A solvency analysis and opinion helps companies and their boards of directors steer clear of fraudulent transfers and illegal dividends or distributions.
State laws impose certain duties on boards of directors with respect to dividends, distributions and other transfers. Dividends must be paid from surplus, and cannot leave the company insolvent or with insufficient capital.
A solvency opinion makes determinations as to whether, after giving effect to a transaction:
- The company’s assets exceed its debts;
- The company should be able to pay its debts as they come due;
- The company is not left with unreasonably small assets or capital; and
- There is sufficient surplus to effect a distribution.
These determinations arise from fraudulent transfer statutes and dividend prerequisites in state laws. Solvency analysis also provides a board and company management with valuable insight as to the equity and cash flow cushion with respect to its ongoing business.
Duff & Phelps is a globally recognized leader in solvency opinions. Since 2005, we have rendered nearly 1,700 fairness and solvency opinions for transactions with an aggregate deal value of $4.0 trillion.
Solvency Advisory Services
A solvency analysis and opinion can enhance the company’s or board’s analysis of any leveraged transaction or contemplated distribution. The types of applicable transactions include:
- Spin-offs and split-offs
- Dividend recapitalizations
- Leveraged buyouts
- Debt refinancings
- Intercompany restructurings
- Large stock buybacks
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
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Leveraged dividend recapitalization transaction