Fairness Opinion: When Is It Required and How Much Does It Cost? (France & Switzerland)

Introduction: when is a fairness opinion required, and how much does it cost?

A fairness opinion is required or strongly recommended whenever a transaction involves a potential conflict of interest: MBOs and OBOs where management is both buyer and executive, intragroup mergers, family transfers with a buyout, unsolicited offers, public transactions on listed companies. Its cost is a fixed fee: from 10,000 to 15,000 CHF at the entry level in Switzerland, up to more than 30,000 CHF for the heaviest files, at lower levels in France, for three to six weeks of production covering information gathering, client discussions, the valuation model and the report.

The exercise consists of having an independent third party attest that the price of a transaction is fair from a financial point of view. It protects first and foremost those who decide: the board of directors, whose responsibility is directly engaged under Swiss law as under French practice.

"The members of the board of directors perform their duties with all due diligence and safeguard the interests of the company in good faith.", Article 717 of the Swiss Code of Obligations.

Three questions come up systematically among executives and directors facing a sensitive transaction: in which situations is the fairness opinion actually necessary, who is entitled to produce it depending on whether the company is listed or not, and what does it cost against the risk covered? The answers differ between France and Switzerland, and the wrong choice of provider can invalidate the exercise, a point too often discovered after the fact.

This article answers at a glance by situation, details what drives the price, describes the billing and the course of an engagement, compares the authorised providers, lists the five costly mistakes, illustrates the stakes with a real Swiss MBO case, then answers the ten most frequent questions.

The situations at a glance: when the fairness opinion is needed

Situation	Fairness opinion	Usual provider
MBO, LBO, OBO (management on both sides of the table)	Strongly recommended	Independent valuation firm
Intragroup merger or merger between sister companies	Strongly recommended	Independent valuation firm
Family transfer with buyout by some heirs	Recommended	Independent valuation firm
Unsolicited offer received by the board of directors	Recommended	Independent valuation firm
Public offer, squeeze-out, delisting	Required by regulation	Independent expert recognised by the authorities (AMF, FINMA)

Once the situation is identified, the remaining question is how much the exercise costs depending on the country and the complexity of the file:

Market	Entry level	Heaviest files
Switzerland	10,000 to 15,000 CHF	More than 30,000 CHF
France	From 10,000 EUR	Below Swiss levels for an equivalent scope

Indicative fixed fees drawn from Hectelion's market observations, 2026. Excluding VAT. Transactions involving listed companies, reserved for experts recognised by the authorities, sit above these levels.

The dividing line is regulatory: for transactions on listed companies, only experts recognised by the market authorities are entitled to act; for private transactions, the criterion is the provider's genuine independence and methodological quality. To go deeper into the concept, its legal reach and its use cases, our complete fairness opinion guide remains the reference; this article focuses on the decision: when, who, how much.

Secure your next sensitive transaction

An MBO, an intragroup merger or a family transfer is prepared months in advance, and the fairness opinion takes three to six weeks. Book a free and confidential call: we qualify the conflict-of-interest risk of your transaction, the level of attestation needed and the timeline, before any commitment.

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What drives the price: size, conflict, timeline

First, the size and complexity of the company. The fairness opinion rests on a full multi-method valuation, discounted cash flows, trading and transaction multiples, reasoned weighting; a group with several activities or jurisdictions multiplies the analysis work, which explains the gap between the entry level and the heaviest files.

Second, the intensity of the conflict of interest. The more sensitive the configuration, management as shareholder on both sides, related parties, exposed minority shareholders, the more finely the attestation must document the fair treatment of each, and the more the justification work grows. A merger between sister companies with diverging shareholder bases demands more than an unsolicited offer received from a third party.

Third, the timeline. Three to six weeks are the normal production time, information gathering and client discussions included; a compressed signing calendar requires priority mobilisation that comes at a price, as with any valuation engagement. Anticipating the fairness opinion as soon as the transaction is structured is the simplest cost lever.

Fourth, listing status. For a listed company, the exercise falls within a formal regulatory framework, independent expertise within the meaning of the AMF's general regulation in France, Swiss authorities' requirements for public offers, with documentation and liability standards that mechanically position the engagement above these levels. For a private company, the framework is contractual and the cost more contained.

Finally, the scope of the deliverable. An opinion letter with its analysis report is the core; depending on the case, the presentation to the board of directors, answers to directors' questions, and the updating of the opinion if the transaction timeline slips are added. Each of these elements must appear explicitly in the engagement letter.

France or Switzerland: two frameworks, two price levels

The two markets are not structured the same way. In France, the framework is highly formalised for listed companies, where independent expertise within the meaning of the AMF's general regulation is required in public offers; on private transactions, on the other hand, the range of providers is broad and entry prices markedly lower: based on Hectelion's market observations, a fairness opinion on a simple SME file starts at around 10,000 EUR, with most engagements then joining the orders of magnitude of the Swiss market as complexity rises.

