Fairness opinion: a guide for executives and boards of directors

Introduction: the fairness opinion, an M&A governance standard

When a board of directors approves a sale, a merger or a mandatory buyout, a single question haunts every mind: is the proposed price truly fair to the shareholders we represent? This question is not theoretical. It determines the personal liability of directors, the legitimacy of the shareholders' decision and, ultimately, the legal soundness of the transaction. The fairness opinion precisely meets this need for a trusted third party.

The fairness opinion is, according to the French Financial Markets Authority (AMF), an attestation issued by an independent expert on the financial fairness of the conditions proposed in a financial transaction. It is today a governance standard across every mature jurisdiction, for listed transactions as well as for sensitive private deals.

« Directors must exercise their functions with all due care and faithfully attend to the interests of the company. » — Swiss Code of Obligations, article 717 paragraph 1.

In an M&A market where shareholder pressure is intensifying, where minority shareholders are increasingly organised and where post-closing litigation is multiplying, the fairness opinion is no longer an optional luxury: it is an act of protection for corporate bodies and a structuring instrument of the negotiation. Yet it remains poorly understood, often confused with a simple valuation, and frequently commissioned too late in the process.

This article reviews the legal and financial definition of the fairness opinion, its historical origin in the United States and its anchoring in French and Swiss law, the concrete reasons that justify resorting to it, the multi-method methodology that underpins it, the situations in which it becomes unavoidable, the profile of the independent expert to mandate, two quantified case studies, the chief executive's perspective, ten frequently asked questions and an operational summary.

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Definition: what is a fairness opinion?

The fairness opinion is a written document issued by an independent financial valuer to the corporate body of a company involved in a transaction. It expresses a reasoned opinion on the fairness, from an exclusively financial standpoint, of the conditions proposed to shareholders or to the holders of the securities concerned. In practice, it answers a simple question: given the information available as of the analysis date, does the offered price or the proposed exchange ratio fall within a defensible value range according to the usual valuation methods?

This opinion does not prejudge the strategic merits of the transaction, the applicable taxation or the other legal conditions of the contract. It focuses exclusively on the financial dimension of the price or proposed ratio, placed within the context of recognised valuation methods: the practitioners' method (Swiss standard recognised by the Federal Tax Administration, circular 28), discounted cash flow (DCF), listed-company multiples, comparable-transaction multiples, adjusted net asset value and, where applicable, share price. The fairness opinion is therefore more than a simple business valuation: it confronts a real price with an objectified range and concludes explicitly on its fairness.

An important distinction must be made. The fairness opinion does not say that a price is optimal; it says it is fair, meaning within a defensible range. Optimising the price falls within the scope of negotiation, competitive processes and the market check. The fairness opinion secures the judgement of the corporate body on the financial defensibility of the decision made.

Origin: from Delaware to AMF and SIX standards

The fairness opinion as we know it today was born in the United States, in the wake of the Smith v. Van Gorkom decision rendered by the Delaware Supreme Court in 1985. In that case, the board of directors of Trans Union Corporation had approved, in less than two hours, a takeover offer without conducting a thorough financial analysis. The Court ruled that the directors had breached their duty of care and incurred personal liability. The decision caused a seismic shift in American board practice: from 1985 onwards, commissioning an independent expert to produce a fairness opinion became a best-practice standard to demonstrate the reasonable diligence of the corporate body.

In France, the AMF formalised the framework through the General Regulation (articles 261-1 to 262-1) and instruction No. 2006-08, requiring the intervention of an independent expert in several situations: public buyout offers followed by a squeeze-out, transactions likely to generate a conflict of interest within the administrative body, mergers or asset contributions between companies linked by a common majority shareholder. The AMF maintains a list of approved professional associations of independent experts and regularly publishes updated positions on the practice.

