SPAC Fairness Opinions

Independent financial analysis for de-SPAC transactions in today’s heightened regulatory environment. 

The de-SPAC landscape has fundamentally shifted. Following the MultiPlan ruling and the SEC’s 2024 SPAC reform rules, independent financial analysis is now a central component of how boards document and support their fiduciary process — with more than 57% of de-SPAC transactions disclosing receipt of a fairness opinion in public filings, up from less than 20% historically. 

Houlihan Capital provides objective, independent SPAC fairness opinions tailored to the structural complexities of blank check company transactions — delivered with the rigor and documentation expected by regulators, shareholders, and courts. 

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Why SPAC Boards Seek Independent Fairness Opinions

Whether you’re a SPAC director navigating a de-SPAC merger, a special committee evaluating sponsor conflicts, or outside counsel advising on disclosure obligations, a well-supported SPAC fairness opinion helps you: 

  • Support informed decision-making with objective, independent financial analysis of the transaction’s fairness 
  • Address structural conflicts — including sponsor promote economics, PIPE financing, earn-outs, and redemption mechanics — from a documented financial perspective 
  • Strengthen regulatory disclosures under S-4 and F-4 filings in the SEC’s post-reform environment 
  • Build a clear evidentiary record consistent with the entire fairness standard of review articulated in MultiPlan 
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Our Approach

Our SPAC fairness opinions are built around the structural complexities unique to blank check company transactions. Each engagement typically includes: 

  • Assessment of independence and potential conflicts in connection with the engagement 
  • Analysis of the merger agreement, sponsor economics, PIPE structure, earn-outs, and management projections 
  • Valuation analyses including DCF, Guideline Public Company, Precedent Transactions, and dilution/redemption modeling 
  • A written opinion, supporting financial analyses, and board or special committee presentation 
  • Q&A support throughout the process 
  • Support throughout the filing process as it relates to our opinion 

 

Our opinions are issued through Houlihan Capital’s FINRA-registered broker-dealer and prepared with the expectation that they may be reviewed by regulators, shareholders, or courts. 

Digital stock ticker with green and blue numbers and the word SPAC across a striped background.
Team of professionals collaborating with laptops and notebooks, overlaid by a city skyline reflection.”

About Houlihan Capital

Established in 2010, with origins dating back to 1996, Houlihan Capital is an employee-owned valuation and investment banking firm serving business owners, institutional clients, and their trusted advisors. Our team of 40+ professionals has substantial experience providing fairness opinions across a wide range of de-SPAC transaction types, including:

  • Cross-border de-SPAC combinations
  • Transactions involving significant shareholder redemptions
  • PIPE-anchored mergers
  • Earn-out-heavy and contingent consideration structures
  • Complex multi-class capital structures
  • Distressed or down-round scenarios


We routinely coordinate with securities counsel to ensure that financial analysis aligns with disclosure requirements and transaction timelines.

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The Evolving Legal and Regulatory Landscape

Judicial Scrutiny and the Entire Fairness Standard

Following the MultiPlan ruling in 2022 and the SEC’s 2024 SPAC reform rules, boards pursuing de-SPAC transactions face heightened scrutiny under the entire fairness standard — requiring demonstration of both fair dealing and fair price. The enhanced disclosure regime has made well-documented independent financial analysis an increasingly important component of the board’s fiduciary process. 

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Frequently Asked Questions

No rule explicitly requires one. However, in the current regulatory and litigation environment — particularly following MultiPlan¹ and the SEC’s 2024 final SPAC reform rules² — many boards treat them as an important component of their fiduciary process and disclosure obligations. 

A fairness opinion evaluates whether the consideration in a transaction is fair, from a financial point of view, to a specified party — typically the SPAC or its public shareholders. It does not opine on legal fairness or strategic merits. 

Timing depends on transaction complexity and data readiness. Many engagements are completed within several weeks, though expedited timelines may be accommodated. 

Typically, the SPAC board or a special committee engages the independent financial advisor, and the SPAC entity pays the advisory fee. 

No. However, it may strengthen the board’s evidentiary record in demonstrating informed, good-faith decision-making consistent with fiduciary obligations. 

The SEC’s 2024 final SPAC reform rules² heighten disclosure requirements and increase scrutiny of financial projections and conflicts of interest. As a result, boards increasingly seek well-supported financial analyses to underpin their fairness determinations. 

Ready to Discuss Your Transaction?

Contact our team to discuss your transaction timeline, structure, and engagement requirements. 

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Selected Authorities

¹ In re MultiPlan Corp. Stockholders Litigation, C.A. No. 2021-0300-LWW (Del. Ch. Jan. 3, 2022). 
² Special Purpose Acquisition Companies, Shell Companies, and Projections, Securities Act Release No. 33-11265, Exchange Act Release No. 34-99480 (Jan. 24, 2024). 

 This content is for informational purposes only and does not constitute legal or investment advice.