Fairness Opinions & Swap Ratio Justification
Fairness Opinions & Swap Ratio Justification
Fairness opinions and swap ratio justifications are essential in mergers, acquisitions, and corporate restructuring to ensure that transaction terms are equitable for all stakeholders. Singh Gulati & Associates provides independent, objective, and comprehensive analysis to assist boards, investors, and regulators in evaluating the fairness of proposed deals.
We integrate financial, operational, and market data to determine appropriate valuations and swap ratios. Our reports facilitate informed decision-making, regulatory compliance, and transparency in corporate transactions.
About This Service
Our services include the preparation of fairness opinions for mergers, acquisitions, buybacks, and other corporate transactions. These opinions assess whether the proposed transaction terms are financially fair to shareholders and other stakeholders.
We also provide swap ratio justifications for share exchanges in mergers or demergers, determining equitable share allocations based on valuations of the companies involved. This ensures compliance with statutory requirements and safeguards shareholder interests.
In addition to valuations, we prepare comprehensive reports detailing methodology, key assumptions, and analysis. These reports serve as formal documentation for boards, regulators, and auditors, ensuring transparency and adherence to regulatory standards.
We further offer advisory support during negotiations and filings, assisting companies in structuring transactions that are equitable, compliant, and strategically advantageous. This end-to-end guidance helps minimize potential disputes and regulatory challenges.
Key Features / Scope of Work
Preparation of fairness opinions for mergers, acquisitions, and buybacks
Swap ratio justification for share exchanges in mergers or demergers
Valuation of companies and shares involved in corporate transactions
Preparation of detailed reports with methodology, assumptions, and analysis
Advisory support for transaction structuring and negotiations
Ensuring compliance with the Companies Act, SEBI, and other regulatory guidelines
Documentation for boards, regulators, and auditors
Transparent, independent, and defensible opinions to support stakeholder decisions
- Statutory & Regulatory Audits
- Business Valuation (DCF, Market, NAV)
- PPA (Purchase Price Allocation) as per Ind-AS 103 / IFRS 3
- Fixed Asset Valuation
- Share Valuation under Companies Act, FEMA, Income Tax
- Valuation for Mergers, Demergers, Buyback, Slump Sale
- ESOP Valuation (Black-Scholes, OPM)
- Intangible Asset & Brand Valuation
- Fairness Opinions & Swap Ratio Justification
- Valuation of Preference Shares, CCDs, Debentures
- Insolvency-Related Valuation (IBBI Registered Valuers)
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