Alabama Letter to Board of Directors - Fairness Opinion
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How to fill out Letter To Board Of Directors - Fairness Opinion?
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FAQ
Some important steps in drafting the fairness opinion letter (FOL) include: Step 1: Identify the parties/companies to the transaction and the offer made, if any. Step 2: List the data available for the financial analysis. Step 3: Identify the appropriate financial model(s) based on available data.
A Fairness Opinion Example Say that Company X has made an offer to purchase Company Z. As part of doing due diligence, the leadership board of Company Z decides to work with an objective advisory firm independent of the deal to obtain a fairness opinion.
The FINRA Rule 5150 provides mandatory disclosures for a fairness opinion. The important disclosures include: Details of the compensation paid by the company to the investment bank or the firm issuing the fairness opinion. This should include any compensation that is contingent on the completion of the transaction.
A fairness opinion is a letter summarizing an analysis prepared by an investment bank or independent third party, which indicates whether certain financial elements in a transaction, such as price, are fair to a specific constituent, from a financial point of view.
A fairness opinion provides an independent, objective analysis of a proposed deal. After looking at pricing, terms and other considerations, the expert expresses a formal written opinion about whether the transaction appears to be ?fair? from a financial point of view to all parties involved.
Fairness opinions may also be included in proxy material provided to shareholders in charge of control transactions. The purpose of a fairness opinion is to provide an assessment of whether an offered price is fair.
Q: What's the difference between a fairness opinion vs. valuation? A: Both are important in a large transaction. Valuation though informs an actual transaction price, while the fairness opinion concludes how reasonable that price is.
In preparing a fairness opinion, the investment advisors must look at the price, the terms of the sale, and the consideration to be received vis-a-vis the market rate for a similar transaction. When reviewing transactions, analysts try to look at the terms from the perspective of the company's investors.
