[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
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
Like certain U.S. states, the country of Malaysia does not give dissenting shareholders any right to appraisal of the value of their shares. Instead, the Malaysian Capital Markets and Services Act of 2007 (“Act”) provides that in a “compulsory acquisition,” dissenting shareholders may seek what Americans might refer to as equitable relief.
Pursuant to the
We’ve covered South African appraisal rights before – it remains a jurisdiction with active valuation and appraisal disputes making the news. One recent news article recaps a situation involving South African appraisal in the case of Sabvest Capital/Sabcap.
Per the article, and this filing, “Sabcap” acquired all the shares of “Sabvest” in exchange for
We previously wrote about the Interoil decision, where the Yukon Court of Appeal overturned a decision applying a discounted cash flow analysis to a Canadian appraisal proceeding, holding that the trial court failed to give proper consideration of merger price. Discussion of the Interoil decision has been significant among Canadian and international law firms, including
Under Spanish law, a person (natural or legal) ceases to form part of joint stock companies (“JSC”) (listed or unlisted), or limited liability companies (“LLC”) when such person ceases to hold stakes in the share capital. In practice, this dissociation generally occurs through the sale of shares/ stakes.
Notwithstanding the above,
One of the instrumental rights corporate statutes bestow upon shareholders is the appraisal right. This right allows dissenting shareholders of a target company in a corporate control transaction (i.e. mergers and acquisitions) to receive better value for their shares as it is determined by the judiciary. The Saudi Arabian Companies Law of 2015 (CL), nonetheless,
Law360 has published this analysis of the advantages and disadvantages of various structuring options when dealing with a British Virgin Islands acquisition. Notable to appraisal is the diversity of appraisal rights/dissenters; rights offered (or not offered) in the various structuring options. For example, if using a “merger” of “tender offer,” the article details that appraisal