摘要：Many American publicly traded companies have chosen a path to growth through merger and acquisition.As part of this strategy,investment bankers and lawyers are commonly hired to assist in the search for merger partners and help navigate the merger process.Still the merger process can be fraught with opportunities for mistakes and potential shareholder litigation.Costly shareholder lawsuits have followed many high profile mergers when these mergers have failed to deliver adequate shareholder value.Divestitures shortly after a merger are also a common byproduct of poorly matched merger partners.Billions of dollars of shareholder value have been lost due to illadvised mergers.Since the mid-1980’s boards of directors have relied upon third party fairness opinions in their quest to purportedly increase the chance of merger success and limit board litigation exposure.These opinions bring a so-called "second set of eyes” to bear on the proposed merger transaction.Despite good intentions,fairness opinions are not without their detractors.Commentators have questioned the value of the fairness opinion and the independence of preparers.Recently the National Association of Securities Dealers (NASD) has proposed rules to improve the fairness opinion process.The aim of this paper is to examine the fairness opinion process in areas such as independence and true value provided.The authors’ conclusions include a finding that fairness opinions have become more ritualistic and less substantive.Relying upon this analysis,seven areas of suggested improvement to the fairness opinion process are proffered.
关键词：Many American publicly traded companies have chosen a path to growth through merger and acquisition.As part of this strategy,investment bankers and lawyers are commonly hired to assist in the search for merger partners and help navigate the merger process.Still the merger process can be fraught with opportunities for mistakes and potential shareholder litigation.Costly shareholder lawsuits have followed many high profile mergers when these mergers have failed to deliver adequate shareholder value.Divestitures shortly after a merger are also a common byproduct of poorly matched merger partners.Billions of dollars of shareholder value have been lost due to illadvised mergers.Since the mid-1980’s boards of directors have relied upon third party fairness opinions in their quest to purportedly increase the chance of merger success and limit board litigation exposure.These opinions bring a so-called "second set of eyes” to bear on the proposed merger transaction.Despite good intentions,fairness opinions are not without their detractors.Commentators have questioned the value of the fairness opinion and the independence of preparers.Recently the National Association of Securities Dealers (NASD) has proposed rules to improve the fairness opinion process.The aim of this paper is to examine the fairness opinion process in areas such as independence and true value provided.The authors’ conclusions include a finding that fairness opinions have become more ritualistic and less substantive.Relying upon this analysis,seven areas of suggested improvement to the fairness opinion process are proffered.
