Negotiating and Fairness Opinions

About the Course:

The completion of many large corporate transactions hinges on fairness opinions. Thus, insight into the dynamics of commissioning fairness opinions--as well as the related scope, qualifications and potential conflicts--must be understood.

The following are among the issues discussed during this session:

  • To what extent are fairness opinions required?
  • When are fairness opinions delivered? How do such timelines impact deal making?
  • What are bring-down opinions?
  • Is it preferable for a Board of Directors to instruct its law firm to retain a valuation firm to render a fairness opinion?
  • What happens to the submission of the Fairness Opinion if the conclusion is that the proposed transaction is not fair?
  • What are typical qualifications associated with fairness opinions?
  • What are the specific legal requirements as to valuation methodologies that must be incorporated into fairness opinions?
  • What are the common pitfalls that can undermine a board's ability to rely on a fairness opinion?
  • Under which circumstances does the Securities and Exchange Commission require the disclosure of fairness opinions?
  • What about fairness opinions is required to be disclosed under FINRA Rule 5150?
  • How should the preparers of fairness opinions be compensated?
  • What kinds of conflicts of interest should be avoided in the preparation of fairness opinions?
Below are a few of the important cases governing fairness opinions cited during this webinar:
  • Smith v. Van Gorkom
  • Liquidating Trust v. Credit Suisse Securities
  • Southern Peru Copper Corp. S'holder Deriv Litig.
  • Loral Space & Comm. Inc.
  • Subelt Beverage Corp. S'holders Litig.
  • Koehler v. NetSpend Holdings Inc.
  • Tele-Communications, Inc. S'holders Litig.
  • Stroud v. Grace
  • Skeen v. Jo-Ann Stores, Inc.

Course Leader: Steven M. Haas, Partner, Hunton & Williams LLP

Steven represents clients on mergers and acquisitions, securities laws and corporate governance matters. He has advised numerous companies, special committees and controlling shareholders in connection with various going-private and third-party change of control transactions involving strategic and financial buyers. He regularly counsels publicly traded corporations, privately-held businesses and boards of directors with respect to corporate governance issues, including shareholder meeting disputes, demands for advancement and indemnification, internal investigations and fiduciary duty litigation.

Steven is the co-editor of the leading, two-volume treatise Corporate Governance: Law and Practice (LexisNexis). He is also the author of two chapters on stockholder rights and director duties in that treatise. In addition, he has authored over thirty articles that have appeared in legal and business publications such as The M&A Lawyer, Deal Lawyers, The Corporate Counselor, Delaware Law Review, Securities Litigation Report, and Wall Street Lawyer, among others.

Course Length: Approx. 1.5 hours


Optional: A quiz is offered for an additional $39. This quiz is delivered in true/false, multiple choice and very short answer format. Certificates of Achievement in Negotiating and Fairness Opinions will be furnished to those that score 70% and above.

Purchase Now:

Negotiating and Fairness Opinions

Need help purchasing this course? Please contact Neomi Barazani at 609-919-1895 ext. 100 or at