In Switzerland, the entry level sits between 10,000 and 15,000 CHF for an SME, with the heaviest files exceeding 30,000 CHF, and practice is strongly shaped by the duty of care of Article 717 of the Code of Obligations as well as by the requirements applicable to public offers. For Franco-Swiss groups and families, the choice of provider benefits from a dual reading of both frameworks: a transfer whose heirs live on both sides of the border calls for an attestation that is understandable and defensible in both referentials, taxation included.

Fixed fee and independence: how a fairness opinion is billed

The cost is generally a fixed fee, set in the engagement letter after the transaction has been framed. This is a requirement of consistency as much as of budget comfort: an attestation of fairness cannot depend on the time spent obtaining it, still less on the outcome of the transaction. Success-based fees are incompatible with the exercise, as the attesting party would lose the independence on which the value of their opinion rests. It is the same principle as for any independent valuation, taken to its maximum: here, independence is not a quality of the provider, it is the very object of the service.

This fixed fee must be set against what it covers. Relative to the amounts of the transactions concerned, the investment remains marginal: it secures the board's decision, protects minority shareholders, and constitutes the centrepiece of the file if the fairness of the price is later challenged, before a judge or by a shareholder. In the documented cases where the opinion leads to a price adjustment, its cost is covered several times over by the difference obtained, as the case presented below shows.

Who commissions the opinion, and who may rely on it?

The natural commissioning party is the board of directors, whose decision the opinion secures; in the most sensitive configurations, the commission comes from an ad hoc committee of independent directors, constituted precisely to keep interested parties at a distance from the exercise. The engagement letter expressly designates the addressee: it is to them, and to them alone, that the attestation is addressed.

This point, known as reliance, is the most misunderstood of the exercise: a bank financing the transaction, minority shareholders or a co-investor cannot rely on the opinion without the express agreement of its author, generally formalised in an extension letter. The practical consequence is anticipated at framing: identify from the engagement letter onwards who will need to be able to rely on the attestation, each extension of liability being negotiated, and billed, knowingly. Discovering at closing that the lender requires an unplanned reliance is a classic of slipping timetables.

Process and timeline: three to six weeks well spent

The engagement opens with the independence check: the attesting party verifies the absence of any business relationship, cross-mandate or interest in the transaction, a condition of validity of the exercise. Then comes the framing: understanding of the structure of the transaction, the parties and the timeline, followed by a fixed-fee engagement letter.

The core of the work is a full multi-method valuation of the company or companies concerned: financial analysis and adjustments, discounted cash flows, trading multiples and comparable transaction multiples, justified weighting of the approaches. The attesting party then confronts the proposed price with the value range obtained and qualifies its position: fair, below, above.

The engagement concludes with the opinion letter, a concise document attesting whether or not the price is fair, backed by the detailed analysis report, and most often a presentation to the board of directors. In total, three to six weeks covering information gathering, client discussions, the valuation model and the report: this is the parameter to build into the transaction timetable as early as possible, a tight signing being the first cause of tension on these engagements.

Comparing the options: who can produce your fairness opinion

For transactions on listed companies, public offers, delistings, squeeze-outs, the choice is regulated: the exercise falls to independent experts recognised by the market authorities, within the meaning of the AMF's general regulation in France and of the Swiss authorities' requirements for public offers. The large audit networks and licensed boutiques share this market, at the top of the price levels.

For private transactions, MBOs, LBOs, OBOs, intragroup mergers, family transfers, the criterion is not a licence but demonstrable independence and methodological robustness. Three profiles coexist: independent valuation firms, for which this is core business; accountants and fiduciaries, relevant on simple files they know, subject to the absence of a recurring mandate with either party; and investment banks, to be ruled out when they already advise the transaction, their success-based remuneration being incompatible with an attestation of fairness.

Hectelion acts on this second perimeter: fairness opinions on private transactions, MBOs, LBOs, OBOs, intragroup mergers and family transfers, for companies of 2 to 500 MCHF, with a multi-method approach aligned with IVSC standards and a dual Franco-Swiss reading, through its fairness opinion service. Hectelion is not FINMA-licensed and does not act on listed-company transactions, which fall to experts recognised by the market authorities: an assumed perimeter limit, and a transparency criterion every provider should state upfront.

The 5 mistakes that cost money

Mistake 1: Asking the deal's own advisor for the fairness opinion

The investment bank or M&A advisor running the transaction earns a success fee: their attestation of fairness has no independence value, and a judge or a minority shareholder will point it out immediately. The attesting party must be foreign to the transaction, with no business ties to the parties. Separating the roles is not an excessive precaution, it is the condition of validity of the exercise.

