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

Turkish Commercial Code No. 6102 (TCC), which entered into force on July 1, 2012, brought many novelties to form a modern vision of commercial law, whereas the former rules were inadequate to meet the needs of the practice. The focus was mainly on transparency, auditability, and equivalence among shareholders, and the relevant legislation has adopted

South African firm Cliffe Dekker Hofmeyr (CDH) has published this analysis discussing the mechanics of South African appraisal – a jurisdiction we’ve covered multiple times before. The relatively new appraisal remedy in that country is maturing quickly as courts continue to grapple with various appraisal issues. In the most analysis, CDH discusses a case

Yes, at least according to this article by Nobles Law, a Ukrainian firm.

Ukrainian appraisal appears to borrow some items from Delaware law.  Along with a ‘vote no’ requirement (like Delaware), and timing the appraisal notice to the shareholders meeting/vote, Ukraine offers appraisal rights in mergers and certain asset sales.