State laws impose certain duties on boards of directors with respect to dividends, distributions and other transfers. Dividends must be paid from surplus, and cannot leave the company insolvent or with insufficient capital.

A solvency opinion makes determinations as to whether, after giving effect to a transaction:

The company’s assets exceed its debts;
The company should be able to pay its debts as they come due;
The company is not left with unreasonably small assets or capital; and
There is sufficient surplus to effect a distribution.

These determinations arise from fraudulent transfer statutes and dividend prerequisites in state laws. Solvency analysis also provides a board and company management with valuable insight as to the equity and cash flow cushion with respect to its ongoing business.

Kroll is a globally recognized leader in solvency opinions. Since 2005, we have rendered more than 1,950 fairness and solvency opinions for transactions with an aggregate deal value of $4.9 trillion.

Solvency Advisory Services

A solvency analysis and opinion can enhance the company’s or board’s analysis of any leveraged transaction or contemplated distribution. The types of applicable transactions include:

Spin-offs and split-offs
Dividend recapitalizations
Leveraged buyouts
Debt refinancings
Intercompany restructurings
Large stock buybacks

Solvency Opinion

Duff & Phelps Provided a Solvency Opinion to Asurion Corporation

Corporate Finance and Restructuring

Solvency Opinions

Valuation Services

Transaction Advisory Services

Kroll is headquartered in New York with offices around the world.