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The certification hypothesis of fairness opinions

  • Already a standard instrument in US transactions for some time, fairness opinionshave recently gained increasing popularity in other countries as well. While the benefitsof fairness opinions for board members are evident, as they contribute to reducethe risk of shareholder lawsuits, potential benefits for shareholders of the acquiring orthe target company are less obvious. We study the certification role of fairness opinionsin corporate transactions for shareholders of the acquiring company. In a setting withasymmetric information between management and shareholders and misaligned managerialincentives, we show that: (i) in a world without fairness opinions an optimalequilibrium, i.e., one in which the management realizes all “good” transactions and abstainsfrom making “bad” ones, is generally not feasible; (ii) in a world with mandatoryfairness opinions, the unique sequential equilibrium is optimal; and (iii) when fairnessopinions are voluntary there exists an optimal sequential equilibrium but other, nonoptimalsequential equilibria may also exist. We also discuss the implications of theabove results to issues of optimal regulation of takeovers. The paper was published in International Review of Law and Economics, 31 (2011) 4, 240-248.

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Document Type:Working Paper
Author:Bernhard SchwetzlerORCiD, Pierfrancesco La MuraORCiD, Marc Steffen RappORCiD, Andreas Wilms
Center:Center for Corporate Governance (CCG)
Year of Completion:2009
HHL Working Paper 92. Leipzig: HHL - Leipzig Graduate School of Management, 2009