In Switzerland, the fairness opinion is not mandatory per se, but it has become a market standard for sensitive transactions. The SIX Swiss Exchange and FINMA recommend its use during public takeover offers governed by the Federal Act on Financial Market Infrastructures (FMIA). For non-listed companies, the fairness opinion is part of the case law of the Federal Court relating to article 717 of the Code of Obligations, which enshrines the duties of care and loyalty of directors towards the company and its shareholders. In MBO, MBI or LBO operations, where managers find themselves simultaneously sellers and buyers, the fairness opinion becomes an almost indispensable tool for neutralising conflicts of interest.

Why commission a fairness opinion

The fairness opinion fulfils five complementary functions that, on their own, justify its marginal cost in light of the stakes of a transaction.

First, it protects directors and officers. An independent fairness opinion materialises the reasonable diligence of the corporate body at the time of the decision. In the event of a subsequent challenge — derivative action, recourse by minority shareholders, criminal proceedings for misconduct — this document constitutes probative evidence demonstrating that the directors made their decision in full knowledge of the facts and on the basis of an independent financial analysis. French and Swiss case law explicitly recognises the defensive value of such an opinion.

Second, it secures the shareholder decision. When shareholders are called upon to vote on a merger, a buyout or a divestment, they rely on a third-party opinion to assess the fairness of the offered price. This transparency strengthens the legitimacy of the decision and reduces the risk of post-closing litigation. A fairness opinion published before the extraordinary general meeting transforms an emotional debate into a rational and documented one.

Third, it neutralises conflicts of interest. In related-party transactions — management buyouts, secondary LBOs with a common sponsor, mergers between subsidiaries of the same group, family OBOs — the fairness opinion offers an independent perspective that counterbalances the crossed interests of the parties involved. It is, in these configurations, the only credible mechanism for separating interests.

Fourth, it structures the negotiation. The value range objectified by the independent valuer provides a quantified basis that the parties can use to tighten the price and accelerate the final phase. Rather than opposing two partisan valuations, the advisors can rely on a common reference, which substantially reduces the duration of negotiations and the risk of breakdown.

Fifth, it facilitates the audit and statutory auditing. Statutory auditors and external auditors rely on the fairness opinion to validate the fair value of significant transactions: partial asset contributions, mergers, transactions on treasury shares, intragroup transactions. The document becomes a benchmark that circulates between management, legal counsel, auditors and, where applicable, the market authority.

How a fairness opinion is built

The methodology of a fairness opinion relies on a set of converging valuation methods, in accordance with the standards of the AMF, the CFA Institute and the International Valuation Standards Council (IVSC). No single method is sufficient on its own: it is the convergence — or the reasoned divergence — between several approaches that produces a defensible reference range.

The independent valuer begins with a critical review of the business plan submitted by the target and the buyer. They verify the consistency of the macroeconomic, sector, operational and financial assumptions. This challenge phase is decisive: an unrealistic business plan, whether excessively optimistic or deliberately depressed, distorts the entire valuation results. The valuer cross-checks the assumptions with sector multiples observed in the market and with the historical performance of the company.

Then comes the implementation of valuation methods. The valuation is based on at least four complementary methods — practitioners' method (in Switzerland), DCF, listed comparable-company multiples, prior-transaction multiples — to which may be added, depending on the sector and the nature of the mandate, adjusted net asset value, the real options approach or specific sector methods. For an industrial SME or mid-cap, the valuer typically combines several of these approaches. The practitioners' method, applicable in Switzerland, is recognised by the Federal Tax Administration (FTA) under its circular 28 on the valuation of unlisted securities for wealth tax purposes; it weights the yield value (capitalisation of normalised net profit) and the substance value, and often serves as a reference in intragroup Swiss transactions and related-party operations for fiscal defensibility. The discounted cash flow (DCF) method projects future free cash flows over five to ten years, adds a terminal value calculated using the Gordon-Shapiro formula, then discounts everything at the weighted average cost of capital (WACC) adjusted for country risk, size premium and specific risk. The listed comparable-company multiples method applies multiples observed on a sample of comparable listed companies — EV/EBITDA, EV/EBIT, P/E — to the valued target. The prior-transaction multiples method applies multiples observed on recent private transactions in the same sector. The patrimonial approach, or adjusted net asset value (NAV), restates the balance sheet to bring out latent capital gains on fixed assets, valuation differences on inventories and receivables, and any off-balance-sheet commitments. For listed companies, the analysis of share prices (volume-weighted average price, moving averages, historical premiums) complements the whole.

