FGL Holdings: Grand Court Again Rejects Attempts To Deviate From Section 238 Standard Directions

The Grand Court of the Cayman Islands (the Court) has again endorsed the adoption of standard directions in section 238 fair value proceedings¹. The Court refused to expand the scope of disclosure by dissenting shareholders beyond the accepted categories ordered by the Court of Appeal in Re Qunar Cayman Islands Ltd and refused an attempt to subject dissenting shareholders to the information request process. Dissenting shareholders' subjective opinions on fair value are irrelevant. They are not the main focus of the disclosure exercise as they will not hold the lion's share of relevant material to the exercise of determining fair value.

Background

On 7 February 2020, FGL Holdings (FGL), a Cayman Islands exempted company that provides life insurance and annuities products in the United States, announced that it had entered into a merger agreement pursuant to which FGL was taken private and became a subsidiary of Fidelity National Finance, Inc (FNF). The surviving