[Guest Post by Professor Alexandros Seretakis]*
In 2019 the European Union adopted the Mobility Directive, which introduces significant amendments to the legal framework for cross-border mergers aimed at enhancing legal certainty and diminishing the transaction costs of such operations. Most notably, the Directive introduces an appraisal remedy as a protection mechanism for minority shareholders in
We’ve covered South African appraisal rights before, including the mechanics of appraisal, results from that jurisdiction, and the reach of the statute. In a new journal article in the South Africa Law Journal, Professor Maleka Femida Cassim discusses the divergent approaches of two South African High Court cases to the interpretation of “fair value.” The
We have previously covered (thanks to a guest post) that Saudi Arabia does not have appraisal rights, though its Companies Law provides for a number of other shareholder rights. Is it time for a change?
Professors Alhasani and Hassan of Prince Sultan University say “yes.” In a comprehensive paper in the International Journal for Scientific
Appraisal petitioners who receive a fair value award are entitled to interest as set by statute. In particular, DGCL § 262 provides that “. . . interest from the effective date of the merger, consolidation, conversion, transfer, domestication or continuance through the date of payment of the judgment shall be compounded quarterly and shall accrue
Below is a roundup on 2024 proxy voting guidelines that have come out in favor of appraisal rights. We’ve previously covered that numerous investors support appraisal rights when the issue is at the corporate ballot box. Here are some more proxy voting guidelines in favor of this pro-investor remedy:
Major proxy adviser ISS: “Vote
On April 23, 2024, the FTC announced a rulemaking banning noncompete agreements. Noncompetes, which generally restrict employees from working for competitors after leaving a company, have faced increasing scrutiny in recent years. With the new rulemaking in place, how will banning noncompetes (if ultimately implemented) affect valuation litigation?
Noncompetes act as a negative right
RKS thanks Daniel Kalansky, Partner at Loria e Kalansky Advogados and Professor in the LLM program at Insper University for this guest post. Professor Kalansky holds a PHD in Corporate Law from the University of São Paulo – USP and is the Former president of the Brazilian Institute of Business Law – IBRADEMP. To
Stewart Investors, an asset manager focused on emerging markets equity, reaffirmed its policy of voting in favor of appraisal rights in its most recent proxy guidelines. Keeping it simple, Stewart wrote it would “Vote for proposals to restore, or provide shareholders with, rights of appraisal.”
This is consistent with its prior proxy guidance, which we
Boston Partners, a specialized equity investor with nearly $75 billion under management, says to vote for appraisal rights as part of its proxy guidelines. This is no surprise as appraisal rights are critical shareholder rights, especially in instances of unfair mergers or management’s actions that undervalue the company.
Boston Partners’ proxy guidelines join
The State of Michigan Retirement System Proxy Voting Guidelines are straightforwardly “for” on appraisal, writing:
“Appraisal rights are intended to help protect shareholders from unfair pricing in corporate transactions. The SMRS will vote for proposals that (i) provide shareholders with appraisal rights, (ii) restore rights of appraisal, or (iii) which otherwise support rights