Fairness Opinions
Protect Your Board. Strengthen Your Process. Advance Your Deal.
Independent fairness opinions that satisfy counsel, protect fiduciaries, and withstand scrutiny.
Your transaction has conflicted parties. Your board needs defensible analysis. Your counsel requires credible, independent validation supported by rigorous financial analysis. .
Houlihan Capital, a FINRA member firm, delivers fairness opinions built on independence, senior-level execution, and industry-specific expertise. Our SOC-compliant workflow, multi-layer internal review, and formal Fairness Opinion Committee approval provide structured safeguards designed to support a strong board process.
Value. Added.
200+ Fairness Opinions Delivered
Public & Private Transactions
Houlihan Capital has provided fairness opinions across related-party transactions, management buyouts, continuation vehicles, de-SPAC transactions, and complex recapitalizations for more than 25 years across a wide array of industries, including technology, energy, financial services, pharma, healthcare, business services, crypto, and many other industries.
FINRA Member Broker-Dealer | Senior-Level Analysis | Every Engagement
Fairness opinions are issued through Houlihan Capital’s FINRA-registered broker-dealer and reviewed by a Fairness Opinion Committee that includes broker-dealer principals.
Representative Engagement
$425 Million GP-Led Continuation Vehicle Transaction
Houlihan Capital was engaged by a special committee of a private equity fund to provide a fairness opinion in connection with a GP-led continuation vehicle transaction involving the sale of a portfolio company to a newly formed vehicle sponsored by the existing general partner.
The transaction presented multiple conflict considerations, including rollover participation by certain limited partners, differential liquidity elections, and the issuance of preferred equity with structured return features. Houlihan Capital conducted a comprehensive valuation analysis utilizing income, market, and transaction-based methodologies, assessed the proposed capital structure and distribution mechanics, and evaluated the financial implications to both rolling and cashing-out investors.
The resulting opinion concluded that the consideration to be received by the non-rolling limited partners was fair, from a financial point of view, as of the date of the opinion. The engagement included formal Fairness Opinion Committee review and presentation of findings to the special committee.
Our Opinion Process
- Fairness Opinions – Independent assessment for management buyouts, going-private transactions, related party acquisitions, recapitalizations, and continuation vehicles
- Board Presentations – In-person or teleconference presentations to boards and special committees
- Comprehensive Valuation Analysis – Market approach, income approach, and/or asset approach with detailed documentation
- Fairness Opinion Deliverables:
- Fairness Opinion Letter addressed to Board or Special Committee
- Board Package with detailed valuation analyses, charts, and financial summaries
Why Boards and Special Committees Partner with Houlihan Capital
We Understand What's at Stake
Process Documentation Matters
Courts examining challenged transactions focus on whether boards conducted rigorous financial analysis and maintained a disciplined process. We provide comprehensive documentation of the valuation methodologies applied and the financial framework underlying the board’s deliberations—creating a defensible record of the board’s decision-making process.
Early engagement demonstrates a commitment to shareholder protection from the outset of the transaction.
Specialized Industry Expertise
Technology, energy, financial services, life sciences, crypto, and other complex sectors require valuation professionals who understand your regulatory landscape and market dynamics. Generic analysis leaves you vulnerable.
Fairness Opinion Industry Leader
Houlihan Capital has delivered 200+ fairness opinions across management buyouts, going-private transactions, related party acquisitions, and complex financings. We’re recognized experts in preparing documentation that demonstrates the Entire Fairness Standard has been satisfied.
Documentation Built to Withstand Challenge
Market approach, income approach, asset-based approach—supported by comprehensive documentation designed to withstand board scrutiny, regulatory review, and expert challenge.
Common Transactions Requiring Fairness Opinions
- Management Buyouts – When executives purchase the company they manage
- Related Party Transactions – Deals between affiliated entities or insiders
- Take-Private Transactions – Public companies going private
- SPAC Transactions – Business combinations and sponsor conflict deals
- Private Funds – Continuation Vehicles, – GP-led secondary transactions, restructuring fund holdings, fund-to-fund transfers
- Recapitalizations – Major changes to capital structure affecting stakeholder interests
Questions Boards and Special Committees Ask Us
- What qualifies as a “conflict of interest” requiring a fairness opinion?
- How early should we engage a fairness opinion provider?
- How quickly can an opinion be delivered?
- What information do you need to deliver a fairness opinion?
- What ‘is your process for presenting to the board or special committee?
- What documentation do you provide?
- How do you maintain independence in related-party transactions?
- Can you provide a fairness opinion if you previously valued the company?
- What happens if your analysis suggests the transaction isn’t fair?
Strategic Insights & Resources
Essential guidance for boards, special committees, and legal counsel navigating conflict and complex transactions.
Fairness Opinion 101: Strategic Considerations
Frame fairness opinions as a strategic governance decision, not just a compliance requirement. This guide helps boards and counsel understand when fairness opinions strengthen process, protect fiduciaries, and demonstrate reasonable deliberation.
Common Issues & Misconceptions
Short, decision-oriented brief addressing what fairness opinions do and don’t address, common board pitfalls, and where governance issues most often arise in conflict transactions.
Fairness Opinions Compendium
Comprehensive reference for legal counsel and transaction professionals covering regulatory framework, case law, methodologies, and documentation requirements.
Explore additional insights on fairness opinions in SPAC transactions.
Ready for the Next Steps?
Book a call with us to:
- Schedule a fairness opinion consultation
- Discuss your specific transaction structure and conflicts
- Review timeline and engagement approach
Andy Smith, CPA/ABV | President
Direct: 216.340.8011 | Cell: 312.972.0012
Email: asmith@houlihancapital.com