Mistake 2: Commissioning it too late

Three to six weeks of production cannot be compressed without damage. Commissioned three weeks before signing, the fairness opinion becomes either a rushed exercise that protects poorly, or the cause of a costly calendar slip. It is commissioned as soon as the structure of the transaction is set, in parallel with the negotiations, not after them.

Mistake 3: Confusing it with a standard valuation

The valuation establishes a value range; the fairness opinion attests that a given price, resulting from a negotiation, is fair against that range and the treatment of the parties. One informs a decision to come, the other validates a decision about to be taken. Ordering one believing you are getting the other leaves the board without the protection it sought.

Mistake 4: Choosing on price without checking independence and method

A low-priced opinion based on a single method, without a documented independence check, turns against its commissioning parties: it suggests that fairness was not seriously examined. Before signing, demand the written independence declaration, the description of the methods crossed and an anonymised example of an opinion letter. The answers to these three requests separate providers more reliably than the quote.

Mistake 5: Skipping it in a family transaction or an MBO "between people who trust each other"

It is precisely when everyone knows each other that the risk is highest: non-succeeding heirs, silent minority shareholders or prudent directors may challenge the price years later. The fairness opinion turns an agreement of trust into a documented, defensible and pacified decision. Its absence is paid for in family conflicts and litigation, far beyond its fixed fee.

Case 1: MBO of a Swiss industrial SME, a price raised from 38 to 41 MCHF

A Swiss precision-robotics SME, 47 MCHF of revenue and 9.2 MCHF of normalised EBITDA, is the subject of an MBO: management, backed by a Swiss mid-cap fund, proposes a valuation of 38 MCHF in enterprise value. A sensitive configuration by construction, the buyers being also the executives who prepared the business plan on which the price is based.

The fairness opinion conducted by Hectelion crossed discounted cash flows (2% perpetual growth, WACC of 9.4%), trading multiples of comparable companies and transaction multiples of the sector, converging towards a reference range of 39 to 44 MCHF. The proposed price of 38 MCHF fell below the lower bound: after discussion between the parties' advisors, it was raised to 41 MCHF and the transaction secured. The 3 MCHF difference obtained for the sellers represents a multiple of the engagement's cost, and the board of directors holds a complete fairness file. The detailed figures of this case appear in our fairness opinion guide.

What if the opinion concludes that the price is not fair?

An unfavourable conclusion is not an accident of the engagement, it is its very office, and it opens three paths, all protective for the board of directors. The first is renegotiation, the most frequent: Case 1 gives the mechanics, a proposed price below the reference range, raised after discussion between advisors, and a secured transaction. The second is the restructuring of the transaction: a conditional price supplement, an earn-out, the correction of the treatment of a category of shareholders, levers that restore fairness without derailing the transaction.

The third is a documented withdrawal: refusing an unfair transaction on the basis of an independent analysis is, for a board of directors, the exact fulfilment of its duty of care, and the file built demonstrates it. The right contractual reflex is anticipated: provide in the letter of intent that the offer is conditional on the conclusions of the attestation, which turns a possible unfavourable conclusion into a negotiation lever rather than a calendar crisis.

The executive's perspective

"The fairness opinion is the only deliverable whose independence is the very object of the service. That is why I refuse on principle that it be produced by anyone earning a fee tied to the success of the transaction: that would be selling an attestation of fairness signed by an interested party."

"In MBOs and family transfers, I am often told that trust is enough. My experience is the opposite: it is between close parties that late challenges are the most painful. A few tens of thousands of francs of attestation are worth more than years of family conflict over a price."

"The right reflex is calendar-driven: the fairness opinion is decided when the structure of the transaction is set, not when signing approaches. Six comfortable weeks produce better protection than three heroic ones."

Aristide Ruot, Ph.D., founder of Hectelion

FAQ: the 10 essential questions on the price and use of the fairness opinion

Introduction: what to keep in mind before the questions

The fairness opinion costs 10,000 to 15,000 CHF at the entry level in Switzerland and exceeds 30,000 CHF on the heaviest files, at lower levels in France; it is produced in three to six weeks, and has value only if its author is genuinely independent from the transaction. The ten questions below are those of executives and directors, with answers based on the Franco-Swiss practice documented in 2026.

Q1: Is the fairness opinion mandatory?

On private transactions, it is not imposed by law: it stems from the board of directors' duty of care, which Article 717 of the Swiss Code of Obligations states expressly. On public transactions, offers, delistings, squeeze-outs, independent expertise is required by regulation, with experts recognised by the authorities.

Q2: How much does a fairness opinion cost for an SME?

From 10,000 to 15,000 CHF as a fixed fee at the Swiss entry level, up to more than 30,000 CHF for the heaviest files, and at lower levels in France, depending on the complexity of the company, the intensity of the conflict of interest and the timeline. Transactions on listed companies, reserved for recognised experts, sit above. Set against the amounts at stake and the legal risk covered, the investment remains marginal.

