Hi, I’m Chris Walton, author of this guide and CEO of Eton Venture Services.
I’ve spent much of my career working as a corporate transactional lawyer at Gunderson Dettmer, becoming an expert in tax law & venture financing. Since starting Eton, I’ve completed thousands of business valuations for companies of all sizes.
Read my full bio here.
When boards approve major transactions, they’re not just evaluating strategy. They’re creating a record that must hold up to fiduciary and legal scrutiny. That’s where fairness and solvency opinions come in.
A fairness opinion addresses whether a transaction’s financial terms are reasonable from a valuation perspective. A solvency opinion evaluates whether the transaction leaves the company financially sound.
These opinions sit at the intersection of valuation, governance, and legal review. They must be independent, clearly reasoned, and able to withstand examination long after a transaction closes.
As a result, selecting the right companies that do fairness and solvency opinions is a critical decision in its own right.
In this article, we’ll first outline the key qualities that distinguish leading fairness and solvency opinion providers, then highlight firms that consistently meet those standards.
Before choosing a fairness or solvency opinion provider, it helps to know what separates the competent from the highly reliable. Here are the most important qualities to look for:
A strong opinion must come from a provider with no financial interest in the deal. If a firm’s compensation depends on deal completion or it serves another role in the transaction, its opinion loses credibility.
Independence protects directors from conflict-of-interest challenges and strengthens the opinion’s defensibility.
Fairness and solvency opinions are not just another type of valuation deliverable. They require demonstrated expertise across numerous engagements at the intersection of valuation, transaction structuring, and fiduciary scrutiny.
Providers that issue opinions regularly bring sharper judgment, more refined processes, and the pattern recognition needed to surface deal-specific risks before they become problems.
A strong opinion doesn’t just state a conclusion. It shows the work behind it.
The report should clearly explain the assumptions used, the valuation methods applied, and (for solvency opinions) the specific tests performed to assess cash flow, capital adequacy, and post-transaction risk.
This transparency supports the opinion’s defensibility under scrutiny by shareholders, boards, or courts. It necessitates working with providers whose valuation services for fairness opinions in M&A are built to withstand review beyond deal approval.
Boards commission opinions to satisfy fiduciary duties and create a litigation defense.
Providers should understand the legal landscape, including Delaware case law and board process expectations, and structure opinions that support documented governance decisions, not just technical compliance.
Opinions are often delivered under tight deal timelines. The best providers anticipate board questions, flag contentious assumptions early, and align deliverables with legal review cycles to avoid surprises.
Based on the criteria above, only a small group of firms consistently deliver work that holds up under fiduciary and legal scrutiny, earning their place among the leading providers of fairness and solvency opinions for M&A and other complex transactions.
So, if you’re wondering where to find fairness and solvency opinions firms you can trust, here’s where to look:
With more than 25 years of experience in transaction opinions and over 10,000 valuations completed, Eton brings a valuation-first mindset to fairness and solvency work, one grounded in analytical rigor, independence, and real accountability to decision-makers.
Built as a boutique firm by Big Four-trained valuation professionals, we combine institutional-grade technical expertise with the responsiveness and clarity boards need when transactions move quickly.
We work closely with boards of directors, special committees, legal counsel, private equity sponsors, lenders, and fiduciaries across public and private company transactions.
Our opinions are designed to support informed governance decisions, align with fiduciary expectations of boards and special committees, and hold their weight long after the transaction closes.
We regularly support opinions across:
Here are three reasons why people choose Eton Venture Services:
In fairness and solvency engagements, the foundation of any defensible opinion is robust valuation logic. If the methodology and assumptions don’t hold up under detailed review, no amount of process or documentation can save the conclusion.
Eton approaches every opinion from that foundation, working through assumptions, methods, and sensitivities before the opinion is finalized.
With more than 10,000 valuations completed, Eton’s team brings deep pattern recognition to opinion work, knowing where value can break down under scrutiny and where boards need sharper clarity.
That discipline strengthens both fairness and solvency opinions by ensuring the conclusion is grounded in valuation logic that decision-makers, auditors, and courts can actually follow and rely on.
Eton’s transaction opinions are led end-to-end by senior, Big Four-trained valuation professionals, not passed between layers of junior staff. The same experts who scope the work pressure-test the assumptions, engage with counsel, and stand behind the final opinion.
Throughout the process, we remain just a call or email away and are readily available when questions arise or decisions need to move quickly.
For boards and special committees, this direct access matters, especially when judgment calls, edge cases, or tight timelines leave little room for interpretation errors.
Transaction opinions are rarely commissioned early and rarely delivered at leisure. Eton is built to operate under deal pressure, delivering opinions efficiently without sacrificing rigor.
Because valuation is our core focus, not a side offering, processes are streamlined around clarity, documentation, and responsiveness. Boards get opinions they can rely on, delivered in time to support decisions when timing actually matters.
Here’s what clients say about working with Eton:
Kroll is a heavyweight in the fairness and solvency opinion space. Known for decades as Duff & Phelps, the firm is often brought in when deals are large, complex, or likely to be closely examined.
Their biggest differentiator is experience at scale. Kroll ranks among the top providers of fairness opinions globally and has delivered over 1,400 solvency opinions, including highly scrutinized public-company transactions such as the spin-off of Herc Holdings from Hertz Global Holdings.
For transactions involving leverage, distributions, related parties, or special committees, this process familiarity, built through decades of high-volume opinion work, is reassuring.
