Appraisal Fairness Opinions


An appraisal fairness opinion is an expert assessment of the fairness of the value of a company, a security, or an asset. It is usually prepared by an independent financial advisor or an investment bank and is typically requested by the board of directors or management of a company when the company is considering a merger, acquisition, or other significant transaction. The Fairness Opinion provides the board of directors with an opinion on whether the consideration to be received in a transaction is fair from a financial point of view.

Appraisal Fairness Opinions, Appraisal Rights, Appraisal Arbitrage, Contribution-in-Kind Reports, and other transactional opinions document, evidence and support that a transaction is either financially sound and commercially reasonable or it is not.

Appraisal Fairness Opinions require highly-trained—highly-skilled—highly-credentialed discipline specific and multi-disciplinary valuation experts  with decades of experience to provide objective, credible, authoritative and well-supported  opinions to show that a Board of Directors and other fiduciaries have or have not acted prudently and have met their regulatory requirements and other obligations to operate in the best interests of the shareholders and other stakeholders as to whether or not to proceed with a particular transaction.

As with all opinions… they are only as credible as those that prepare them.

Super Appraisers

EDS holds the only RICS Expert Witness Accreditation Service (EWAS) and Dispute Resolution Service (DRS) Certifications
in the Western Hemisphere—one of only a handful of such Certifications in the world.

EDS is an Elite-Rated member of the peer-voted Super Appraisers® Global Network of internationally-recognized appraisal luminaries.

EDS has prevailed in billions-of-dollars at issue in some of the world’s most complex— important—high-profile—and valuablevaluation litigation.

The expert will consider various factors when providing the opinion, such as the current market conditions, the financial performance and prospects of the company, the performance of similar companies, and any other relevant information. Additionally, it will consider the methodologies used to value the company and the assumptions made by the valuer.

The Fairness Opinion is usually based on a thorough analysis of the company’s financials, market conditions, and other relevant information. It is a significant document that can be used by the board of directors to support their decision-making process and to demonstrate to the shareholders that they have acted in the best interests of the company.

EDS valuation experts are internationally accredited  American Society of Appraisers (ASA), Royal Institution of Chartered Surveyors (RICS), and Appraisal Institute (MAI) appraisal instructors—all well-published luminaries in the global valuation community. They include Uniform Standards of Professional Appraisal Practice (USPAP) and International Valuation Standards (IVS) and RICS ‘Red Book’ instructors, Value Adjustment Board (VAB) Magistrates, and former state/federal appraisal regulatory compliance officers whose independent professional opinions have allowed our global clientele to prevail in billions-of-dollars at issue in courts and tribunals and alternative dispute resolution throughout-the-world.

Typical transactions involving Appraisal Fairness Opinions, Appraisal Rights, Appraisal Arbitrage, and Contribution-in-Kind Reports include Mergers and Acquisitions, Appraisal Rights / Dissenting Stockholder / Appraisal Arbitrage, Leveraged Buyouts, Managed Buyouts, ESOP-Related Transactions, Corporate Reorganizations, Corporate Divestitures, Bond Indentures, Joint Ventures, Financial Restructuring, Affiliated Transactions, Going-Private Transactions, and major leasehold and capital asset expenditures.

Our Appraisal Fairness Opinion process includes comprehensive due diligence, valuation of the company, including specific valuation of equity classes or debt securities, valuation of the consideration if other than cash, assessment of the fairness of the proposed transaction price, from a financial point of view, by comparing the indicated range of fair value to the analysis of the transaction strike price, the process is undertaken by the Board of Directors, the structure of the transaction, the likelihood of transaction closing (e.g., public relations, political, regulatory, financing and other considerations), thorough analysis and assessment of the offer and the opportunity to improve terms, and the form and likelihood of realizing the consideration.

EDS Appraisal Fairness Opinions, Appraisal Rights, Appraisal Arbitrage, Contribution-in-Kind Reports, and other such transactional opinions are independent and objective and render credible findings that will withstand scrutiny and challenges from regulatory, judicial, and taxing authorities.