Q3: Who pays for the fairness opinion?

The company whose board of directors commissions the attestation, most often: it is its decision that the opinion secures. In intragroup or family transactions, the paying party must be chosen carefully so as not to compromise perceived independence; the engagement letter sets it explicitly.

Q4: Is the cost tax deductible?

Incurred in the interest of the company and billed to it, the fairness opinion is as a general rule a deductible expense, in France as in Switzerland. In configurations where it mainly serves a shareholder's interest, the question deserves validation by your tax advisor before the engagement.

Q5: What is the production timeline?

Three to six weeks between the engagement letter and the opinion letter, information gathering and client discussions included, depending on the complexity of the company and the availability of information. It is the timetable constraint to anticipate: it is planned in parallel with the negotiations, never after.

Q6: What does the deliverable actually contain?

A concise opinion letter, concluding on whether or not the price is fair, backed by an analysis report: methodology, multi-method valuation, value range, position of the proposed price, and where relevant an analysis of the treatment of the different categories of shareholders. A presentation to the board of directors generally completes the whole.

Q7: How does it differ from a valuation report?

The valuation report establishes a value range to inform a decision to come; the fairness opinion attests that a negotiated price is fair against that range and the context of the transaction. The latter contains the former, but adds the fairness judgment and the attesting party's commitment, which explains its price positioning.

Q8: Who can sign a fairness opinion?

On listed transactions, an independent expert recognised by the market authorities (AMF in France, Swiss authorities' requirements for public offers). On private transactions, any valuation professional genuinely independent from the transaction, specialised firms first, to the exclusion of anyone remunerated on the success of the deal.

Q9: Does a fairness opinion really protect in litigation?

It is the centrepiece of the board of directors' diligence file: it demonstrates that the decision was taken on the basis of an independent, documented analysis. It does not make the transaction incontestable, but it decisively shifts the burden of demonstration onto the challenger.

Q10: When should it be commissioned?

As soon as the structure of the transaction and the contemplated price are set, and before signing: that is when the opinion can still influence the terms, as in the case presented where the price was raised by 3 MCHF. Commissioning it after the fact reduces the exercise to a defensive formality.

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Conclusion: a modest fixed fee against the risk covered

The fairness opinion follows an insurance logic: from 10,000 to 15,000 CHF at the Swiss entry level to more than 30,000 CHF for the heaviest files, at lower levels in France, as a fixed fee and in three to six weeks, it protects the most exposed decision in the life of a board of directors, the one where the price of a transaction crosses a conflict of interest. The case presented sums it up: a price raised by 3 MCHF for an engagement cost several times lower, and a complete fairness file for the directors.

The decision rule holds in three questions: does the transaction involve a real or apparent conflict of interest? is the company listed, in which case the expert must be recognised by the authorities? and does the timetable leave the three to six weeks needed? If the first answer is yes, the attestation is no longer a comfort option: it is the board's instrument of diligence, and the right time to commission it is now, not on the eve of signing.

Summary of the article

The fairness opinion is called for in all configurations where a conflict of interest weighs on the price of a transaction: MBOs, LBOs and OBOs, intragroup mergers, family transfers with a buyout, unsolicited offers, and public transactions where regulation requires it. Its cost is a fixed fee, from 10,000 to 15,000 CHF at the entry level in Switzerland and beyond 30,000 CHF for the heaviest files, at lower levels in France, for three to six weeks of production including information gathering and client discussions.

The price varies with the size and complexity of the company, the intensity of the conflict of interest, the timeline and listing status. The golden rule is independence: never an attestation by an advisor remunerated on the success of the transaction, a documented independence check, crossed and weighted methods. The five costly mistakes all stem from the same laxity on this point or on the timetable.

On listed transactions, the exercise falls to experts recognised by the market authorities; on private transactions of 2 to 500 MCHF, it falls to independent valuation firms such as Hectelion, which is not FINMA-licensed and does not act on listed companies. Properly commissioned, early and from the right provider, the fairness opinion turns an exposed decision into a documented one, for a marginal cost against the amounts and responsibilities at stake.

Sources

• Autorité des marchés financiers (AMF), independent expertise and public offers
• EXPERTsuisse, professional standards for valuation in Switzerland
• International Valuation Standards Council (IVSC), International Valuation Standards
• Stern School of Business (NYU), Aswath Damodaran, business valuation data and practice
• Swiss Confederation, Code of Obligations, Article 717 (duty of care of the board of directors)
• Swiss Financial Market Supervisory Authority (FINMA), market supervision and public offers in Switzerland

Author

Aristide Ruot, Ph.D.
Founder | Chief Executive Officer, Hectelion SA