Related-Party Valuation Process Board Adviser

The mandate

An affiliated vehicle proposes selling operating assets and development options into the fund, with overlapping sponsor executives influencing both sides. Long-term contracts, shared services, construction contingencies and future expansion rights make comparable transactions imperfect. Independent directors need a process that establishes evidence, alternatives and conflict safeguards before they consider price or transaction approval. Minority investors have separately requested visibility into how rejected evidence will reach the independent committee.

The adviser will use three days in each of seven months to scrutinise one valuation or process decision, including scope, forecast challenge and alternatives. Five independent-director sessions and four asset, adviser or investor-evidence reviews are included. Communications with conflicted sponsors occur through documented committee routes rather than private negotiation channels.

The appointment runs for seven months and ends upon the independent committee’s transaction disposition. Any renewal for completion monitoring or a revised proposal requires a new resolution and conflict review; this role does not continue automatically with deal delay. Unused capacity is not transferred to another sponsor transaction.

The adviser holds no line authority and no executive responsibility for valuation, negotiation, forecasts, disclosure, financing, legal advice or approval. Independent directors choose process and outcome, management supplies evidence and appointed specialists issue their work. The adviser may recommend broader testing or an alternative but cannot issue a fairness opinion or set price.

Interests involving the sponsor, affiliate, fund investors, proposed lenders, valuation firms, advisers, developers or comparable asset counterparties create conflicts requiring full disclosure. Prior work on any transferred asset must be named. The adviser accepts no success fee, transaction interest, carried value or compensation linked to approval.

Why the board wants this voice

Shared sponsorship weakens ordinary arm’s-length challenge, even when each participant acts professionally. Appointed valuers answer defined scopes and management owns the forecasts they receive. A board-side process adviser can test completeness and alternatives while leaving valuation opinions and approval with independent parties.

What you will own

• Challenge valuation scope across operating assets, development rights, shared services, contingencies and retained sponsor obligations.
• Test forecast assumptions for production, price, availability, operating cost, capital needs and terminal or option value.
• Examine comparable, discounted-cash-flow and transaction evidence for scope mismatch, selective adjustment and circular reliance.
• Probe adviser appointment, information access, management representation, sensitivity choice and contradictory evidence.
• Shape conflict protocols, independent information routes, dissent records, investor communication and decision chronology.
• Evaluate credible alternatives including no transaction, third-party sale, staged transfer, retained ownership and revised perimeter.
• Frame committee questions, missing evidence, scenario ranges and process findings without issuing a valuation opinion.

Candidate qualifications

• Advised independent boards on related-party infrastructure transactions with overlapping sponsor, affiliate and minority-investor interests.
• Challenged asset valuation across contracted revenue, operating performance, development options and long-term capital obligations.
• Designed conflict-safe evidence and dissent routes without allowing sponsor management to control assumptions, access or chronology.
• Assessed specialist scope, forecast provenance and comparable evidence while preserving the valuer’s independent opinion responsibility.
• Developed credible no-deal and third-party alternatives that improved board leverage and exposed hidden perimeter trade-offs.
• Maintained independence from sponsors, affiliates, lenders, investors, developers and appointed advisers throughout the entire review.

Non-negotiables

• Can attend five independent-director sessions and four asset or adviser reviews during seven months.
• Will disclose sponsor, affiliate, investor, lender, developer, valuer and transaction-adviser relationships.
• Brings related-party infrastructure valuation governance; general fund board experience is insufficient.
• Accepts no authority over price, forecasts, negotiation, fairness opinion, financing or transaction approval.

1. 49 words maximum. Describe a related-party valuation process you changed because information control weakened independent challenge.
2. 49 words maximum. Which sponsor, investor, lender, developer or valuer relationship could require your recusal?
3. 49 words maximum. What credible alternative should independent directors examine before considering an affiliate transfer?