Dissenting Shareholder Fair Value Petitions

The statutory merger provisions of the Companies Law have now been in force for some time, and the regime is used frequently to effect a wide range of corporate transactions. However, there has always been some uncertainty as to the resolution of the claims by dissenting shareholders under section 238 of the Cayman Companies Law. Cases dealing with section 238 have been rare and, until now, invariably abandoned well before any examination of the substantive issues could take place. The recent decision of the Grand Court in In the Matter of Integra Group (Jones J, 20th August) is of significant importance to all parties involved in mergers and buyouts of Cayman Islands companies, affording the Courts the opportunity for the first time to issue much-anticipated guidance on the determination of "fair value" under section 238.