A fairness opinion is an opinion given by a third independent party (Investment bank, valuation firm, auditors) on the financial terms of a transaction (Disposal, contribution, Merger) which could create a Conflict of interest between the parties to this transaction (sale by a Parent company of one of its Assets to its listed Subsidiary, which also has Outside shareholders). This opinion is submitted in the form of a letter and is most frequently based on detailed valuation work. The AIM is to provide the Shareholders or directors who will have to make the decision with deeper insight into financial aspects of the transaction. In complex transactions and in situations of Conflict of interest, directors may want to rely on a fairness opinion to help them make an informed decision and/or to be able to disclAIM responsibility vis-à-vis their Shareholders.

(See Chapter 43 Corporate governance of the Vernimmen)

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