May 2015
##CAYMAN ISLANDS
###GRAND COURT
####DETERMINATION OF FAIR VALUE – SECTION 238(1) COMPANIES LAW – VALUATION ACTION – APPRAISAL ACTION
This is the first time that the Court has considered the meaning of “fair value” within Section 238(1) of the Companies Law (2013 Revision) (the “Law”). A petition, being described as a “valuation action” or an “appraisal action”, was presented by the Integra Group (the “Company”), by which the Court was required to determine the fair value of its Class A Common Shares in accordance with the provisions of Section 238(11) of the Law.
Under Section 238, dissenting shareholders are not required to accept a merger or consolidation agreement which has been approved by the requisite majority.