Nikolas WestphalFairness Opinions in Germany

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In the recent past, fairness opinions have become an increasingly popular phenomenon on German capital markets. Regulatory standards still pending, the rendering, disclosure, content and publication of fairness opinions are subject to a broad scope of practices with varying desirability. The aim of this thesis is to describe the current state of fairness opinion disclosure and quality; its development over time; its linkages to transaction characteristics, management interests and collusion; and its impact on shareholder wealth in a complex, multi-faceted setting. Furthermore, the determinants of fairness opinions in Germany will be re-visited, yielding new results about the intended communication function of fairness opinions in Germany. With a triangulation of descriptive, case study, econometric and structural analysis, the author provides not only an overview of current practices, prototypical cases and transactional environment but also finds that certain contextual factors can be used to predict the disclosure and result of a fairness opinion, which in turn are found to influence post-transaction share price development, ceteris paribus. The results are summarised in the Disclosure Signalling Hypothesis, which is newly contributed to the current research on the subject.