Fairness Opinions

A Fairness Opinion is a study or report undertaken by a well seasoned and experienced independent individual or other third party as to whether or not the terms of a merger, acquisition, spin-off, buy-back, going private, proposed project or other similar transaction is fair or equitable to the shareholders of the company for whom the opinion is being rendered. These opinions most often come into being at the request of the Board of Directors, Senior Management or Majority Shareholders to assist them in determining if a specific transaction, like those noted, are "fair" from a financial point of view.

The final Opinion and the data or report supporting the Fairness Opinion are created or structured to allow those with fiduciary responsibility to both fulfill and discharge that responsibility and comply with a wide variety of rules. This includes such rules as the Business Judgment Rule, Due Diligence Analysis and similar rules, in the event the transaction is ever questioned by another in the financial community, Banking or Securities Regulators, or a Court of Law.

One of the key underlying factors in the preparation and analysis of a Fairness Opinion is the ability of the Analyst ("preparer") to both understand the overall nature of the transaction and to be able to present their case for fairness or equity, especially in light of future or projected events. What might not seem fair in a transaction at a specific point in time, could easily become very equitable and fair as time and the transaction unfolds out into the future. Hence, the transaction was fair and equitable, but it required the understanding, knowledge, insight and economic/financial and corporate abilities of a well seasoned Analyst (preferably an Economist) to understand and project all of these potential events from a multi-disciplined point of view into one single report or opinion in order to determine "fairness."

Dr. Lehrer has been involved in banking, finance, economics and corporate dynamics for over thirty (30) years. When combined with his broad-based education, background, and prior assignments, he is well prepared to undertake such engagements and they are undertaken in an effective and cost-efficient manner.