How Fairness Opinions Actually Work in a DESPAC Transaction — Michael Moscarelli

Valuation disputes are the #1 source of litigation, infighting, and blown DESPAC deals. Michael Moscarelli of Houlihan Capital has personally delivered up to 15 DESPAC fairness opinions and breaks down exactly how the process works, what targets consistently get wrong, and why the financial projections you share today could become your single biggest post-close liability.Michael Moscarelli is a Vice President in Houlihan Capital's Valuation and Financial Advisory practice and leads the firm's SPAC fairness opinion practice. With 27 opinions completed firm-wide across biotech, SaaS, cryptoassets, telecom, and CPG, he covers fair pricing vs. fair process, per-share fairness analysis, dilution mechanics, projection disclosure risk, and what target management teams must do to prepare before the opinion process kicks off.What We Cover:What a fairness opinion delivers and why SPAC boards require third-party validationFair pricing vs. fair process: the two components every target needs to understandWhy DESPAC fairness opinions are conducted on a per-share basis, not just enterprise valueHow sponsor shares, warrants, rights, and PIPE terms erode target shareholder valueWhy your last private round valuation is irrelevant to a public marketProjection disclosure risk and why numbers shared with the opinion team enter public filingsRed flags in fairness opinion fee structures, including contingent compensation arrangementsHow to build credible, defensible financial forecasts before the BCA is announcedWhat slows the process: unresponsive targets, shifting deal terms, and unaudited financialsThe litigation defense role a rigorous fairness opinion plays in a DESPAC transactionConnect with Michael Moscarelli: LinkedIn: https://www.linkedin.com/in/michaelmoscarelliProtect Your Transaction: Churchwell Insurance Agency specializes in D&O, E&O, representations and warranties, and public company liability for SPAC sponsors, de-SPAC targets, and post-merger companies. https://www.churchwellagency.com/Follow The DESPAC Podcast: https://www.thedespacpodcast.com/ https://www.linkedin.com/in/chazchurchwell/ https://www.youtube.com/@thedespacpodcastTHE DESPAC PODCAST STANDARD LEGAL DISCLAIMERThe DESPAC Podcast is for informational purposes only. The views and opinions expressed by the host and guests are their own and do not represent the views of Smooth Stone Capital, its affiliates, or any sponsoring organization.Nothing in this podcast should be interpreted as legal advice, investment advice, tax advice, or a recommendation to pursue or avoid any transaction. Discussions may reference SPACs, DESPAC transactions, securities regulations, or public-company readiness frameworks. These conversations are educational in nature and should not be relied upon when making financial or strategic decisions.Listeners should consult qualified legal, financial, and tax professionals before acting on any information discussed in this podcast. Any examples or scenarios mentioned are illustrative and may not reflect current market conditions or regulatory requirements.Participation by a guest does not constitute an endorsement of any company, strategy, product, or service. References to specific firms or individuals are for context only.Smooth Stone Capital and the DESPAC Podcast disclaim all liability arising from the use of or reliance on the information presented.