M&A Fairness Opinions and Projections in Financial Disclosure Summaries

A critical aspect of many M&A transactions is the fairness opinion. A frequently disputed issue focuses on the sufficiency of the detail forming the basis of an investment banker's fairness opinion. The opinion must therefore provide the financial analysis underlying a fairness opinion as well as management's internal financial projections.

The fairness opinion is a short document, but the supporting work behind it is substantial. A well-developed fairness opinion will be based upon past financial performance and factors that could impact earnings, pricing of similar transactions, a review of the investment characteristics of the consideration to be received, and a review of the merger agreement and its terms.

In addressing shareholder actions, Delaware courts have often focused on specifics in fairness opinions and the financial adviser's potential conflicts and incentives. Counsel must be aware of the ongoing developments concerning methods and data used in fairness opinions.

Listen as our authoritative panel discusses M&A fairness opinions and projections in financial disclosure summaries. The panel will also outline best practices for obtaining and reviewing fairness opinions.

1. Purpose of Fairness Opinion
   1. Director duties - business judgement rule
   2. Fairness opinion vs. valuation
2. Methodologies and data
3. Financial disclosure requirements
4. Delaware case law
5. Best practices

The panel will review these and other notable questions:

• What are the different methodologies that can be employed in preparing fairness opinions?
• What disclosures should be included in fairness opinions?
• Once a fairness opinion is disclosed, what additional disclosure obligations may be triggered?
• What are the best practices in light of shareholder litigation cases regarding fair value?