Transaction Advisory

Fairness Opinions

A fairness opinion provides an independent objective analysis of the financial aspects of a proposed transaction from the point of view of one or more of the parties to the transaction

They are often used to protect the interests of company directors, stockholders, investors and involved parties with any kind of fiduciary responsibility. While fairness opinions can not only help avoid disagreements among the individual stakeholders or between stakeholders and the Board, a fairness opinion is often necessary for a Board to have fulfilled their fiduciary duties.

Mercer Capital leverages its historical valuation and investment banking experience to help clients navigate a critical transaction, providing timely, accurate and reliable results. We have significant experience advising boards of directors, management, trustees, and other fiduciaries of middle-market public and private companies in a wide range of industries. Our independent advice withstands scrutiny from shareholders, bondholders, the SEC, IRS, and other interested parties to a transaction, and we are well-versed in the industry standards regarding fairness opinions issued by FINRA.

When performing a fairness opinion, it is also important to take into account any number of alternatives that may exist to the proposed transaction. As a valuation services firm, Mercer Capital is particularly well-equipped to provide the analysis for a deal in which a consideration other than cash if offered – namely, when the consideration is an interest in a closely held company.

Mercer Capital’s comprehensive valuation and transaction experience with public and private capital companies empowers us to efficiently provide unbiased fairness opinions that can rely on to assure stakeholders that the decisions being made are fair and reasonable.

Factors That Can Trigger a Fairness Opinion

  • Merger or sale of the company
  • Sale of subsidiary businesses, or distinct lines of business
  • Recapitalizations
  • Stock repurchase programs
  • Squeeze-out transactions
  • Spinoffs, spinouts, or split-ups
  • Certain ESOP-related transactions
  • Other significant corporate events


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