Each method produces a value range. The valuer then weights these ranges according to the relative relevance of each in the specific context of the transaction, then compares them to the proposed price. The retained reference range and the conclusion on fairness are recorded in a written report, supported by assumptions, sources and calculations. The report is transmitted to the corporate body and, where applicable, attached to the information document intended for shareholders.

When to commission a fairness opinion

Several situations make the fairness opinion either mandatory under regulation or strongly recommended under good governance practices.

Under French law, an independent expert is required for public buyout offers followed by a squeeze-out, transactions likely to generate a conflict of interest within the administrative body (related-party transactions, share buybacks by the company, free allocation of shares to executives in significant quantities), mergers or asset contributions between companies linked by a common majority shareholder, and public offers whose price is lower than the latest share prices. In all these cases, the intervention of the independent expert is governed by articles 261-1 to 262-1 of the AMF General Regulation.

In Switzerland, the fairness opinion is used for voluntary or mandatory takeover offers under FMIA, for significant intragroup transactions in application of article 717 of the Code of Obligations, for management buy-out (MBO) operations with buyout by managers, and for mergers or demergers between non-listed companies controlled by the same reference shareholder.

Beyond these formalised cases, any transaction exceeding CHF 5 million or EUR 5 million involving related parties, significant minority shareholders or reputational risk justifies a fairness opinion. The cost, which typically varies between CHF 25,000 and CHF 250,000 depending on complexity, remains marginal compared to the legal protection and decision-securing stakes.

Whom to call upon

The choice of the independent valuer directly determines the probative value of the fairness opinion. Three criteria should guide the selection.

First, independence. The valuer must have no capital ties, no ongoing commercial mission and no significant contractual relationship with any of the parties for at least twenty-four months. In France, the AMF requires a circumstantial independence declaration. This independence is not only formal: it is economic and psychological. A valuer whose 80% of revenue comes from the buyer will never be perceived as independent, even if legally they are.

Second, sector and methodological expertise. A detailed understanding of the sector — value drivers, cycle, relevant comparables, recent transaction multiples — is essential to produce a credible opinion. Mastery of valuation methods (practitioners' method in Switzerland, DCF, listed multiples, transaction multiples, NAV, real options where applicable) must be demonstrated by prior comparable references, in terms of transaction size and complexity.

Third, the ability to defend the conclusions. The valuer must be able to present their methodology to the board of directors, answer shareholders' questions at the general meeting and, where applicable, defend their work before a court or respond to auditors' questions. A well-written report is not enough: there must be a signatory able to explain, justify and publicly support each of their assumptions.

Hectelion intervenes on fairness opinion mandates for non-listed companies in France and Switzerland, drawing on its dual Franco-Swiss expertise, its multi-method methodology aligned with IVSC standards, and its independence from traditional financial intermediaries. The firm's practice covers MBO/LBO/OBO operations, intragroup mergers, family transfers and sensitive transactions between CHF 2 million and CHF 500 million. Hectelion is not FINMA-licensed and does not intervene on public buyout offers, squeeze-outs or listed transactions, which fall within the exclusive scope of AMF-licensed independent experts in France or FINMA-licensed experts in Switzerland. The valuation methodology deployed systematically combines at least four methods — practitioners' method (for Swiss mandates, in accordance with ESTV circular 28), DCF, listed multiples, transaction multiples — supplemented by adjusted NAV and, depending on the mandate and sector, complementary approaches (real options, sector-specific methods). The work is accompanied by a critical review of the business plan upstream and post-delivery follow-up with the board and legal counsel.

