13.4 Particular Remarks on External Fairness Opinions 445In October 2007, the SEC approved Rule 2290, requiring specific disclosures in
fairness opinions provided by investment banks. The new Rule’s requirements in-
clude the disclosure by the investment bank of significant compensation that is
contingent on the successful completion of the transaction.
Rule 2290 attempts to address concerns regarding the conflict of interest that
exists when an investment bank provides advisory services on a deal, generally
with significant compensation tied to the deal’s closing, and also opines that the
deal is fair. However, Rule 2290 does not require a truly independent opinion. For
an opinion free of conflicts of interest, companies will have to turn to independent
firms that do not have a vested interest in the consummation of the transaction.