser-Led Secondary
    When the SEC Requires Independent Valuation Input

Our Process for Delivering a Defensible Fairness Opinion

Transaction Review

Independent Valuation

Market Testing

Final Opinion Letter

We Promise:

What a Fairness Opinion Does and Does Not Include

A Fairness Opinion Does:

  • Evaluate a deal’s financial fairness.
  • Encourage decisions at the board level.
  • Serve as a means of communication with interested parties

A Fairness Opinion Does Not:

  • Suggest whether to accept or reject the deal.
  • Substitute legal examination or due diligence.
  • Provide a credit risk or solvency study.

What Makes Transaction Capital LLC the Best Option?

We provide fairness opinions in a timely, accurate, and honest manner:

    Start Your Fairness Opinion Process Today

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    Common Questions About QSBS

    1. What is a fairness opinion, and why is it important?

    2. Who requires a fairness opinion?

    3. Does the law demand a fairness opinion?

    4. What distinguishes a 409A valuation from a fairness opinion?

    5. When is the right time to obtain a 409A valuation?