Fairness Opinions in the Sale of a Company: Context Is Key

When considering the sale of a company, boards commonly request and receive from a financial advisor a fairness opinion that evaluates, from a financial point of view, the fairness of the proposed consideration to the target company’s stockholders. This report discusses the aspects addressing the fairness opinion matters of a chancery court decision that criticized a board for relying on what the court described as a “weak” fairness opinion, particularly in light of other design features implemented as part of the sales process. It offers guidance regarding such opinions to directors seeking to meet their fiduciary duties during a sales process.