M&A Fairness Opinions and Projections in Financial Disclosure Summaries

Disclosure of Management Projections and Financial Advisers' Potential Conflicts, Fair Summary Requirements, and More

A live 90-minute premium CLE webinar with interactive Q&A

Thursday, February 14, 2019

1:00pm-2:30pm EST, 10:00am-11:30am PST

Early Registration Discount Deadline, Friday, January 25, 2019

or call 1-800-926-7926

This CLE webinar will provide deal and litigation counsel with a review of M&A fairness opinions and projections in financial disclosure summaries, including recent Delaware rulings regarding disclosure of management's projections and financial advisers' potential conflicts, the "fair summary" requirement for bankers' analyses, and the methods and data forming the basis of fairness opinions.


In M&A deals, Delaware courts typically require disclosure of the financial analysis underlying a fairness opinion as well as management's internal financial projections. A frequently disputed issue focuses on the sufficiency of the detail forming the basis of an investment banker's fairness opinion.

Delaware courts have often focused on specifics in fairness opinions and the financial adviser's potential conflicts and incentives. Recent decisions included scrutiny of management's financial projections, the financial advisers' substantive work about the opinion provided, and the "fair summary" requirement. Counsel must be aware of the ongoing developments concerning methods and data used in fairness opinions.

Listen as our panel of M&A attorneys discusses M&A fairness opinions and projections in financial disclosure summaries, highlighting critical recent developments in Delaware court decisions. The panel will also outline best practices for obtaining and reviewing fairness opinions.



  1. Fairness opinion duties
  2. Financial disclosure requirements
  3. Methodologies and data
  4. Recent Delaware cases
  5. Best practices


The panel will review these and other notable questions:

  • What is the recent trend coming out of Delaware courts relating to disclosures to include in fairness opinions?
  • Once a fairness opinion is disclosed, what additional disclosure obligations may be triggered?
  • What are the best practices for responding to litigation based on disclosure claims?


Bowers, Helen
Helen Bowers

Associate Professor/Finance
University of Delaware

Ms. Bowers' research focuses on mergers and acquisitions, corporate governance, fairness opinions and the financial...  |  Read More

Ferro, John
John Ferro

Partner, Corporate Value Consulting
Grant Thornton

Mr. Ferro is a highly experienced financial advisor with more than 32 years of valuation, investment banking and...  |  Read More

Kushin, Keith
Keith Kushin

National Fairness Opinion Practice Leader
Grant Thornton

Mr. Kushin specializes in transaction opinions (fairness opinions, solvency opinions and debt opinions) and valuation...  |  Read More

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