A fairness opinion is an independent written opinion issued by a qualified financial advisor (investment bank, valuation firm, court-recognized expert) expressing a judgment on whether the financial terms of a proposed transaction are fair, from a financial point of view, to the shareholders or stakeholders for whom the opinion is issued. It is distinct from a business valuation: while a business valuation establishes a value range for the company or asset, a fairness opinion expresses an independent judgment on whether the transaction price falls within an acceptable range given the specific circumstances of the deal.

‍

In a Franco-Swiss M&A context, fairness opinions are required, recommended, or commercially expected in several situations: controlling-shareholder transactions (squeeze-outs, minority buyouts), GP-led secondary fund transactions (continuation vehicles, where ILPA guidance applies), mergers approved by boards of directors who may face conflict-of-interest scrutiny, and transactions involving listed companies subject to the AMF (France) or the COPA — with the FINMA as appellate authority — (Switzerland). Under French law, the AMF General Regulation (article 261-1 II) requires an independent expert report (attestation d'équité) prior to a squeeze-out following a public offer; the legal basis is set out in the Code monétaire et financier (article L.433-4). Under Swiss law, the COPA Ordinance on Public Takeover Offers (article 30 OOPA) governs the framework for listed-company offers.

‍

The methodology underlying a fairness opinion typically combines multiple valuation approaches — DCF, comparable company multiples, precedent transaction multiples, and sum-of-the-parts analysis for holding companies — producing a value range against which the transaction price is assessed. The opinion must be documented, defensible, and independent: the issuing firm must have no material conflict of interest with the transaction.

‍

At Hectelion, we deliver fairness opinions for Franco-Swiss M&A transactions involving privately held companies, in the context of valuation and M&A advisory mandates, as well as in judicial and arbitration contexts, leveraging our standing as court-appointed expert before Swiss cantonal tribunals. For listed-company offers governed by the AMF or the COPA, we collaborate with appropriately accredited co-experts.