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fairness opinion

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Fairness opinion
An investment banker's professional opinion as to the price an acquiring firm is offering in a takeover or merger.

fairness opinion
An independent opinion characterizing the fair value of a firm's stock. A fairness opinion is frequently obtained by a majority owner of a company that is attempting to buy out the interests of minority shareholders. For example, Royal Dutch Petroleum, the 70% owner of Shell Oil, sought a fairness opinion from Morgan Stanley in an attempt to set a price on the shares it wished to purchase from Shell's minority stockholders. See also squeeze-out.


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In the wake of that decision, corporations and directors increasingly have been advised to obtain fairness opinions from independent providers and told that using only the same bankers that are doing the deal to provide a fairness opinion may leave the board members relying on a biased fairness opinion, and thus exposed to lawsuits.
One key admonition is getting a fairness opinion on the price of the transaction.
The last sections of the book contain sample reports for several ESOP-related purposes--one for a proposed ESOP transaction including a fairness opinion and one for an existing ESOP valuation.
 
 
 
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