With fairness opinion, a third party who is in an independent and fair position independently from various perspectives on the evaluation value of the merger ratio and the like, the transaction price, the management decision of the company leading to the evaluation result when conducting M & A transactions to express intention from a financial point of view about fairness. It is customary for the board of directors to seek opinions from third-party organizations such as investment banks, audit corporations, evaluation firms which have no interest in the company before executing M & A in Europe and the United States. And although it is not obligatory in Japan to acquire, the recognition of its importance is increasing. The purpose of the fairness opinion is to complement the directors’ fulfillment of duty of care and faithful obligation when making decisions that greatly affect the interests of existing stocks. By doing this, You can prove to shareholders and other stakeholders. It may be attached to the convocation notice of the shareholders meeting that approves M & A in order to obtain approval. The fairness opinion is one that will eliminate arbitrariness in the “MBO guidelines (MBO guidelines) by management” (Ministry of Economy, Trade and Industry, 2007) to enhance corporate value and ensure fair procedures It is correspondence.
Fairness opinion requires sufficient information and advanced expertise
Fairness opinion will be issued by investment banks, securities companies, accounting firms. M & A of listed companies and TOB are often prepared by financial advisors of the investment projects, and as a measure to ensure fairness in timely disclosure, mergers between listed parent and subsidiaries, share exchange, fairness It is required to disclose the presence or absence of opinion in Japan. Fairness opinion tends to be misunderstood as audit because it submits an opinion related to finance, but fairness opinion is not a guarantee work, so it is different from audit. And that opinion is addressed to the directors, not responsible to the shareholders. However there are cases where it is attached to the notice of convocation of the General Meeting of Shareholders, so we must also predict that unforeseen circumstances may arise as the number of readers of opinion increases. To create a fairness opinion, the number of acquired financial information must be accurate. In order to provide a fairness opinion, it is necessary to collect and analyze information sufficiently and analyze it with advanced expertise.