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On 28th August 2015 the Grand Court of the Cayman Islands finally had the opportunity to give judgment in an appraisal action brought by dissenting shareholders in a statutory merger transaction under Part XVI of the Companies Law. Although there is nothing new or surprising in the judgment, it nevertheless provides welcome guidance and confirmation of the principles to be applied in an appraisal action, whilst recognising that the valuation exercise is fact specific and each case will be decided upon its own facts.
In the Matter of Integra Group (Jones J) a management buyout was effected by means of a statutory merger, and a price was set of US$10 per share after consideration by an independent committee and a fairness valuation. Shareholders dissented and the appraisal remedy was triggered.
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Cayman Court considers principles to be applied for “fair value” appraisal of merger dissenting shareholders