Fairness Opinions
At Skyway Capital Markets, we operate with a disciplined and judicious process from start to finish. Decades of deals have taught us how to best advocate for the optimal acquisition, enhancing the value of your business and promoting your long-term goals.
Whether you are considering a leveraged buyout or a management buyout, private equity financing usually provides the most value and variety of options. Our knowledge and relationships allow us to identify the right funding, and to design the optimal terms for the deal.
Skyway embraces the role of trusted advisor very seriously. Most transactions will have a dramatic impact on shareholder value and it is a critical time for clients to proceed with the benefit of wise counsel.
All company directors in both private and public companies have a fiduciary responsibility to shareholders. However, to a large degree they are protected by the business judgment rule if they seek outside, independent advice. In the case of a merger/acquisition or sale, a fairness opinion aims to demonstrate to the shareholders that the management or directors acted in the shareholders’ best interest, and in this independent report, will confirm that the financial terms were fair (or not if the offer is being rejected).
Increasingly, with complex capital structures in privately held companies and shareholders with differing interests, fairness opinions are sought in mergers and acquisitions involving companies that are not publicly held. The business judgement rule applies to both privately held and publicly held companies and the standards of judiciary review are the same. For a wide group of shareholders, the best practice would be to obtain one. The research and expertise involved in a fairness opinion often alters, to some degree, the terms of a transaction when competently researched, addressed and delivered.
As is readily apparent, the process is critical. A court will still look at the totality of the process that the board or special committee implemented. A fairness opinion is only one but a very important tool to be used. It is a risk management tool where the ultimate cost, given the effectiveness of that tool, is a very small part of any transaction’s cost structure.
Contact Skyway Capital Markets Chairman Marty Traber for more information on Fairness Opinions.