Second Opinion and Fairness Opinion

Fairness Opinion

A fairness opinion is a professional evaluation, typically provided by an investment bank or a valuation advisory firm, assessing whether the financial terms of a transaction (such as a merger, acquisition, leveraged buyout, or spin-off) are fair to the shareholders from a financial point of view. It is not a recommendation to approve or reject the deal, but rather an expert assessment of whether the price and terms are reasonable based on financial metrics, valuation methodologies, and market conditions.

Fairness opinions are commonly requested by boards of directors, special committees, or fiduciaries to demonstrate that they have exercised due diligence and fulfilled their fiduciary duties, particularly in transactions where conflicts of interest may be present (e.g., management buyouts, related-party transactions, or deals involving controlling shareholders). These opinions serve as a risk-mitigation tool, helping to protect against shareholder lawsuits.

Second Opinion

A second opinion in M&A refers to an independent assessment of a deal, often sought by boards, shareholders, or other stakeholders who want an alternative viewpoint beyond what the primary advisors or management are presenting. Unlike a fairness opinion, which is typically formalized and structured, a second opinion can be more flexible and may encompass broader strategic considerations, such as:

• Whether the deal structure is optimal
• Potential alternative transactions that could create greater value
• Risks that may not have been fully addressed
• The quality of financial projections and synergies

A second opinion is particularly valuable when there is doubt about the motives or independence of the primary financial advisor, or when a board wants to ensure it is considering all strategic alternatives before proceeding with a deal.

ConAlliance: Expert Second Opinions & Fairness Opinions in M&A

ConAlliance provides independent second opinions and fairness opinions to ensure the highest level of financial and strategic scrutiny in mergers and acquisitions. Our fairness opinions deliver a rigorous, unbiased assessment of whether a transaction’s financial terms are fair to shareholders, mitigating risk and fulfilling fiduciary duties. Our second opinions offer a critical, alternative evaluation of deal structures, valuation methodologies, and strategic alternatives, empowering boards and stakeholders to make fully informed decisions.

With ConAlliance, you gain access to expert analysis, deep market insights, and uncompromising independence—ensuring your M&A decisions stand up to the highest standards of corporate governance and financial integrity.