Transaction Opinions
The independence that protects fiduciary duty.
The independence that protects fiduciary duty.
Independent fairness and solvency opinions to support board fiduciary duty in M&A transactions, share buybacks, extraordinary dividends, LBOs and related-party reorganizations, under potential scrutiny from minority shareholders, regulators and courts.
Independent opinion on whether the financial terms of a transaction are fair from a financial point of view to the represented party: the company, its shareholders, or a stakeholder class. Historical application in M&A, buybacks, mergers of equals and going-private.
Brazilian Corporations Law · CVM · Smith v. Van Gorkom · IBA Valuation Guidelines
Assessment that the company remains solvent after a leveraged transaction: extraordinary dividend, leveraged buyback, LBO. Covers balance sheet test, cash flow test and capital adequacy under adverse scenarios.
Brazilian Bankruptcy Law 11.101/2005 · Fraudulent Conveyance
Independent valuation for related-party transactions, conflicts of interest, minority buybacks, exercise of tag-along and drag-along rights. Special-committee support for governance-sensitive decisions.
Brazilian Corporations Law art. 254-A · CVM Reg. 80 · IBA Rules
Technical support in delisting tender offers, multi-criteria valuation (net worth, market, cash flow) and defense in minority shareholder appeals.
Brazilian Corporations Law art. 4 · CVM Resolution 85 · CVM Resolution 78
This service line mobilizes, depending on the mandate, the following technical valuation disciplines:
Infrastructure concession, fairness opinion on acquisition via FIP with contingent consideration and written put on NCI
Real estate FIP, fairness opinion on asset exclusion with DLOM and independent DCF
Large distressed FIDC, fairness opinion on a R$ 16.6 bn portfolio for the fund administrator