Why Fairness Opinions? Theoretical foundation and clinical study in Switzerland

Abstract

Fairness opinions are third-party opinions on the financial fairness of transactions for shareholders. They are primarily commissioned by management bodies of targets especially in the case of public takeover bids. The main objectives of this commissioning are said to be better information provision, independent certification, and documentation of the basis for management decisions and safeguarding. However, an empirical verification of these anecdotally mentioned objectives has not been performed so far. On the basis of a detailed, clinical study of 44 Swiss fairness opinions from the period 2010 to 2020, these objectives are reviewed. It is shown that many arguments speak against the hypotheses of information provision and certification, but that these are very much in line with the hypothesis of formal documentation and safeguarding of the boards of management.