The Fairness Opinion Crisis: How Investment Banks Undermine M&A Valuations

The article critiques fairness opinions in corporate mergers and acquisitions, arguing that investment banks like Lazard and Evercore use flawed methodologies, management-supplied numbers, and inflated discount rates to justify predetermined deal prices. The author contends fairness opinions have devolved from shareholder protections into legal shields for boards, and proposes either eliminating them or implementing judicial oversight with penalties for violations.