Why Do Boards of Directors of Both Acquiring and Target

question 43

Essay

Why do boards of directors of both acquiring and target companies often obtain so-called "fairness opinions" from outside
investment advisors or accounting firms? What valuation methodologies might be employed in constructing these opinions?
Should stockholders have confidence in such opinions? Why/why not?

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Definitions:

Withdrawal

The act of removing something from a place of deposit or the act of stopping participation in an activity or agreement.

Wrongful Dissociation

The inappropriate withdrawal of a partner from a partnership, which can lead to damages against the departing partner for breach of the partnership agreement.

Judicial Dissociation

The process by which a court may remove a member from a limited liability company (LLC) based on legal grounds.

Winding Up

The process of concluding a business's operations and distributing its assets to claimants, typically as part of liquidation or in preparation for dissolution.