Special Committee & Fairness Opinion Practice
AN INDEPENDENT VOICE FOR CORPORATE BOARDS
Increasingly, Boards of Directors must confront situations or transactions that require the formation of a Special Committee of independent directors or an outside financial expert that does not have a vested interest in the transaction. Recent court decisions have reinforced that the Special Committee must be sure its advisor is independent and free of conflicts.
Peter J. Solomon Company’s Special Committee & Fairness Opinion Practice is dedicated to advising Special Committees and Boards of Directors on a wide range of transactions. We have advised companies on decisions as diverse as stock-for-stock mergers, strategic asset divestitures, joint ventures, cross-border acquisitions, management-led buyouts, leveraged recapitalizations and financial restructurings. We have also provided strategic counsel to Special Committees when a conflict of interest develops with a company’s existing investment banking relationships—for example, when a firm providing advice on an acquisition is also providing financing. “I want to tell you how pleased I and the other members of the Special Committee were on your thorough, thoughtful and accurate fairness opinion in the Instinet/Bridge transaction.”
“It’s refreshing to realize such a Class Act can still exist in today’s Wall Street! We need more firms like PJSC, with both style and substance.”
“I want to tell you how pleased I and the other members of the Special Committee were on your thorough, thoughtful and accurate fairness opinion in the Instinet/Bridge transaction.”
The cornerstones of our Special Committee & Fairness Opinion Practice include:
PJSC remains an independent advisory firm with a singular mission—providing sound advice. We have no conflicts arising from securities research, trading or ownership. Boards and Committees need not worry about our retention affecting research opinions, trading positions, or investments.
PJSC has advised on more than 500 strategic and advisory assignments for major public and private corporations worldwide. Our managing directors are experienced bankers who average over 25 years of investment banking experience.
Special Committees are always advised by Managing Directors who are deeply involved in all aspects of an assignment. Every assignment is led by a senior banker who possesses the maturity and experience necessary to guide the Special Committee through the attendant complexities.
PJSC's investment bankers appreciate the sensitivity of the mission faced by independent directors who must be particularly mindful of high-profile transactions and the shareholder scrutiny that accompanies them. We understand the inevitable tension created when management and/or other directors have conflicting goals.
We are proud of the skills we have brought to the successful execution of complex assignments in a wide variety of businesses. We are recommended by leading law firms and advisors throughout the country.