Fairness Opinion and Special Committee Practice

Sometimes a Board of Directors must address situations or transactions that require the formation of a committee of independent directors or the advice of a financial expert that does not have a vested interest in the transaction. Recent court cases have highlighted the need for a transaction or Special Committee to have financial advice that is independent and free of conflicts.

The CenterCap Group team has experience in advising Special Committees and Boards of Directors on a broad range of transactions. Our leadership team has advised companies on a multitude of transactions such as stock for stock mergers, recapitalizations, strategic asset divestitures, shareholder activism, cross border transactions, management buy-outs, leveraged recapitalizations and restructurings. We are able to provide advice to Special Committees when a conflict of interest develops with a company’s existing investment banking relationship – for example when a firm providing the advice has a material financial interest at stake from providing financing to unwinding a hedge.


We are an independent advisory firm that focuses solely on providing strategic advice to our clients. We do not have any conflicts arising from trading, ownership or securities research.


The CenterCap leadership team has advised on more than $400 billion of transactions for firms world-wide. Every transaction is led by an experienced and seasoned senior banker who has the experience to guide and advise the Board or Special Committee on the various transaction complexities. We are sensitive to the issues independent directors face and are mindful of the high profile transactions and attendant shareholder scrutiny.


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