[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

In April 2024, after extensive public debate and Congressional interrogation of Shou Zi Chew, TikTok’s CEO, President Biden signed into law the Protecting Americans From Foreign Adversary Controlled Applications Act (“the Act”), which will ban TikTok from the United States unless ByteDance, its parent company located in Beijing, divests TikTok’s U.S. business to approved entities

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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

In Illinois, a shareholder has the right to dissent from certain corporate actions such as a merger, sale of substantially all of the company’s assets or organizational changes that materially and adversely affect shareholder rights. 805 ILCS 5/11.65(a). A corporation that takes an action giving rise to the right to dissent must provide shareholders with

Summary

  • Appraisal rights are a novel concept which were introduced into our law in 2019 through the Companies and Other Business Entities Act (Chapter
  • The Act became effective on the 14th of February 2020.
  • Fair value remains an unsettled concept under the law and case law will have to develop it.
  • Appraisal rights have

In Taiwan, when a company conducts certain transactions that may have a significant impact on the shareholders’ interests (e.g., M&A transactions), the dissenting shareholders may exercise the appraisal right in accordance with the applicable laws and regulations. Generally speaking, the dissenting shareholders have to object to the transaction at or prior to the shareholders’ meeting

Section 238 of the Companies Law (2020 Revision) (“section 238“) provides an avenue through which shareholders of a merged or consolidated Cayman Islands company can apply to have the “fair value” of their shares determined by the Grand Court of the Cayman Islands (the “Court“).

Development

Section 238 has its origins

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,

A chapter published in a new edited book on cross-border mergers reviews the implementation of the Cross-border Mergers Directive[1] (hereinafter, “CBMD”) in Cyprus law. The CBMD was implemented in Cyprus by Law 186(I)/2007.[2] This Law amended the Cyprus Companies Law (Chapter 113) and added a new section to it (Arts. 201I–201X).  The Cyprus

Turkish Commercial Code No. 6102 grants a number of specific rights to minority shareholders representing at least 10% of share capital in a non-public joint stock company, with the aim of protecting them against majority shareholders or company management. These rights, which might affect significant functions, can be briefly explained as follows:

  • Minority shareholders may