Shareholders, Fair Value Standard

“Fair Value” In Appraisal Actions Under The Companies Act 1981 S 106(6)

Conyers on 3/4/2025

On 4 February 2025, Martin J handed down judgment in Glendina Pty Limited & Ors v NKWE Platinum Ltd (2025) SC (Bda) 15 Civ. It is the first “fair value” appraisal claim on a merger or amalgamation under the Companies Act 1981...more

Direct to Beneficial: Change of Corporate Ownership Structure Yields No Right to Dissent and Seek Appraisal

Farrell Fritz, P.C. on 1/29/2024

There are many paths to a fair value appraisal proceeding. A road less traveled begins at Section 910 of the Business Corporation Law (the “BCL”). ...more

Fair Value Awards: A Matter of Interest

Farrell Fritz, P.C. on 5/8/2023

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

Public Company Pay Versus Performance Rules May Affect Pay Practices

Foley & Lardner LLP on 9/22/2022

On August 25, 2022, the Securities and Exchange Commission (SEC) adopted final pay-versus-performance disclosure rules for publicly traded companies. These rules will require three new disclosures in upcoming proxy and...more

Questions Abound in Parallel Cash-Out Merger Rescission / Fair Value Appraisal Lawsuits

Farrell Fritz, P.C. on 7/25/2022

The topic of mergers between two business entities designed to involuntarily extinguish the equity interest of a minority owner in exchange for cash is one of our favorites on New York Business Divorce. Almost invariably...more

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

Smith Anderson on 12/23/2021

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

Summer Shorts: Business Divorce Cases From Across the Country

Farrell Fritz, P.C. on 8/30/2021

Welcome to this 11th annual edition of Summer Shorts! This year’s edition features brief commentary on half a dozen business divorce cases of interest from across the country. ...more

Providing Clarity Around SEC Statement On SPAC Warrant Accounting

Opportune LLP on 6/15/2021

Find out why the recent guidance from the SEC on how SPAC warrants are classified requires careful consideration of the specific facts and circumstances for each entity and each contract....more

Business Divorce Nation: A Cross-Country Tour of Recent Decisions of Interest

Farrell Fritz, P.C. on 9/14/2020

There’s tremendous diversity from state-to-state when it comes to statutory and judge-made law in business divorce cases. The basic fact patterns one sees in cases from across the country, however, don’t vary nearly as much....more

Lessons From a Trio of Dysfunctional Buy-Sell Agreements

Farrell Fritz, P.C. on 7/2/2018

Three recent court decisions from three different states — New York, Pennsylvania, and Alabama — add to the rogue’s gallery of valuation cases stemming from poorly conceived and/or poorly implemented buy-sell agreements among...more

Further Clarification from Delaware Supreme Court on Deal Price in Statutory Appraisal Actions

Polsinelli on 8/7/2017

The Delaware Supreme Court offered further guidance this week on the weight to be accorded a negotiated deal price in the context of shareholder appraisal litigation, which of course is important to businesses and counsel...more

Court Addresses “Fair Value” Determination In Statutory Buyout Proceeding

Allen Matkins on 11/25/2016

When when a shareholder sues for involuntary dissolution, the corporation, or the holders of 50% or more of the voting power of the corporation, may avoid the dissolution by purchasing for cash the plaintiff’s shares at their...more

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