Fairness Opinion Simulation

• Review the terms of an M&A deal from both buyer and seller perspectives

• Conduct valuation analysis using different methods and stress test assumptions

• Draft sections of the fairness opinion document

• Identify and articulate any limitations, assumptions, or risks

• Present the opinion to a simulated board or internal review panel

• Defend the opinion under questioning from stakeholders

• Adjust the analysis as new deal terms or market dynamics emerge

By the end of the simulation, participants will be more confident in:

• Applying valuation methods to real-world M&A transactions

• Understanding the legal and financial function of a fairness opinion

• Communicating technical findings clearly and persuasively

• Structuring a fairness opinion document that withstands legal and reputational scrutiny

• Balancing analytical integrity with commercial judgment

• Navigating competing stakeholder interests and ethical considerations

• Responding to time pressure, changing information, and strategic pushback

• Collaborating in high-stakes, professional decision-making environments

This simulation develops financial judgment and professional credibility - essential for aspiring bankers, strategy consultants, and in-house corporate finance professionals.

1. Receive Deal Brief Participants are given a mandate to evaluate a deal - acquisition, merger, or divestiture - along with company financials and strategic rationale.

2. Valuation and Risk Analysis Participants apply DCF, comparables, and deal metrics to determine value. They assess deal fairness from a financial standpoint and flag any red flags.

3. Drafting the Fairness Opinion Using templates or simulation tools, participants produce an opinion document outlining methodologies, assumptions, fairness conclusion, and disclaimers.

4. Stakeholder Presentation They present the fairness opinion to a simulated board, committee, or internal MDs - fielding questions, justifying decisions, and refining language under review.

5. Respond to New Information Subsequent rounds might include an improved bid, regulatory challenge, or activist investor input - requiring updates to the opinion.

6. Iterate Across Scenarios Additional engagements could include sell-side mandates, cross-border deals, or conflicted transactions, deepening the learning experience.

• Do participants need M&A or legal experience? Not necessarily. The simulation introduces core concepts with guided tools. Familiarity with finance and valuation is useful.

• Is the fairness opinion a real document? Participants simulate real sections of a fairness opinion, using authentic formats and language tailored for learning.

• Can teams play different roles? Yes. One can act as lead analyst, one as internal reviewer, another as presenting banker. Team-based review mirrors real advisory teams.

• Are both buy-side and sell-side deals included? Yes. Scenarios include public and private deals, controlling and minority interests, and cash/stock consideration mixes.

• Is the simulation more qualitative or quantitative? Both. Strong analytical work underpins the fairness opinion, but narrative clarity and stakeholder communication are equally important.

• Can the simulation include legal or compliance reviewers? Yes. Instructors or peers can take on the role of general counsel or board members during feedback stages.

• How long does it run? A single round can be completed in 3 - 4 hours. Longer programs may include multiple engagements over a full course or corporate workshop.

• Can we include activist or hostile scenarios? Absolutely. Complex dynamics such as competing bids or shareholder resistance add valuable challenge and realism.

• Is it suitable for MBA or law students? Yes. The simulation supports both finance-focused and governance-focused learners with adaptable scenarios.

• How is performance assessed? Based on analysis depth, communication, document clarity, and ability to defend a position under scrutiny.

• Quality of valuation and methodology

• Fairness opinion structure and language accuracy

• Presentation skill and clarity under questioning

• Ethical awareness and stakeholder consideration

• Peer and instructor review

• Iterative improvement across multiple rounds

• Optional memo writing or board debriefs

This simulation is especially effective in programs focusing on M&A execution, board governance, or capital markets ethics.