Benefits: legal protection, shareholder acceptance and negotiation structuring

The fairness opinion offers four structuring benefits for the corporate bodies that commission it. The first benefit is legal protection: an independent fairness opinion materialises the reasonable diligence of the board of directors and constitutes, in case of subsequent litigation, probative evidence to demonstrate that the decision was made in full knowledge of the facts.

The second benefit is shareholder acceptance: minority shareholders confronted with a third-party opinion, supported by a multi-method methodology, less frequently challenge the decision voted at the meeting. The third benefit is value securing: the range objectified by the independent valuer provides a quantified reference that structures the negotiation and limits the risk of breakdown in the final phase.

The fourth benefit is execution speed: contrary to received wisdom, a well-conducted fairness opinion accelerates the transaction rather than slowing it down, because it objectifies the positions of each party and neutralises emotional debates on price. Over a horizon of several months of negotiation, this time saving represents, in most cases, a return on investment greater than the direct cost of the assignment.

Limits: budget, timing and methodological scope

The fairness opinion has four limits that must be identified upstream of the mandate. The first limit is budgetary: between CHF 25,000 and CHF 250,000 depending on complexity, the cost is not negligible for an SME, even though it remains marginal compared to the legal risk covered. The second limit is temporal: four to eight weeks of production, which can be in tension with a tight signing calendar.

The third limit is methodological: the fairness opinion is based on the business plan submitted by the parties, which it can challenge but not rewrite. A structurally biased business plan — whether optimistic to support a high price or pessimistic to justify a cheap MBO — limits the probative value of the opinion, even when the valuation methodology is impeccable.

The fourth limit lies in its intrinsic scope: the fairness opinion only rules on the fairness of the price from a financial standpoint. It does not guarantee obtaining the best possible price (which falls within competitive bidding through a structured process), the strategic relevance of the operation, or the quality of the legal documentation negotiated by the parties' counsel.

The 5 mistakes to avoid

Mistake 1: Commissioning the fairness opinion too late

Too often, the opinion is requested after the letter of intent is signed, or even after the board of directors votes. In this case, its role is limited to noting the damage or validating a decision already made. A useful fairness opinion is mandated upstream, as soon as a sensitive transaction is envisaged, ideally at the time of signing the term sheet or letter of intent.

Mistake 2: Choosing a valuer linked to the buyer or to the process's advisors

The economic independence of the valuer directly determines the probative value of the opinion. A firm that also carries out missions for the buyer, or that is commercially linked to the process's advisory bank, cannot be considered independent — whatever its technical talents. Verifying economic independence must precede the signing of the mandate.

Mistake 3: Underestimating the business plan challenge phase

The most frequent mistake is to validate too quickly the assumptions of the submitted business plan. A credible fairness opinion presupposes a methodical critical review of growth, margin, working capital and investment assumptions, cross-checked with sector references, historical performance and multiples observed on comparable transactions.

Mistake 4: Confusing fairness opinion and standard valuation

A valuation produces a range; a fairness opinion confronts this range with a real price and concludes on its fairness. The deliverable, the destination and the legal scope are different. Mandating a simple valuation when the situation requires a fairness opinion exposes to subsequent litigation, with no real economic benefit.

Mistake 5: Neglecting the secondary market dimension

A fairness opinion that concludes that a price is fair does not dispense with competitive bidding through a structured process when technically possible. The fairness opinion secures the legal defensibility of the decision; competitive bidding optimises the price obtained. The two tools are complementary and not substitutable, and their articulation must be considered from the structuring of the process.

Case 1: MBO of a Swiss industrial SME, valuation CHF 38M

In 2025, a Swiss industrial SME specialised in precision robotics generates CHF 47M in revenue for a normalised EBITDA of CHF 9.2M, i.e. a margin of around 19.6%. The 67-year-old founder wishes to sell 80% of the capital to his management team, accompanied by a Swiss mid-cap fund. The proposed price values the company at CHF 38M in enterprise value, i.e. a multiple of 4.1 times EBITDA — a level significantly below the European sector references observed in the period.

