With a reputation built over decades, Duff & Phelps’ Fairness Opinion Practice delivers high quality financial advice and opinions that withstand the most rigorous scrutiny.
Every day boards of directors make decisions that are subject to intense external scrutiny. In pursuing the best interests of shareholders, boards must deliberate on complex corporate transactions, often in sub-optimal circumstances. Conflicted investment bankers with contingent fee arrangements, related-party transactions, and the lack of market-clearing mechanisms in certain deals all complicate the board decision-making process. An independent fairness analysis and opinion help boards of directors assess corporate transactions and fulfill their fiduciary duties.
We are comfortable rendering opinions involving minority interests, debt securities, and limited market checks. In addition to providing fairness opinions on M&A transactions, we are experts in advising and opining on transactions absent a market-clearing mechanism.
Fairness opinions is a core practice at Duff & Phelps and we are the market leader. We rank first for the number of opinions rendered over the past five years. Over the past decade, we have provided more than 900 fairness opinions, reflecting nearly $370 billion in deal value.
Duff & Phelps Ranked #1 for Announced Fairness Opinions in the U.S. and Globally in 2019, according to Thomson Reuters’ “Global Mergers & Acquisitions Review - Full Year 2019."
In addition to providing fairness opinions on M&A transactions, we are experts in advising and opining on transactions absent a market-clearing mechanism. Representative situations include:
- Sell-side/buy-side mergers & acquisitions
- Spin-offs, split-ups, divestitures
- Going-private transactions
- Related-party transactions
- Down-round financing, minority investments, and other financing transactions
- Requirements pursuant to certain bond indentures and credit agreements
- Any transaction requiring a shareholder vote
- ESOP/ERISA transactions
Objective valuations for financial reporting, tax and management planning purposes.Valuation Services
Strategic Value Advisory
Assistance evaluating strategic alternatives and identifying growth strategies.Strategic Value Advisory
Middle-market M&A advisory differentiated by industry expertise and superior deal execution.M&A Advisory
Transaction Advisory Services
Seamless analytical advisory through the deal continuum, from transaction origination to closing.Transaction Advisory Services
Financial Sponsors Group
Dedicated coverage and access to M&A deal-flow for financial sponsors.Financial Sponsors Group
M&A Post Acquisition Disputes
Expert consulting and testifying services related to post-acquisition purchase price disputes.M&A Post Acquisition Disputes
Experienced arbitrators and expert witnesses across a wide array of sectors.Arbitration
Complex business services and claims administration.Prime Clerk
In Defense of Fairness Opinions: An Empirical Review of Ten Years of Data
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Duff & Phelps 2019 Valuation Handbook – U.S. Industry Cost of Capital
Duff & Phelps 2019 Valuation Handbook – International Industry Cost of Capital
Sherry Cefali Appointed to the Steering Committee of Nareit’s Dividends Through Diversity and Inclusion (DDI) Initiative
Henry Smithers Featured in Private Equity Wire Discussing Factors Driving Co-Investments by LPs and GPs
Duff & Phelps Annual YOUniversity Deal Challenge Awards 2019
Abhishek Pandey Featured in The Hindu BusinessLine on Duff & Phelps ‘Fairness Opinion’ practice in India