Appraisal Rights Litigation Blog

Latest from Appraisal Rights Litigation Blog

April 9, 2020

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 a statement of value of the company’s shares in addition to certain corporate financial statements. 805 ILCS 5/11.70(a). If a…

Appraisal Rights Litigation Blog

Guest Post: Dawn of a new era under Zimbabwean Company law – Appraisal rights as a mechanism for the protection of minority shareholder rights

By Nyasha B. Munyuru

April 7, 2020

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 been introduced to protect minority shareholders in companies. Main Article The new Companies and Other Business Entities Act[1]( The…

Appraisal Rights Litigation Blog

JDSupra: Canadian Appellate Court Finds Merger Price as Fair Value in Appraisal Case

By Rich Bodnar

March 27, 2020

Per JDSupra, 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. Citing factors that would be familiar to a US practitioner, including the deal process, the existence (or lack thereof) of other higher bids, and the apparent sophistication of the investor base, the Court found that merger price was more reliable…

Appraisal Rights Litigation Blog

Global Investment Manager & Insurance Company: Vote FOR Appraisal

By Rich Bodnar

March 26, 2020

The Principal Funds, a provider of a suite of investment products including ETFs and mutual funds, recommends voting for appraisal rights in its proxy guidelines. When it comes to mergers themselves, the Principal Funds take a case-by-case approach, considering a litany of factors, including “(1) prospects of the combined companies; (2) anticipated financial and operating benefits; (3) offer price; (4) fairness opinion; (5) how the deal was negotiated; (6) changes in corporate governance and…

Appraisal Rights Litigation Blog

Global Asset Manager With Over $100BB AUM: Vote FOR Appraisal

By Rich Bodnar

March 25, 2020

Global asset manager Artisan Partners’ proxy guidelines, like those of other asset managers we’ve covered, include a recommendation to vote for appraisal, specifically, to “Vote FOR proposals to restore, or provide shareholders with, rights of appraisal.”…

Appraisal Rights Litigation Blog

ETF Provider: Vote FOR Appraisal

By Rich Bodnar

March 24, 2020

Innovator, a provider of ETFs, provides proxy guidelines regarding how its funds will vote on various proposals. For appraisal rights, Innovator’s guidelines state to vote “FOR providing shareholders with appraisal rights.”…

Appraisal Rights Litigation Blog

Reviewing ISS’ Catholic-Faith Based Proxy Guidelines: Vote FOR Appraisal

By Rich Bodnar

March 23, 2020

Proxy firm Institutional Shareholder Services (ISS) offers a number of proxy guidelines for specific funds, kinds of funds and separate interest groups. We recently wrote about ISS’s sustainability guidelines, which recommend voting in favor of appraisal rights. ISS also provides recommendations for Catholic funds and related entities. Per ISS: “Catholic Advisory Services Recommendation: Vote for proposals to restore, or provide shareholders with, rights of appraisal” – another recommendation to vote in favor of…

Appraisal Rights Litigation Blog

Further Commentary on Recent Panera Decision

By Rich Bodnar

March 19, 2020

We covered the Panera decision* when it came out, including the holding that prepayments are nonrefundable under the appraisal statute, as well as early commentary on the decision. For further commentary on Panera, see these sources: Morris James Discusses Panera Harvard Law Forum Covers Panera Delaware Litigator Blog Covers Panera *Lowenstein Sandler LLP serves as counsel for petitioners in Panera.…

Appraisal Rights Litigation Blog

Cayman Court Addresses Dissenter and Respondent Discovery in Appraisal Actions

By Rich Bodnar

March 18, 2020

Cayman firm Collas Crill has posted this informative analysis of a recent Cayman Grand Court (the first instance court in the Cayman Islands) decision involving questions of discovery and procedure in Cayman appraisal (sometimes known as “fair value” proceedings or dissenters’ rights proceedings). Per Collas Crill, the Grand Court refused to reinvent the wheel when it came to Cayman appraisal, and rejected attempts by the respondent-company to broaden dissenter-side appraisal discovery in Cayman, while reinforcing…

Appraisal Rights Litigation Blog

Guest Post: Does Taiwan Have Appraisal Rights? Yes.

By Yvonne Hsieh & Susan Lo

March 12, 2020

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 and send a written notice to the company to exercise the appraisal right, asking the company to repurchase their shares…

Appraisal Rights Litigation Blog

Blog Authors

Guest Post: Illinois Appraisal and Valuation Rights: An Overview

Guest Post: Dawn of a new era under Zimbabwean Company law – Appraisal rights as a mechanism for the protection of minority shareholder rights

JDSupra: Canadian Appellate Court Finds Merger Price as Fair Value in Appraisal Case

Global Investment Manager & Insurance Company: Vote FOR Appraisal

Global Asset Manager With Over $100BB AUM: Vote FOR Appraisal

ETF Provider: Vote FOR Appraisal

Reviewing ISS’ Catholic-Faith Based Proxy Guidelines: Vote FOR Appraisal

Further Commentary on Recent Panera Decision

Cayman Court Addresses Dissenter and Respondent Discovery in Appraisal Actions

Guest Post: Does Taiwan Have Appraisal Rights? Yes.

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