Fairness Opinions by Transaction Capital LLC
Independent, Objective, and Board-Focused Financial Advisory
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
- Management buyouts
- Recapitalizations
- Control transactions
In high-stakes transactions, our fairness opinion services provide transparency and compliance while assisting executives and boards in fulfilling their fiduciary responsibilities.
The Significance of a Fairness Opinion
Gaining a perspective on fairness is essential for:
- 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
Without a fairness opinion, businesses run the risk of:
- 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
Our procedure at Transaction Capital LLC is methodical, exacting, and run by qualified professionals (ABV®, ASA®, CVA®, MRICS®):
- Transaction Review: We evaluate the deal parameters and the roles of the counterparties.
- Independent Valuation: We utilize precedent analysis, market comps, and DCF.
- Market Testing: We analyze the state of the market and bid options.
- Final Opinion Letter: Clear, ready for the board, and compliant with the law
We promise:
- Complete autonomy from all parties involved in the transaction.
- Reports that can withstand an audit with complete transparency.
- Disclosures that comply with regulations, even for private companies.
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:
- Certified Experts: MRICS®, CVA®, ASA®, and ABV®
- Independent and Conflict-Free: No ties to buyer or seller
- Quick Turnaround: 7–10 business days for delivery
- Reasonably priced: More affordable than larger firms
- Court-Ready Reports: Appropriate for audits and litigation support
We provide 409A valuation services in addition to fairness views, assisting private businesses and startups in adhering to IRS rules and equity compensation plans.
Start Your Fairness Opinion Process Today
Make sure your transaction is board-ready, equitable, and compliant. For a quote or to schedule a private consultation, get in touch with Transaction Capital LLC.
Fairness Opinion Specialists | Independent Financial Counsel | Providing 409A Valuation Services
FAQs
- What is a fairness opinion, and why is it important?
A fairness opinion is an unbiased assessment used to determine whether the financial terms of a transaction are equitable to shareholders. This helps boards more effectively fulfill their fiduciary duties and reduce legal risks.
- Who requires a fairness opinion?
Businesses undergoing management buyouts, mergers, acquisitions, or recapitalizations should obtain a fairness assessment, especially if conflicts of interest or shareholder approvals are involved.
- Does the law demand a fairness opinion?
It’s not required by law, no. However, courts and regulators often demand one when board decisions are contested. It serves as compelling proof of due diligence.
- What distinguishes a 409A valuation from a fairness opinion?
A fairness analysis assesses how financially equitable a deal is for all parties involved. For IRS compliance, the fair market value of private business stock is determined through a 409A valuation.
- When is the right time to obtain a 409A valuation?
When issuing stock options, raising capital, or undergoing significant business changes, you need 409A valuation services. It ensures that your equity grants comply with IRS regulations.