With an increasingly complex economic and legal environment the liability risks in the case of entrepreneurial decisions also increase. For example, members of the managing board of a stock corporation are obliged to make their entrepreneurial decision on the basis of appropriate information to the benefit of the company (Business Judgement Rule, Art. 93, paragraph 1 of the German Stock Corporation Act (AktG)). This shall also apply to the Supervisory Board as well as to the decision-makers of companies of other legal forms.
However, the decision-makers often do not have enough information to assess the financial appropriateness. This gap can be filled by the fairness opinion of an independent, third-party expert. In that way the impression of a decision guided by subjective interests can be avoided.
Objectivisation - Information - Documentation
Finally the fairness opinion forms an essential building block as regards the necessary documentation of the decision-making process.
A fairness opinion can only yield the desired benefit if, with regard to the way of proceeding, the assessment and valuation methodology, comprehensibility and reporting, it is prepared in the most highly qualified way. The draft of the professional standard “Principles for the Preparation of Fairness Opinions" (IDW S6) is to be taken into account.