Most SPAC sponsors don't realize a fairness opinion isn't just a checkbox — it's the line of defense between you and the entire fairness standard if your deal lands in litigation.

Michael Moscarelli, Vice President in Houlihan Capital's Valuation and Financial Advisory practice, joins Mike Blankenship to break down what every SPAC sponsor needs to understand about fairness opinions before the BCA vote. From the post–Multi-Plan shift in Delaware litigation exposure, to per-share allocation analysis, to the structural differences between a SPAC fairness opinion and a traditional one — this is the practitioner-level breakdown sponsors, boards, and deal teams need.

Houlihan Capital has carved out a niche delivering SPAC fairness opinions across industries, and Michael walks through what good looks like — and what to avoid.

🎯 What We Cover:
- Why the entire fairness standard matters post-Multi-Plan
- Fair pricing vs. fair dealing — and how an opinion supports both
- What to look for when choosing a fairness opinion provider
- Typical fee ranges and why contingent fees defeat the purpose
- How to keep the opinion process smooth and on timeline
- What to prepare before the opinion team gets involved
- Why per-share allocation is now the regulatory focus
- How warrants, PIPEs, ELOCs, and pro forma capital factor in
- What makes valuing a de-SPAC target different from a typical IPO
- Why VC/PE-backed growth-stage targets demand specific expertise

🤝 Connect with Michael Moscarelli:
🌐 https://www.houlihancapital.com/fairness-opinions/spac-fairness-opinions/
💼 https://www.linkedin.com/in/michaelmoscarelli

📩 Connect with Michael Blankenship:
💼 https://www.linkedin.com/in/mikeblankenship/
🌐 https://www.thespacpodcast.com/

📩 Connect with Joshua Wilson:
💼 https://www.linkedin.com/in/joshuabrucewilson/
🌐 https://www.thespacpodcast.com/

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Disclaimer: Michael J. Blankenship is a licensed attorney and partner at Winston & Strawn LLP. Joshua Wilson is a licensed Florida real estate broker and holds FINRA Series 79 and Series 63 licensure. The content of this podcast is for informational and educational purposes only and should not be considered legal, financial, or compliance advice. All views and opinions expressed by the hosts and guests are their own and do not necessarily reflect the policies or positions of any regulatory agency, law firm, organization, or employer. Listeners should consult their own legal counsel, compliance teams, or financial advisors to ensure adherence to applicable regulations, including SEC, FINRA, and other industry-specific requirements. This podcast does not constitute a solicitation or recommendation for any financial products or services. Let's

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