Fairness Opinion und Haftung

Obtaining a fairness opinion, an expert’s opinion on the financial adequacy of the offered compensation has by now become common practice in the process of preparing an M&A-transaction.
The fact that there are few specific guidelines regarding behavioural requirements of investment Banks, which are regularly hired as financial advisors of the transaction simultaneously, enables them to act in an opportunistic way to the detriment of the shareholders.
While numerous successful cases can be found in the US-American jurisdiction, German courts (so far) tend to be hesitant when it comes to awarding compensation to shareholders.
The author of this book analyses, compares and evaluates the legal issues which arise in a remarkably similar way in both jurisdictions. Concluding, a legislative proposal is presented which could provide an alternative to the fragmentary, unsystematic, and thus uncertain German third-party liability law.