About the Course
Introduction
This CLE course will provide M&A counsel with a review of fairness opinions and related disclosure summaries, including best practices regarding disclosure of management's projections and financial advisers' potential conflicts, the "fair summary" requirement for bankers' analyses, and the methods and data forming the basis of fairness opinions.
Description
Fairness opinions may be used in many different types of M&A transactions, including acquisitions, recapitalizations, reorganizations, buybacks, spin-offs, leveraged buy-outs, and going private transactions.
Fairness opinions arise from the business judgment rule – a standard requiring corporate directors to make informed decisions, in good faith, in shareholders’ best interest, without fraud and free from self-dealing. Boards generally obtain fairness opinions in connection with the consideration of a proposed transaction to help establish that the standard for the duty of care was met.
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 and anticipated future financial performance and other factors that could impact earnings, pricing of similar transactions, and a review of the investment characteristics of the consideration to be received.
A frequently disputed issue in a fairness opinion is the sufficiency of the informational and analytical details forming the basis of the opinion. Counsel must be aware of ongoing developments concerning methods and data used in fairness opinions, as well as the key aspects of the opinion, required disclosures, intended uses, due diligence considerations, scope, and more. In addition, the financial adviser's potential conflicts and incentives are an important aspect of the opinion.
Listen as our authoritative panel discusses fairness opinions and related disclosure summaries. The panel will also outline better/best practices for obtaining and reviewing fairness opinions, and important case law discussions.
Presented By
Mr. Schnell is one of the most active lawyers in the U.S. counseling public companies on M&A transactions. He is a leader of the firm’s shareholder activism practice, and represents clients in shareholder activism matters, proxy solicitations, and other contests for corporate control. A significant portion of Mr. Schnell’s practice is spent helping companies, and their boards of directors and management teams, with their most challenging and high-stakes circumstances; many of these matters remain private. He regularly represents acquirers, targets, and financial advisers in U.S. and cross-border mergers, acquisitions, takeovers (both negotiated and contested), leveraged buyouts, and other corporate transactions across industries. Mr. Schnell has a particular emphasis on the representation of public companies and their boards of directors in sale processes (to both strategic and financial acquirers). He also advises several of the firm’s investment banking clients as financial advisers in various public M&A transactions.
Mr. Taylor specializes in complex financial and valuation analysis for disputes and has served clients, and provided expert evidence in venues around the world. His primary areas of concentration are valuing business entities and their equity instruments, IP and intangible assets, vacant and improved property, common and preferred stock of closely held businesses, business damages and lost profits analyses, strategic alternatives analyses, reviewing appraisals relative to established professional standards, and preparing fairness and solvency opinions. With more than 35 years of financial and valuation experience, Mr. Taylor has provided litigation support consulting and expert testimony in matters related to fair value, minority-interest buyouts, bankruptcy proceedings, damages analysis, post-transaction disputes, and royalty and intellectual property disputes. He has worked with clients across various industries, including consumer products, energy, entertainment, financial services, gaming, healthcare, non-profits, oil and gas, pharmaceuticals and biotechnology, private equity, professional services, real estate, retail, shipping and transportation, technology, telecommunications. He also serves as a joint/court-appointed independent financial expert/appraiser.
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Date + Time
- event
Wednesday, August 26, 2026
- schedule
1:00 PM ET / 10:00 AM PT
I. Purpose of fairness opinion
A. Director duties: business judgement rule
B. Fairness opinion vs. valuation
II. Characteristics of a fairness opinion
A. Description of underlying transaction, the documents, parties to the transaction, and the requesting party
B. Scope/purpose of the opinion and what it is not
C. Authorized uses: what to consider
III. Due diligence, assumptions, qualifications, and disclosures
IV. Methodologies and data
V. Financial disclosure requirements
VI. Delaware case law
VII. Better/best practices for obtaining and reviewing fairness opinions.
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?
