Fairness Opinions

A board approving a major transaction has to show it met its fiduciary duties. Our opinion, and the analysis behind it, becomes part of that record.

A senior banker from the relevant sector group leads each engagement. We review the transaction documents and management’s projections, test the assumptions with management, and value the company several ways. The board receives a signed opinion letter and a presentation of the analysis before it votes, and we work with company counsel on the summary that appears in the proxy or information statement.

Our role continues after closing. We help the company maintain accurate records, stay current on new regulations and reduce the risk of unintentional violations.

We can be engaged by the board or a special committee solely to render the opinion, with no role in negotiating the transaction. When YAC also advises on the deal, the opinion states that role and how we are paid, so the board can weigh it.

Disclosure. As a FINRA member firm, our opinions include the disclosures required by FINRA Rule 5150, among them any contingent compensation, material relationships with the parties, and whether the information provided to us was independently verified.