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
Major proxy advisory firm Institutional Shareholder Services (ISS) issues guidance every year for investors laying out ISS’ recommendations for voting on various shareholder issues. The 2022 US voting guidelines recommend voting in favor of appraisal rights when such rights are on the ballot. This is in line with the 2021 guidelines (which we covered).
Do stockholders as a group lose something when the appraisal remedy is weakened, perhaps overly so? And should something be done about it? Is there social utility in appraisal arbitrageurs testing merger prices, such as by keeping buyers and sellers honest in what may otherwise be a rather unfair market?
These questions are addressed, along
Major proxy firm Institutional Shareholder Services (ISS) issues guidance every year for investors laying out ISS’s recommendations for voting on various shareholder issues. The 2021 US voting guidelines, in line with the 2020 guidelines, recommend voting in favor of appraisal rights. This is of little surprise as appraisal rights remain critical shareholder rights and
While the appraisal landscape, and many of the major appraisal decisions of the past few years, have concerned the appraisal of public companies, it is critical for investors and practitioners to not lose sight of private appraisal.
Appraisal rights can be available to shareholders of privately held corporations, and can be exercised when a
JPMorgan Asset Management released their 2020 proxy guidelines in April, and, like many other investors we have covered, the guidelines support appraisal rights. JPMorgan Asset Management’s guidelines even lay out the value of appraisal rights in a short sentence, providing:
G. Appraisal Rights
Vote for proposals to restore, or provide shareholders with, rights of
Does increased appraisal risk have an effect on manager behavior? Recent research (unpublished) suggests it does.
In this paper (earlier version), the author examines target manager disclosure behavior before and after the significant Transkaryotic decision. Reviewing mergers before and after that merger, the returns, abnormal returns, and associated disclosures by target management, the author concludes