Fairness Opinions

Eton’s fairness opinion team leverages our experience across 1,000s of business valuations to provide robust, objective opinions so you can make confident decisions on your transaction.

Don’t leave your company’s critical M&A transactions to chance with inexperienced teams or unsupported opinions. Trust Eton’s team of experts to provide you with unbiased, well-supported fairness opinions that protect your interests.

The team

Chris Walton

Global Director Valuations & Transaction Opinions at Eton

Our Fairness Opinion Services

Eton Venture Services provides independent fairness opinions to boards of directors at private and public companies, attorneys, hedge funds, pension and private equity funds, family offices, and lenders, engaged in significant corporate transactions, such as mergers, acquisitions, and divestitures.

Our approach to fairness opinion valuation is grounded in rigorous financial analysis, objectivity, and transparency. It involves:

  • Detailed Financial Modeling: We build comprehensive financial models to analyze the transaction’s projected cash flows, potential synergies, and impact on shareholder value.
  • Comparable Transaction Analysis: We compare the proposed transaction to recent deals within the industry, assessing whether the pricing and terms align with market expectations.
  • Market Multiple Analysis: We evaluate the transaction using relevant market multiples, ensuring the valuation is consistent with industry norms.

Our extensive valuation experience ensures that you’ll know whether the price to be paid or received is fair financially. You’ll be confident in knowing the value of an asset, whether a transaction creates or destroys value in a merger, and whether the structure of your deal impacts valuation.

Representative Situations

  • Mergers & acquisitions
  • Divestitures
  • ESOP transactions
  • Recapitalizations and special dividends
  • Going private and insider transactions
  • Related-party transactions
  • Down-round financings
  • Debt financing & spin-offs

Related Services

Solvency Opinions

Our opinion helps companies avoid subjecting the firm to undue financial distress and potentially fraudulent transfers.

Transaction Opinions

Eton offers robust, independent transaction opinions that bring fairness, transparency, and risk mitigation to your full deal process.

Transaction Advisory

Our advisory services support you at every step of the M&A process, whether you’re buy-side or sell-side.

Business Valuations

Our opinion helps companies avoid subjecting the firm to undue financial distress and potentially fraudulent transfers.

Transaction Experience

At Eton, we serve boards of directors at private and public companies, attorneys, hedge funds, pension and private equity funds, family offices, and lenders.

With our specialism in valuations and broad range of transaction experience, we can bring a confident objectivity to your decision-making process.

Frequently Asked Questions

What is a fairness opinion?

Fairness opinions provide an unbiased, third-party analysis of the financial aspects of a transaction to determine whether the deal terms are fair to the shareholders of the companies involved. 

The valuation aspects that contribute to determining the fairness of a transaction are multifaceted and may include market comparisons, discounted cash flow analysis, precedent transactions analysis, and a review of the terms of the transaction relative to the financial position of the companies involved. These assessments require a deep understanding of various valuation methodologies, industry-specific factors, and the competitive landscape.

The primary purpose of a fairness opinion is to offer an objective analysis of the transaction’s fairness to the shareholders of the involved companies.

It serves as a tool for decision-making, risk mitigation, and enhancing communication among stakeholders. Fairness opinions are particularly useful in reducing litigation risks, as they provide evidence that the board of directors has fulfilled its fiduciary duties by ensuring the transaction is fair.

A board of directors needs a fairness opinion to make informed and transparent decisions on major transactions like mergers or acquisitions. 

This independent assessment ensures the board understands the financial fairness of the deal, protects against legal risks by demonstrating due diligence, and helps maintain trust with shareholders. 

Additionally, it supports compliance with corporate governance standards and provides a defense against shareholder activism and potential lawsuits.

The time it takes to complete a fairness opinion typically ranges from a few weeks to a couple of months.

The exact duration depends on the complexity of the transaction, the availability of relevant financial data, and the thoroughness required in the analysis.

For straightforward deals, it might take as little as 2-4 weeks, while more complex transactions could take 6-8 weeks or longer.

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