An independent adviser, typically an investment bank or firm of accountants, appointed under Rule 3.1 of the Takeover Code, who gives advice to the board of the target company as to whether the financial terms of any offer (including any alternative offer) are fair and reasonable and whose advice must be made known to shareholders in the offer document on a recommended bid or in the target's response document on a hostile bid.

For further information, see Practice note, Takeover Code know-how: Rule 3: Independent advice.