The board of directors, on the founder's own recommendation, mandates an independent valuer to produce a fairness opinion for the founder and his family shareholder. The objective is twofold: to secure the divestment decision with respect to the family shareholder, and to neutralise the conflict of interest inherent in an MBO where management is both buyer and strategic operator of the company.

The valuation deploys three converging methods. The DCF on a five-year business plan with terminal value (perpetual growth rate of 2%, WACC of 9.4%) produces a range of CHF 41M to CHF 46M. Listed comparable multiples, calibrated on a European sample of industrial robotics (proxies ABB, Comau, Stäubli), produce a range of CHF 36M to CHF 42M. Prior-transaction multiples on the European mid-cap robotics sector produce a range of CHF 39M to CHF 44M.

Weighted according to the relative relevance of each method in the context, these ranges converge towards a reference range of CHF 39M to CHF 44M. The proposed price of CHF 38M appears slightly below the lower bound of the reference range. The fairness opinion concludes that it is unfair given the reference range and invites the board to renegotiate. After iteration between the founder's advisors and the buyer's, the price is raised to CHF 41M — the weighted lower bound — and the transaction is secured. The CHF 3M differential obtained thanks to the fairness opinion represents more than sixty times the cost of the assignment.

Case 2: Intragroup merger of a French family group, exchange ratio 1 for 1.7

A French family group holds two sister companies: a distribution business generating EUR 28M in revenue for EUR 3.8M of EBITDA, and a logistics business generating EUR 19M in revenue for EUR 4.1M of EBITDA. In 2025, the family holding decides to merge the two entities to simplify the capital structure and prepare for a future transfer.

The board of directors of each company, whose directors are largely common with the family holding, proposes an exchange ratio of 1 distribution share for 1.7 logistics shares. Several non-family minority shareholders hold 12% of the cumulative capital of the two companies and contest the ratio, which they consider unfavourable to the distribution company whose real operational profitability, restated for intragroup management fees, is in their view understated.

Faced with the challenge, the independent valuer is mandated to produce two parallel valuations according to three methods: DCF, sector multiples and adjusted NAV. After restatement of intragroup accounts and neutralisation of management fees billed to distribution, the ranges converge towards a real ratio of between 1 to 1.4 and 1 to 1.5. The fairness opinion concludes that the proposed ratio of 1 to 1.7 significantly undervalues the distribution company to the detriment of minority shareholders.

On the basis of this conclusion, the ratio is revised to 1 to 1.45, validated at the extraordinary general meeting by a large majority and the merger carried out without post-closing litigation. The risk of a derivative action against the common directors, which could have amounted to several million euros in damages, was entirely neutralised.

A word from the chief executive

In an M&A operation, the price is never obvious. Each party defends a range, each advisor pushes its comparables, each method produces a different value. The fairness opinion does not decide on behalf of the shareholders: it gives them a rigorous framework to decide in full knowledge of the facts. As an independent valuer, our role is to protect corporate bodies and to make the transaction defensible — before a court as before a minority shareholder.

What we observe in the Franco-Swiss market: MBOs structured at manifestly low multiples that no one dares challenge internally, intragroup mergers where minority shareholders discover the exchange ratio only at the time of the vote, squeeze-outs at prices that do not hold up against a multi-method analysis. In each of these situations, the fairness opinion is the tool that transforms an emotional debate into a rational and documented one.

Our conviction is that a well-conducted fairness opinion always costs less than the litigation it avoids — and systematically accelerates the transaction rather than slowing it down, because it objectifies the positions of each party. It is a technical act, but also an act of governance.

Aristide Ruot, Ph.D — Founder & CEO, Hectelion SA

FAQ: the 10 essential questions on the fairness opinion

Introduction: what to remember before the questions

The fairness opinion systematically raises the same questions among executives, directors and shareholders concerned by a sensitive operation. This FAQ groups the ten most frequent questions, classified from concept (difference with a valuation) to operational framework (cost, timing, jurisdiction). The answers below summarise the state of French and Swiss practice as of 2026 and constitute a starting point — each situation calls for specific analysis.

