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fairness opinion
A fairness opinion is a professional evaluation by an investment bank or other third party as to whether the terms of a merger, acquisition, buyback, spin-off, or privatization are fair.〔( "About Fairness Opinions | JPKatz", ''JPKatz.com''. )〕 It is rendered for a fee.〔( "Definition, Fairness Opinion", ''Investorwords.com''. )〕〔( Ralph Ward, "A Briefing On Fairness Opinions", ''Inc.com'' (February 2001). )〕 They are typically issued when a public company is being sold, merged or divested of all or a substantial division of their business. They can also be required in private transactions not involving a company that is traded on a public exchange,〔( "Fairness Opinion in private transactions", ''Blackpartners.pl''. )〕 as well as in circumstances other than mergers, such as a corporation exchanging debt for equity.〔Jill R. Goodman()''New York Times'' Dealbook〕Some of the specific functions of a fairness opinion are to aid in decision-making, mitigate risk, and enhance communication.
==Controversy==
Controversy in financial and management circles surrounds the question of the objectivity of fairness opinions, as one aspect of the duty of care in the fairness of a transaction. A potential exists for a conflict of interest when an entity rendering an opinion may benefit from the transaction either directly or indirectly.〔( Marie Leone, "Fairness Opinion Neutrality Questioned", ''CFO.com'' (February 2, 2006). )〕 Directors and officers of the companies also may have an interest in the outcome of the proposed transaction.〔( Yasuhiro Ohta and Kenton K. Yee, "The Fairness Opinion Puzzle: Board Incentives, Information Asymmetry, and Bidding Strategy," Journal Of Legal Studies 37.1, pp. 229-272 (January 2008) )〕 In response, in the United States, the Financial Industry Regulatory Authority (then the National Association of Securities Dealers) issued its Rule 2290 to require disclosure by its members to minimize abuses;〔( Cahill Gordon & Reindel, "FINRA Rule 2290: Required Disclosures in Fairness Opinions" (November 6, 2007) )〕 this was approved in 2007 by the Securities and Exchange Commission.〔( "Fairness Opinions: SEC Approves New NASD Rule 2290 Regarding Fairness Opinions", FINRA Regulatory Notice 07-54. Effective Date: December 8, 2007. )〕
抄文引用元・出典: フリー百科事典『 ウィキペディア（Wikipedia）』
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