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Dissenters Rights Shareholders

Dickinson Wright

Dissent Rights and Shareholder Agreements – New Ruling Provides Guidance

Dickinson Wright on

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

Farrell Fritz, P.C.

Fair Value Awards: A Matter of Interest

Farrell Fritz, P.C. on

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

Conyers

Cayman Court of Appeal Provides Important Guidance on Leave to Appeal to the Privy Council in Re Changyou.com Limited

Conyers on

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

Allen Matkins

Dissenters' Rights And Conversions

Allen Matkins on

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

Conyers

Cayman Islands Court of Appeal Effectively Rewrites Section 238 of the Cayman Islands’ Companies Act

Conyers on

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

Smith Anderson

Breaking: North Carolina Supreme Court Confirms that Dissenting Shareholders Are Entitled to No More than Deal Price in First...

Smith Anderson on

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

Farrell Fritz, P.C.

Stay Away Settlement Between Closely-Held Corporation and Dissident Shareholder Goes Away Upon Shareholder’s Death

Farrell Fritz, P.C. on

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

Allen Matkins

What Happens When The Corporation Can't Legally Pay Dissenting Shares?

Allen Matkins on

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

Robins Kaplan LLP

The Robins Kaplan Spotlight, Vol. 6 No. 1, Spring 2021 - Shareholder Risks in Mergers and Acquisitions

Robins Kaplan LLP on

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

Dorsey & Whitney LLP

Mergers Involving Delaware LLCs Don’t Trigger Appraisal Rights - Except When They Do

Dorsey & Whitney LLP on

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

Farrell Fritz, P.C.

Dissenting Shareholders’ Challenge to Appraisal of Famed East End Resort Hits Dead End

Farrell Fritz, P.C. on

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

Farrell Fritz, P.C.

Resignation: Antidote for Internal Dissention and Deadlock?

Farrell Fritz, P.C. on

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

White and Williams LLP

Delaware Supreme Court Rejects the Trial Court’s Statutory Appraisal Analysis in Aruba Networks

White and Williams LLP on

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

Bennett Jones LLP

Court Confirms Right to Claim Interim Payment in Exercise of Dissent Rights

Bennett Jones LLP on

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

Morrison & Foerster LLP

Amending California's dissenters' rights statute

Originally published in the Daily Journal on December 21, 2012. On Sept. 23 Gov. Jerry Brown signed Assembly Bill 1680 into law. AB 1680 amends California's dissenters' rights statute by (i) eliminating dissenters rights...more

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