We voice your share.






Tensions? Diverse perspectives? A lack of information or trust? With a long history in advocacy, we possess the necessary experience to resolve conflicts between shareholders or board members.

Corporate governance underpins what we believe in: choosing the right structure for your company in which transparent communication prevails and roles are respected in order to work together in trust.

Whether it concerns a valuation of your shares or your company, cash flow planning or financial analysis, at deminor NXT we make sure your numbers add up. We transform your strategic vision into a comprehensive financial business plan.

Deminor NXT manages transactions in an orderly manner thanks to the combined legal, tax and financial expertise of an experienced M&A team. Whether the subject covers an acquisition, family succession, exit, capital increase or even another form of financing, we always strive for an objective valuation, where value maximisation and solid agreements serve as the foundation.

What is next? We listen to your questions or needs around your personal wealth and guide you through the next steps. As your companion down the road , we provide you with a tailor-made structure.

Conducting a fairness opinion in transactions

Deminor NXT > Services > Finance > Conducting a fairness opinion in transactions

Are you as a shareholder or director confronted with a transaction that will have an impact on your financial or shareholder position? Or are you looking for an impartial assessment of a potential transaction? Then use our fairness opinion, also known as second opinion, to make the right decision.


Our experts carry out a critical, but above all objective, analysis of the proposed transaction. For example, they determine whether the terms and conditions are fair and equitable, and whether the transaction respects the interests of each shareholder. They also check whether good governance is being adhered to.

They analyse the transaction thoroughly in financial and legal terms, conduct “due diligence” and assess the methodology and assumptions underlying the transaction.

Questions you may be asking yourself

I would like an objective opinion on a takeover. Can I contact you for that?
I want to have this transaction or structure change critically assessed by a third party. Can you provide me this?
I am facing a capital increase and see my stake in the company as a shareholder diluted. Is that fair and equitable? How can I assess and oppose it?
I wish to carry out a transaction and would like to know if I can expect criticism from my shareholders. Can I ask for an external opinion from you?
I am planning a governance change but expect opposition from my shareholders. Can I come to you for a recommendation?
A takeover bid has been launched for my listed company. What is your opinion on the offer price and other modalities?
In a procedure, the expert has made an estimate, but I cannot agree with it. Can you give a second opinion on that?
I feel that changes are being proposed to the governance of this company that are not acceptable. Can you advise me on this?
Did we follow all the formal rules properly in this transaction?

As a shareholder, you may well be faced with transactions that can profoundly affect your position. Just think of a capital increase with dilution of your interests, a merger or acquisition, or simply a restructuring. In addition, changes may also occur in the structure, composition or operation of the governing bodies, which are contrary to sound corporate governance. In such cases, we recommend that you have us, as an external party, conduct a fairness opinion.

We help you with…

Possible transactions

the sale of your shares

the purchase of own shares

a merger or an acquisition

a capital increase

a restructuring

a spin-off of a new subsidiary

Our approach

Step 1

We collect the necessary data and analyse the documents about the transaction.

Step 2

We discuss our findings with those responsible – the independent directors, management, majority shareholders, relevant external advisors and/or experts.

Step 3

We critically review the legal and financial terms of the transaction and assess its reasonableness.

Step 4

We prepare a report with a summary of our findings and our (un)fairness opinion.

Step 5 (optional)

We present the conclusions to the board of directors and/or the shareholders.

Get in touch

Do not hesitate to send us a message: we are happy to listen to your questions and will do our utmost to answer it quickly and comprehensively. You can also choose to visit us in person in Brussels, Ghent or Antwerp. If necessary, we will put you in touch with the right experts.