Dissent-based appeals of right might stick around a little longer than we thought. The 2023 budget bill struck N.C. Gen. Stat. § 7A-30(2), which had allowed for an appeal of right to the Supreme Court whenever “there is a...more
California Corporations Code Section 1312(a) provides: No shareholder of a corporation who has a right under this chapter...more
Dissent rights, entrenched in most provincial corporate statutes, grant shareholders the power to contest significant corporate changes and compel the corporation to repurchase their shares at a fair market value. Central to...more
In matters of corporate divorce, deadlock, majority oppression, or usurpation of corporate opportunities are all well-tread grounds for disputes between co-owners of closely held entities. These disputes often culminate in...more
On 21 April 2023, the English High Court handed down its written reasons for sanctioning the Adler Group restructuring plan proposed under the new Part 26A regime of the UK’s Companies Act 2006, which raised questions...more
Statutory fair value appraisal proceedings in New York come in two flavors. First, there’s the buy-out appraisal under Business Corporation Law § 1118 triggered by a minority shareholder’s petition for judicial dissolution....more
On 20th December 2022, the Cayman Islands Court of Appeal (“CICA”) delivered its second judgment in the matter of Changyou.com Limited v Fourworld Global Opportunities Fund Ltd & others (“Changyou.com case”). The CICA...more
Chapter 13 of the California General Corporation Law provides for statutory dissenters' rights. In general, dissenters' rights are rights granted to shareholders to require the corporation to buy their shares for cash at an...more
In a recent judgment in the case of Re Changyou.com Limited, CICA (Civil) Appeal 6 of 2021, delivered on 16 September 2022, the Cayman Islands Court of Appeal has applied the interpretative provisions of section 25 and...more
In Reynolds American Inc. v. Third Motion Equities Master Fund Ltd., et al., 2021-NCSC-162 (Dec. 17, 2021), the Supreme Court of North Carolina unanimously affirmed the North Carolina Business Court’s 189-page decision...more
Business divorce has a way of drawing quick and often lopsided battle lines. Many disputes in closely-held companies feature one outspoken owner feuding with a united group of the remaining owners over management or...more
Chapter 5 of the California General Corporation Law limits when a California corporation may make a distribution to its shareholders. Because Section 166 of the Corporations Code defines "distribution to its shareholders"...more
In 2016, respondent China Yida Holding, Co. (CY), a Nevada corporation, merged with a private holding company, taking CY private and delisting it from the Nasdaq stock exchange. The merger agreement and the proxy statement...more
Corporate mergers and acquisitions can disproportionately affect minority shareholders and members of closed corporations. Those effects may include the dilution of the value of shares, the loss of the holder’s voting rights,...more
When parties consider an M&A transaction involving a merger, a factor that is top of mind for counsel is complying with the statutory appraisal procedures afforded to holders of equity in the merging entity who do not consent...more
Gurney’s Inn is an iconic oceanside resort located in Montauk, New York, on the eastern tip of Long Island’s South Fork affectionately known as “The End.”...more
There are countless New York corporations in which the owners are equal 50/50 shareholders and co-members of a two-member board. Where one sues the other for judicial dissolution, and the ground for dissolution is “deadlock”...more
Our previous posts have stressed the critical importance of buy-sell agreements for both majority owners and minority investors in private companies. For majority owners, securing a buy-sell agreement avoids the potential of...more
Over the years, we’ve written a lot about limited partnership, corporation, and LLC “fair value” appraisal proceedings....more
In an April 16, 2019 rejection of the trial court’s analysis in Aruba Networks, the Delaware Supreme Court further clarified its recent pronouncements regarding the use of deal pricing as a measure of fair value in statutory...more
The Tennessee Supreme Court overruled three decades of precedent in Athlon Sports Communications, Inc. v. Duggan, giving trial courts broad discretion in the method used to determine the “fair value” of shares in “dissenters’...more
The Alberta Court of Appeal has confirmed that dissenting shareholders to a plan of arrangement may receive an interim payment for their shares while fair value of those shares is being determined by the courts. In Brookdale...more
Since its adoption in 2013, parties have been using a two-step merger structure facilitated by §251(h) of Delaware’s General Corporation Law (the DGCL) as a means of avoiding the requirement of calling a special meeting of...more
New York’s business-entity statutes, like those across the nation, provide minority owners with the right to dissent from a merger and to be paid the fair value of the dissenter’s ownership interest. Now assume the dissenter...more
I’ve devoted several posts to how California’s General Corporation Law deals with fractional shares. Nevada’s approach to fractional shares is somewhat different. For example, Nevada permits rounding up to a full share in...more