Q1: What is the difference between a business valuation and a fairness opinion?

A business valuation produces a value range; a fairness opinion confronts this range with a proposed price and concludes on its fairness. The fairness opinion always includes a valuation, but a valuation alone does not constitute a fairness opinion. The deliverable, destination and legal scope differ. A business valuation may be commissioned for internal management purposes, initial negotiation or family transfer; a fairness opinion answers a precise question posed by a corporate body in anticipation of a formal decision.

Q2: Who can deliver a fairness opinion?

An independent financial expert with business valuation skills and an established reputation in the transaction segment. In France, independent experts within the meaning of the AMF must be members of an approved professional association. In Switzerland, no formal accreditation is required, but economic independence from the parties and methodological expertise are expected by the Federal Court case law on article 717 of the Code of Obligations.

Q3: How much does a fairness opinion cost?

The fee depends on the complexity of the assignment — methods mobilised, sector, transaction size, presence or absence of conflicts of interest, calendar. For an SME, it typically ranges between CHF 25,000 and CHF 80,000. For a mid-cap or a listed company, between CHF 80,000 and CHF 250,000. The cost is generally fixed and independent of the transaction outcome, which constitutes a guarantee of independence.

Q4: How long does it take to produce a fairness opinion?

Between four and eight weeks depending on access to data, the complexity of the business plan and the number of methods mobilised. An accelerated calendar (two to three weeks) is possible but reduces the depth of analysis and therefore the probative value of the document. For a sensitive operation, it is better to anticipate the calendar and mandate the expert from the signing of the letter of intent.

Q5: Is the fairness opinion mandatory in France?

Yes, in several cases listed by the AMF in articles 261-1 to 262-1 of the General Regulation: mandatory buyout, related-party transactions, conflict of interest within the administrative body. Outside these cases, it remains strongly recommended whenever a transaction involves significant minority shareholders or reputational risk.

Q6: And in Switzerland?

No, no general legal obligation applies in Switzerland. However, the fairness opinion is used in takeover offers under FMIA, in MBOs and management buy-out operations, and in sensitive intragroup transactions. Federal Court case law on article 717 of the Code of Obligations makes it a practically unavoidable tool for protecting directors in these configurations.

Q7: Does the fairness opinion guarantee obtaining the best price?

No. It attests that a proposed price is fair from a financial standpoint, i.e. within a defensible range according to usual valuation methods. It does not substitute for negotiation or for competitive bidding through a structured process. A price may be fair and yet lower than what an organised auction would have allowed to obtain.

Q8: Can a fairness opinion be used before a court?

Yes, this is one of its main uses. An independent and well-documented fairness opinion constitutes probative evidence in case of litigation between shareholders, recourse for annulment of a meeting decision or derivative action against directors. The credibility of the document before the judge depends on the methodological quality of the report, the verifiable independence of the expert and the robustness of the retained assumptions.

Q9: What is the difference between a fairness opinion and a second opinion?

The fairness opinion is the main opinion commissioned by the corporate body of the company. A second opinion is requested by a shareholder — often a minority one — or by a third party to challenge the main fairness opinion. The methodology is identical, but the order, distribution and legal scope differ. A second opinion may lead to a renegotiation, a recourse for annulment or a liability action.

Q10: Does Hectelion intervene in both France and Switzerland?

Yes. Hectelion produces fairness opinions for non-listed companies in France and Switzerland, aligned with IVSC standards and AMF/SIX market practice, with in-depth knowledge of the fiscal and regulatory specificities of both jurisdictions. Our practice covers exclusively private transactions (MBO, LBO, OBO, intragroup mergers, family transfers) between CHF 2M and CHF 500M. Hectelion is not FINMA-licensed and does not intervene on listed transactions (takeover offers, squeeze-outs) which fall within the scope of accredited independent experts. Let's discuss in 30 minutes confidentially to frame your project.