That same scale, however, can make the experience of working with Kroll feel more formal and less hands-on. Companies that value closer collaboration, faster iteration, and direct access to senior professionals throughout the engagement may prefer a boutique firm like Eton, which offers the same technical rigor with a more tailored, high-touch process.
Houlihan Lokey is a global investment bank and the leading provider of M&A fairness opinions over the past 25 years.
The firm has extensive experience issuing fairness and solvency opinions across a wide range of transaction types, including those involving leverage, dividend recapitalizations, stock redemptions, and related-party situations.
As a full-service investment bank, Houlihan Lokey brings expertise in deal structuring, capital markets, and financing alongside its opinion work.
This integrated capability can be valuable when boards need an opinion provider that understands how transactions are financed and structured in practice.
By contrast, a valuation-focused boutique like Eton centers its process on the fundamental question of value: working through assumptions, methodologies, and the analytical reasoning behind the numbers.
Eton’s model emphasizes direct senior involvement throughout the engagement and deeper exploration of valuation judgment, which some boards prefer when the core issue is determining what something is worth rather than how a transaction is financed.
Stout is a highly ranked U.S. provider of both fairness and solvency opinions, with a Transaction Opinions practice that regularly supports boards and special committees in complex, scrutiny-heavy situations.
The firm is frequently engaged in:
A key distinction in Stout’s approach is its structured internal review process. Each opinion is vetted through a dedicated transaction opinions committee and supported by detailed documentation, which many governance teams value when litigation risk or post-transaction review is a concern.
FTI Consulting provides fairness and solvency opinions within a firm deeply rooted in disputes, investigations, restructuring, and expert testimony.
Valuation professionals at FTI frequently support litigation and arbitration matters, including bankruptcy proceedings and fraudulent conveyance claims, which informs how opinions are structured and documented.
FTI’s opinions practice operates closely alongside its disputes and restructuring teams, which means opinions are typically supported with detailed documentation and analysis designed to hold up under rigorous legal review.
We typically recommend FTI Consulting when fairness or solvency opinions are required within broader disputes, investigations, or regulatory proceedings, where the opinion must align closely with litigation strategy or stakeholder negotiations.
When the primary objective is valuation itself, though, a valuation-first firm like Eton is more aligned.
Alvarez & Marsal provides fairness and solvency opinions within a firm best known for operational consulting, restructuring, and turnaround management.
The firm’s transaction opinions practice is designed to draw on the firm’s operational expertise alongside traditional valuation analysis.
This operational perspective can be particularly relevant in solvency assessments where post-transaction viability depends on cash generation capacity and operational execution, not just financial modeling.
Boards often turn to A&M when:
RNA Advisors is a specialist firm built around life sciences, healthcare, and technology. Unlike fairness opinion providers that serve a wider range of industries, RNA’s opinions are grounded in a deep understanding of scientific development, regulatory risk, and healthcare capital markets.
The firm is commonly engaged for healthcare fairness opinions in transactions such as:
In these cases, valuation requires fluency in clinical milestones, pipeline risk, and how investors actually price healthcare assets, and RNA brings that fluency to their work.
It’s important to note, however, that the firm serves a relatively small client base. So, while their specialization can be a strength when healthcare context is the primary valuation challenge, boards seeking providers with broader transaction experience often turn to firms like Eton.
We combine deeper repetition across fairness and solvency opinions and a longer track record across healthcare and other regulated industries, giving clients extra assurance that conclusions reflect both sector insight and wide transaction experience.
Fairness and solvency opinions are meant to reduce risk, not create new exposure. But when an opinion is rushed, conflicted, or built on weak valuation logic, it can fail at the moment it matters most.
Common vulnerabilities include:
These risks are why choosing reliable companies that do solvency and fairness opinions is critical to protecting both the transaction and the decision-makers behind it.
The best firms, including those we mention above, approach fairness and solvency opinions as rigorous analytical exercises, not check-the-box deliverables.
They issue opinions early enough to inform decisions, ground conclusions in clear valuation logic, and structure reports to withstand scrutiny long after the transaction closes.
Fairness and solvency opinions are independent financial reviews used by boards and fiduciaries when approving major corporate transactions.
Together, these opinions help boards make informed decisions, meet fiduciary obligations, and create a record that can withstand scrutiny if the transaction is later questioned.
Fairness opinions are not legally required in every transaction, but fairness opinions in M&A are commonly used when boards are approving significant corporate actions, especially those involving elevated fiduciary risk.
They are typically obtained when:
In those cases, obtaining a defensible fairness opinion helps demonstrate that directors acted on an informed basis and relied on independent financial advice when approving the transaction.
Companies that do fairness and solvency opinions typically include:
The most reliable providers issue opinions regularly, operate independently from deal success, and have deep valuation experience specifically tied to fairness and solvency engagements.
When evaluating companies that do fairness opinions, boards should focus on:
Leading providers of fairness opinions for M&A and other complex corporate transactions combine technical rigor with judgment developed through repeated opinion work.
Schedule a free consultation meeting to discuss your valuation needs.
Chris Walton, JD, is President and CEO and co-founded Eton Venture Services in 2010 to provide mission-critical valuations to private companies. He leads a team that collaborates closely with each client’s leadership, board of directors, internal / external counsel, and independent auditors to develop detailed financial models and create accurate, audit-ready valuations.
