[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
For those interested in appraisal outside the US, the recent text Cross-Border Mergers, now available, containing a chapter on EU appraisal and a discussion of why the EU has not seen a rise in appraisal activity – unlike the US. We thank the author of the chapter, Professor Seretakis, for the excerpt below:
Appraisal
In contrast to the United States, where an enabling legal regime and a fortunate confluence of a variety of factors have led to a surge of appraisal petitions and appraisal arbitrage, the appraisal remedy remains a sparingly utilized weapon in the arsenal of shareholders in the EU. Minority shareholders in the EU are reticent to