Conclusion: securing the shareholder decision through the fairness opinion

The fairness opinion has established itself as a governance standard in sensitive M&A operations, in France as in Switzerland. It protects directors against challenges to their liability, secures shareholder decisions, neutralises conflicts of interest and structures negotiation. Beyond the cases where it is legally required by the AMF or expected by SIX practice, its logic of reasonable diligence and financial transparency makes it a useful tool whenever a transaction involves minority shareholders, related parties or reputational risk.

For French and Swiss executives faced with a divestment, merger, MBO, OBO or buyout operation, the fairness opinion represents a modest investment — between CHF 25,000 and CHF 250,000 — given the legal and economic risk it covers. The choice of an independent valuer, experienced in the transaction segment and capable of publicly defending their conclusions, directly determines the probative value of the document. Hectelion SA intervenes in this scope for non-listed companies in France and Switzerland, with a practice aligned with IVSC standards and AMF/SIX market practice, and economic independence from traditional financial intermediaries. Hectelion is not FINMA-licensed and does not cover listed transactions.

Article summary

The fairness opinion is an independent reasoned opinion on the fairness, from a financial standpoint, of the conditions proposed in an M&A operation. Born in the United States after the Smith v. Van Gorkom decision in 1985, it has established itself as a global governance standard to demonstrate the reasonable diligence of directors.

Its purpose is multiple: to protect corporate bodies against challenges to their liability, secure the shareholder decision, neutralise conflicts of interest inherent in related-party transactions, structure negotiation between parties and facilitate the work of auditors and statutory auditors. The methodology rests on a set of at least four converging methods — practitioners' method (in Switzerland, ESTV circular 28), DCF, listed multiples, transaction multiples — supplemented by adjusted NAV, share price and, depending on the sector, specific sector approaches, the whole being supported by a critical review of the business plan upstream.

In France, the AMF makes it mandatory in several cases (mandatory buyout, related-party transactions, conflict of interest in the administrative body) via articles 261-1 to 262-1 of the General Regulation. In Switzerland, it is strongly recommended under FMIA and under article 717 of the Code of Obligations. Its cost ranges from CHF 25,000 to CHF 250,000 depending on complexity, for a realisation time of four to eight weeks.

The choice of valuer depends on three criteria: verifiable and economic independence, demonstrated sector and methodological expertise, ability to defend the conclusions before the board, the meeting and, where applicable, the court. Hectelion SA intervenes in this scope for non-listed companies in France and Switzerland, with a practice of at least four methods (practitioners' method in Switzerland, DCF, listed multiples, transaction multiples) supplemented depending on the mandate and sector, aligned with IVSC standards and AMF/SIX market practice. Hectelion is not FINMA-licensed — its intervention covers exclusively private transactions (MBO/LBO/OBO, intragroup mergers, family transfers).

Sources

• Autorité des marchés financiers (AMF), General Regulation, articles 261-1 to 262-1 and AMF instruction No. 2006-08 — amf-france.org
• Swiss Code of Obligations, article 717 — Swiss Confederation, fedlex.admin.ch
• Federal Act on Financial Market Infrastructures (FMIA), articles 125 et seq. — fedlex.admin.ch
• Swiss Tax Conference (CSI), circular 28 — Valuation of unlisted securities for wealth tax purposes — ssk-csi.ch
• Smith v. Van Gorkom, 488 A.2d 858 (Del. 1985) — Delaware Supreme Court
• CFA Institute, Equity Asset Valuation (Pinto, Henry, Robinson, Stowe), 4th edition, 2020
• International Valuation Standards Council (IVSC), International Valuation Standards 2024 — ivsc.org
• SIX Swiss Exchange — Takeover regulatory framework — six-group.com
• Association Professionnelle des Experts Indépendants (APEI), 2024 recommendations — apei-experts.fr
• Swiss Federal Court, case law on article 717 CO and director liability — bger.ch
• Hectelion SA — Internal observation, Franco-Swiss M&A market, 2025-2026

Author

Aristide Ruot, Ph.D.
Founder | CEO, Hectelion SA