The Fairness Opinion Letter and Proxy / Prospectus Disclosure

What this video covers

• Why the fairness opinion letter is addressed to the board or special committee, delivered by the advisory firm (not any individual banker), and deliberately kept short
• The six FINRA disclosure items that must appear when the member knows or has reason to know the letter will reach public shareholders
• Why the opinion conclusion is locked to a specific date and what a "bring down" is required for
• The SEC's Regulation M-A proxy / prospectus disclosure framework and how it differs from the FINRA letter requirements
• Who sets the consideration amount and why the SEC requires disclosure of the advisor's qualifications, selection method, and two-year material relationships
• Why the SEC proxy demands a substantive summary of the valuation analyst's actual math and methodologies, not just a copy of the short letter
• The universal two-year lookback window that both regulators apply, and which unique disclosures belong to FINRA only (fairness committee, insider compensation) versus SEC only (selection process, substantive summary)