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.
2500

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:

Stay Ahead With Expert Insights

    Start Your Fairness Opinion Process Today

    Fill out the form and our team will get in touch with you shortly.

    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?