Liability for Fairness Opinions Under Delaware Law‪.‬

I. INTRODUCTION Fairness opinions are statements or reports issued by investment banks stating at what price a specific corporate transaction is fair, from a financial perspective, to a particular party. (1) These transactions are typically transactions that involve control of the corporation. (2) In Smith v. Van Gorkom, (3) the Delaware Supreme Court found a board of directors personally liable for an unfavorable merger--approved without an outside valuation--because they failed to fulfill their duty of care to make an informed business decision. (4) Since then, fairness opinions have become commonplace in corporate control transactions. (5)