FAIRNESS OPINION

As part of our transaction advisory and consulting services, Agile Minds is often called upon to provide fairness opinions in transactions. A fairness opinion is usually provided in letter format, and generally provides an opinion concerning whether a proposed transaction is fair, from a financial point of view, to the shareholders (or a specific group of shareholders) of a Target. They are generally addressed to a company’s board of directors or to a special committee of the board.

The purpose of a fairness opinion is to assist directors in making decisions concerning the transaction and to protect decision makers from claims that those decision makers violated the business judgment rule. The business judgment rule requires that the board exercises due care in the process of reaching its decision, that the board acts independently and objectively in reaching its decision, that the decision was made in good faith, and that there was no abuse of discretion in making the decision.