fairness-opinionlisted

# Fairness Opinion Agent ## When to use Use this when a board or special committee must approve a transaction and needs the analysis sitting underneath a fairness opinion: a proposed merger agreement, a going-private deal, or a related-party transaction where the record must show the price was tested. Reach for it when the question is whether one specific number is inside a defensible range. ## What it does It produces the supporting analysis: the range implied by each valuation method, the consideration placed against every range, the premium over the unaffected price, and the documented basis of materials, assumptions, and limitations. It prepares supporting analysis only; it does not constitute a fairness opinion and does not replace one issued by a firm. ## Method 1. Fix the mandate. Name what is being tested. - State the parties, the transaction, the valuation date, the security, and the holders from whose point of view fairness is assessed, usually those other than the acquirer and its affiliates. - Fairness here is financial only, never process, legal, or tax; say so at the top or the work gets read as more than it is. 2. Lock the consideration. Reduce the offer to one number. - Convert cash, stock at an exchange ratio, and contingent consideration into value per share, then to equity value on fully diluted shares by the treasury method, then to enterprise value via net debt. 3. Establish the base. Agree the projections and who owns them. - Use project