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The Appraisal Remedy

Learn about a dissenting shareholder’s right to petition a court for the fair cash value of their shares.

Transcript

As we discussed in several other lessons, shareholder approval is often required in M&A transactions. But what happens if a shareholder votes against the transaction, and it still gets approved? Does that shareholder have to accept the offered consideration for her shares?

No, not necessarily. Dissenting shareholders who believe the offered consideration doesn’t adequately reflect their shares’ true value often have appraisal rights.

I. Appraisal Right

In certain types of M&A...

Lessons

1. Welcome to Mergers and Acquisitions
  • Welcome to Mergers and Acquisitions
2. Introduction to Mergers and Acquisitions
3. M&A Transaction Structures
4. The M&A Deal Process
5. The Definitive Agreement
  • Price and Consideration
  • Representations and Warranties
  • Covenants, Conditions, and Termination
6. Securities and Antitrust Considerations
  • Securities as Consideration
  • Securities Registration Exemptions
  • Hart-Scott-Rodino Act
7. Deciding to Sell and Conflicted Transactions
  • The Decision to Sell
  • Conflicted Transactions
  • Controlling Shareholder Transactions
8. Defending Against Hostile Takeovers
  • Preemptive Defenses
  • Other Takeover Defenses
  • The Decision to Defend the Company