Second opinion / Fairness Opinion

In some situations there is need for an additional opinion from an independent expert on the value of a company or the basic premises on which the value is based

Second opinion

BrightOrangeTalanton's consultants have experience of second opinions in different situations which often is taken as an independent expert.

Situations where second opinions may be relevant:

• Disagreement over the value (provision) for the purchase / sale of a company;
• Dispute between shareholders in connection with buyout, litigation and transfer restrictions;
• Discussion with tax authorities regarding the economic value of a company or business;

Fairness opinion

A fainess opinion relates specifically to asses whether a transaction (buy / sell) at a price and conditions is "fair". The expert will assess whether the transaction terms, mainly the price, match the underlying value of the company.

The fairness opinion is not only used to verify whether the transaction makes sense economically. The instrument can also limit legal liability issues. Afterwards it is often complex to determine whether transactions are made on a proper basis because conditions will be subsequently amended. When an independent evaluation at the time of the proposed transaction is performed, it can be of decisive importance in subsequent proceedings.

In practice, fairness opinions mainly prompted by the Supervisory Board (SB) of selling businesses. The fairness opinion in this case, use the SB when deciding whether to formally support the bid. Yet it is certainly useful if the board or supervisory board demands for a fairness opinion when a purchase transaction (acquisition). Acquisitions often have  a large interest and therefore a right decision is vital for the continuity of an enterprise.