When you need a US fairness opinion

Author: | Published: 3 Nov 2011

Fairness opinions are an important part of most deal agreements, but are not always necessary and will not help justify transactions where the financial analysis is crafted to rationalise the deal. This is the position affirmed in recent Delaware Court of Chancery shareholder litigation.

Openlane’s merger with KAR Auction Services and Representative Services, for example, did not include a fairness opinion yet was approved by the court. Southern Peru Copper’s acquisition of a 99.1% stake in Minera Mexico in exchange for $3.1 billion of its own shares was recommended by a special committee fairness opinion, yet was rejected by the court....