In the recent decision of Pagden and anor v Soho Square Capital LLP and ors [2020] EWHC 944 (Ch), the High Court of England and Wales considered the scope of its power to interfere with the votes cast by shareholders in a general meeting.

Harneys has decided to release its March 2020 Position Paper on Parallel Schemes of Arrangement: the Schemario Rules. Download the PDF here.

Petitions filed under Section 238 of the Cayman Islands Companies Act are ultimately concerned with one thing: the fair value of shares held by shareholders who have dissented from a merger or consolidation and therefore rejected the price offered to them for their shares. The company subject to the merger contends for a lower valuation; the dissenting shareholder contends for a higher valuation; expert valuation evidence is adduced; the Court, with the assistance of the experts, arrives at a fair value figure.

The Delaware Supreme Court has delivered the latest of a series of recent appraisal decisions concerning the determination of fair value under 8 Del. C. § 262(a): Brigade Leveraged Capital Structures Fund and Brigade Distressed Value Master Fund Ltd v Stillwater Mining Co.

The Cayman Court has delivered judgment in Trina Solar Limited. This is likely to be the first case under section 238 of the Companies Law in which fair value is determined to be below the merger price. This is a significant win for Trina and will have a big impact on future s238 cases.